EX-10.1






Exhibit 10.1




ADDENDUM TO CONTRACTS WITH MEDICARE PART D SPONSORS

PURSUANT TO SECTIONS 1860D-1 THROUGH 1860D-42 OF THE SOCIAL

SECURITY ACT FOR THE OPERATION OF A VOLUNTARY MEDICARE

PRESCRIPTION DRUG PLAN



The Centers for Medicare and Medicaid Services (hereinafter referred to as “CMS”) and
WellCare of Texas, Inc., an organization operating a Voluntary Medicare Prescription Drug
Plan (hereinafter referred to as “the Sponsor”) agree, pursuant to 42 C.F.R. § 423.508(a) to amend
the contract ( H1264) governing the Sponsor’s Part D operations described in Section 1860D-1
through 1860D-42(with the exception of 1860D-22(a) and 1860D-31) of the Social Security Act
(hereinafter referred to as “the Act”) to include the provisions stated below.



This addendum is made pursuant to Subpart L of 42 CFR Part 417, Subpart K of 42 CFR Part 422, and
Subpart K of 42 CFR Part 423.



NOTE: For the purposes of this addendum, “the Sponsor” includes the following: standalone
prescription drug plan (PDP) sponsors, Medicare managed care organizations offering Part D benefits
(MA-PD), and employer group/union-only organizations. For a PDP sponsor, this document amends its
contract with CMS. For MA-PD organizations and employer group/union-only benefit sponsors, this
document amends the Part D addendum to their Medicare managed care contracts with CMS.





 









 








Article I

Medicare Voluntary Prescription Drug Benefit





	A.	 	This addendum is in no way intended to supersede or modify 42 CFR, Parts 417, 422 or 423,
except as to any requirements set forth in 42 CFR Part 423 that are specifically waived or
modified for Sponsors offering a prescription drug benefit exclusively to Part D eligible
individuals enrolled in employment-based retiree prescription drug coverage as provided in
applicable employer/union-only group waiver guidance and/or in this addendum. Failure to
reference a regulatory requirement in this addendum does not affect the applicability of such
requirements to the Sponsor and CMS.
	 
	B.	 	In the event of a conflict between the employer/union-only group waiver guidance issued prior
to the execution of the contract and this addendum, the provisions of this addendum shall
control. In the event of any conflict between the employer/union-only group waiver guidance
issued after the execution of the contract and this addendum, the provisions of the
employer/union-only group guidance shall control.
	 
	C.	 	In the event of any conflict between the provisions of this addendum and any other provision
of the contract, the terms of this addendum shall control.





Article II

Sponsor Reimbursement to Pharmacies





	A.	 	Effective January 1, 2010, Sponsor will issue, mail, or otherwise transmit payment with
respect to all clean claims submitted by pharmacies (other than pharmacies that dispense drugs
by mail order only or are located in, or contract with, a long-term care facility) within 14
days of receipt of an electronically submitted claim or within 30 days of receipt of a claim
submitted otherwise.
	 
	B.	 	Effective January 1, 2010, Sponsor must ensure that a pharmacy located in, or having a
contract with, a long-term care facility will have not less than 30 days (but not more than 90
days) to submit claims to the Sponsor for reimbursement.
	 
	C.	 	Effective January 1, 2009, if Sponsor uses a standard for reimbursement of pharmacies based
on the cost of a drug will update such standard not less frequently than once every 7 days,
beginning with an initial update on January 1 of each year, to accurately reflect the market
price of acquiring the drug.





Article III

Record Retention and Reporting Requirements




 









 







The section entitled “RECORD MAINTENANCE AND ACCESS” is amended to include the following provision:
“Sponsor agrees to maintain records and provide access in accordance with 42 CFR §§ 423.505 (b)(10)
and 423.505(i)(2)(ii).”




Article IV

CMS Notice of Sponsor Contract Non-Renewal



Paragraph 1 of the section entitled “QUALIFICATION TO RENEW ADDENDUM” is revised to read as
follows:



“1. In accordance with 42 CFR §423.507, the Sponsor will be determined qualified to renew this
addendum annually only if—





	 	(a)	 	The Sponsor has not provided CMS with a notice of intention not to
renew in accordance with Article VII of this addendum, and
	 
	 	(b)	 	CMS has not provided the Sponsor with a notice of intention not to
renew.”





Article IV

Addendum Term



This addendum is effective from the date of CMS’ authorized representative’s signature and shall
remain in effect for as long as the Sponsor remains a Part D sponsor under contract with CMS.




Article VI

Modification or Termination of Addendum by Mutual Consent



This addendum may be modified or terminated at any time by written mutual consent in
accordance with 42 CFR 423.508.




Article XII

Severability



Severability of the addendum shall be in accordance with 42 CFR §423.504(e).




Article XIII

Miscellaneous





	A.	 	Terms not otherwise defined in this addendum shall have the meaning given such terms at 42
CFR Part 423 or, as applicable, 42 CFR Part 422 or Part 417.




