EX-10.40






Exhibit 10.40











WellCare Health Plans, Inc.

The WellCare Group of Companies




WellCare of Florida, Inc.




HealthEase of Florida, Inc




WellCare of New York, Inc.




FirstChoice HealthPlans

of Connecticut, Inc.




Harmony Behavioral Health, Inc.




WellCare of Louisiana, Inc.




Comprehensive Health

Management, Inc.




Harmony Health Systems, Inc.




Harmony Health Plan of Illinois, Inc.




8735 Henderson Road, Ren 2

Tampa, Florida 33634

Telephone: 813.290.6200







January 17, 2006




Adam Miller

11305 East Autumn Sage Drive

Scottsdale, Arizona 85255




Dear Adam:



We are delighted to extend to you an offer to join the WellCare team. This offer represents our
sincere interest in you as a key contributor to our growth and leadership in the industry. On
behalf of Comprehensive Health Management, Inc. (the “Company”), a member of the WellCare group of
companies, this letter will confirm our offer of employment by the Company on the following terms:



Position: You will be joining the Company as Chief Operating Officer, PDP, reporting to Heath
Schiesser, President, PDP. Your employment is to commence as soon as reasonably practicable, but
not later than February 6, 2006.



Location: Your principal place of employment will be our Tampa, Florida location, but you will be
expected to undertake reasonable business travel, to the other territories in which we may operate.



Salary: You will receive a salary at the annual rate of $270,000.00 payable biweekly one week in
arrears.



Annual Bonus: You will be eligible to be considered for an annual bonus of up to 50% of your base
salary, with a guaranteed bonus of 35% of your base salary in your first year of employment,
payable in 2007 in accordance with our standard policies and practices. In subsequent years, the
amount of your potential annual bonus (if any) depends on your individual performance and the
performance of the Company, as determined by the Company and as may be paid in the Company’s sole
discretion. You must be employed on the bonus payment date in order to be eligible.



Signing Bonus: You will receive a $227,000.00 signing bonus, which must be repaid to the Company
on a pro-rated basis if you resign or are terminated for misconduct less than one year after your
date of hire, as set forth in more detail in the enclosed Agreement to Repay Sign-On Bonus.










 









 




Equity Award: Subject to board approval, you will be granted 25,000 shares of restricted common
stock of WellCare Health Plans, Inc. and options to purchase 60,000 shares of common stock of
WellCare Health Plans, Inc. This equity grant will vest over a five year period and be subject to
the terms and conditions of the WellCare Health Plans, Inc. 2004 Equity Incentive Plan and our
standard policies and practices. We would be glad to answer any questions you may have regarding
the terms of these equity awards.



Relocation: To facilitate your relocation, we will pay all reasonable expenses, house
hunting trips, etc., up to a maximum of $35,000.00, which will be adjusted is appropriate
based on bids received. Expenses covered include those associated with a full service move
by a national moving carrier to be selected by us, for the purpose of transporting household
goods (but excluding any exceptional and unique furniture or other items) from Scottsdale,
Arizona to the Tampa, Florida area. Details of your relocation package are provided in the
attached WellCare Relocation Package document. Please contact Lorena Acosta at 813-865-1675
or 800-960-2530, x3527 for further information. All relocation expenses must be repaid to
the Company on a pro-rated basis if you resign or are terminated for misconduct less than
one year after your date of hire, as set forth in more detail in the enclosed Agreement to
Repay Relocation Expenses.



Severance: If your employment is terminated by the Company without Cause (as defined below)
or by you for Good Reason (as defined below), you will be entitled to receive continued
payment of your base salary plus continuation of medical benefits in accordance with the
Company’s policies and practices for a period of twelve months following such termination.
You will also be entitled to an outplacement service paid for by the Company. Such
separation benefits would be conditioned upon your adherence to the terms of the Company’s
standard Confidentiality Agreement and Restrictive Covenant Agreement, both of which are
enclosed, and your execution of a general release of claims. If your employment is
terminated by the Company for Cause or by you without Good Reason, you will not be entitled
to any separation benefits.