 









 












	B.	 	The Sponsor agrees that it has not altered in any way the terms of the addendum presented for
signature by CMS. Sponsor agrees that any alterations to the original text the Sponsor may make
to this addendum shall not be binding on the parties.




In witness whereof, the parties hereby execute this contract modification




FOR THE SPONSOR




	 	 	 	 	 	 	 
	Heath Schiesser

	 	 
	 	President and CEO
	 	 
	Print Name

	 	 	 	Title	 	 
	 
	 	 	 	 	 	 
	/s/ Heath Schiesser

	 	 	 	9/5/08	 	 
	 
Signature

	 	 	 	Date	 	 
	 
	 	 	 	 	 	 
	WellCare of Texas, Inc.

	 	 	 	8735 Henderson Rd., Tampa, FL 33634	 	 
	Organization

	 	 	 	Address	 	 






FOR THE CENTERS FOR MEDICARE & MEDICAID SERVICES




	 	 	 	 	 
	/s/ Cynthia Tudor

	 	 
	 	9/18/08
	 
Cynthia
Tudor, PH.D.

	 	 	 	Date
	Director 

Medicare Drug Benefit Group and 

C&D Data Group 

Center for Drug and Health Plan Choice
	 	 	 	 






 









 






Medicare Advantage Attestation of Benefit Plan




WELLCARE OF TEXAS, INC.




H1264

Date: 08/29/2008



I attest that I have examined the Plan Benefit Packages (PBPs) identified below and that the
benefits Identified in the PBPs are those that the above-stated organization will make available to
eligible beneficiaries in the approved service area during program year 2009. I further attest that
we have reviewed the bid pricing tools (BPTs) with the certifying actuary and have determined them
to be consistent with the PBPs being attested to here.



I further attest that these benefits will be offered in accordance with all applicable Medicare
program authorizing statutes and regulations and program guidance that CMS has issued to date and
will issue during the remainder of 2008 and 2009, including but not limited to, the 2009 Call
Letter, the 2009 Solicitations for New Contract Applicants, the Medicare Prescription Drug Benefit
Manual, the Medicare Managed Care Manual, and the CMS memoranda issued through the Health Plan
Management System (HPMS).




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CMS	 	 
	 	 	Segment	 	 	 	 	 	Plan	 	Transaction	 	 	 	Part D	 	Approval	 	Effective
	Plan ID	 	ID	 	Version	 	Plan Name	 	Type	 	Type	 	Premium	 	Premium	 	Date	 	Date
	004	 	0	 	8	 	WellCare Value
	 	HMOPOS	 	Renewal	 	0.00	 	0.00	 	08/29/2008	 	01/01/2009
	005	 	0	 	8	 	WellCare Value
	 	HMOPOS	 	Renewal	 	0.00	 	0.00	 	08/29/2008	 	01/01/2009
	006	 	0	 	8	 	WellCare Access
	 	HMO	 	Renewal	 	0.00	 	24.20	 	08/29/2008	 	01/01/2009
	007	 	0	 	8	 	WellCare Access
	 	HMO	 	Renewal	 	0.00	 	25.40	 	08/29/2008	 	01/01/2009
	008	 	0	 	8	 	WellCare Dividend
	 	HMOPOS	 	Renewal	 	0.00	 	0.00	 	08/29/2008	 	01/01/2009
	009	 	0	 	8	 	WellCare Select
	 	HMOPOS	 	Renewal	 	0.00	 	15.10	 	08/29/2008	 	01/01/2009
	010	 	0	 	8	 	WellCare Select
	 	HMOPOS	 	Renewal	 	0.00	 	18.60	 	08/29/2008	 	01/01/2009
	011	 	0	 	8	 	WellCare Select
	 	HMOPOS	 	Renewal	 	0.00	 	17.80	 	08/29/2008	 	01/01/2009
	013	 	0	 	8	 	WellCare Value
	 	HMOPOS	 	Renewal	 	0.00	 	0.00	 	08/29/2008	 	01/01/2009
	014	 	0	 	8	 	WellCare Dividend
	 	HMOPOS	 	Renewal	 	0.00	 	0.00	 	08/29/2008	 	01/01/2009
	016	 	0	 	9	 	WellCare
Reserve
	 	HMO	 	Renewal	 	0.00	 	25.30	 	08/29/2008	 	01/01/2009






Page 1 of 2 — WELLCARE OF TEXAS, INC. — H1264 — 08/29/2008




 









 








	 	 	 	 	 
	/s/ Heath Schiesser

	 	9/5/08
	 	 
	 
CEO:

	 	Date:	 	 
	Heath Schiesser 

CEO/President 

8735 Henderson Road 

Tampa, FL 33634

813-290-6205
	 	 	 	 
	 
	 	 	 	 
	/s/ Thomas L. Tran

	 	9/5/08	 	 
	 
CEO:

	 	Date:	 	 
	Tom Tran 

CFO 

8735 Henderson Road 

Tampa, FL 33634

813-290-6200 1770)
	 	 	 	 






Page 2 of 2 — WELLCARE OF TEXAS, INC. — H1264 — 08/29/2008