For purposes of this letter, the terms “Cause” and “Good Reason” shall have the meanings set
forth on Exhibit A attached hereto.



Other: The Company supports your community involvement and understands that you may engage
in passive activities that may, from time to time, require insubstantial portions of your
working time. It is agreed that you may serve in any director or similar type capacity with
up to three organizations, provided (i) such activities are not inconsistent, interfere or
conflict with your performance of your duties to the Company and (ii) you perform such
activities on your personal time or take PTO time to perform such activities.



Benefits: You are eligible for all other fringe benefits offered generally to our
associates, including health and dental coverage beginning on the first of the





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month following 30 days of employment, all in accordance with the Company’s applicable plans
and policies, as may be in effect from time to time.



Paid Time Off: You are eligible for eighteen days paid time off (PTO), one floating holiday, and
seven company-paid holidays in accordance with the Company’s applicable policies, as may be in
effect from time to time.



Successors and Assigns: The terms of this offer letter shall be binding on all successors and
assigns.



You should be aware that employment with the Company is for no specific period of time. As a
result, either you or the Company are free to terminate our employment relationship at any time for
any reason, with or without cause. Although your job duties, title, compensation and benefits, as
well as the Company’s personnel policies and procedures may change from time to time, the “at-will”
nature of your employment may only be changed in a written agreement signed by you and the
President of the Company.



This offer letter sets forth the entire agreement between us and supersedes any prior
communications, agreements and understandings, written or oral, with respect to the
terms and conditions of your employment.



Please be advised that your employment is contingent upon our verification of the background
information, submitted on your Application for Employment and your signing of the Company’s
Restrictive Covenant Agreement, Agreement to Repay Sign-On Bonus, Agreement to Repay Relocation
Expenses and standard Confidentiality Agreement. In addition you will be required to complete a
successful drug screening test. It is also contingent upon your eligibility to work in the United
States.



To accept this offer, please sign this letter and return it to my attention via facsimile at
(813) 290-6211. This offer, if not accepted, will expire on January 18, 2006. If you have
any questions, please contact Ted Quesnette at (813) 290-6278.




Sincerely,




Gretchen Demartini

Vice President, Human Resources




I have read and accept this employment offer.




	 	 	 
	/s/ Adam Miller
 


	 	1/18/06 
	Adam Miller

	 	Date






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EXHIBIT A



“Cause” shall mean the occurrence of one or more of the following events:




     (i) Conviction of any felony or any crime or offense lesser than a felony involving the
property of the Company or a subsidiary or affiliate of the Company; or



     (ii) Deliberate or reckless conduct that has caused demonstrable and serious injury to
the Company or a subsidiary or affiliate of the Company, monetary or otherwise, or any other
serious misconduct of such a nature that the participant’s continued relationship with the Company
or a subsidiary or affiliate of the Company may reasonably be expected to adversely affect the
business or properties of the Company or any subsidiary or affiliate of the Company; or



     (iii) Willful refusal to perform or reckless disregard of duties properly assigned, as
determined by the Company; or



     (iv) Breach of duty of loyalty to the Company or a subsidiary or affiliate of the Company
or other act of fraud or dishonesty with respect to the Company or a subsidiary or affiliate of the
Company.


“Good Reason” shall mean the occurrence of one or more of the following events:




     (i) A failure of the Company to pay the compensation and benefits set forth in your
offer letter;



     (ii) Any act or omission by the Company which shall represent a willful breach of
any of the material terms of your offer letter;



     (iii) A material diminution in your duties, authority, responsibilities or reporting
relationship in a manner inconsistent with your position as set forth in your offer letter; or



     (iv) The Company requiring you, without your consent, to be based at any office or
location outside of fifty miles from Tampa, Florida, except for travel reasonably required in the
performance of your responsibilities.


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