EX-10.27







 



  


 


 


 


 



WellCare Health Plans, Inc.

The WellCare Group of Companies




WellCare of Florida, inc.

HealthEase of Florida, inc.

WellCare of New York, inc.

WellCare of Connecticut, inc.

 WellCare of Louisiana, inc.

WellCare of Georgia, inc.

WellCare of Ohio, inc.

WellCare Prescription Insurance, inc.

Harmony Health Plan of Illinois, inc.

Harmony Health Plan of Indian, inc.

Harmony Behavioral Health, inc.

Comprehensive Health Management, inc.

Comprehensive Reinsurance, ltd.




 




 




 






8735 Henderson Road, Ren 1

Tampa, Florida 33634

Telephone: (813) 290-6353

Fax: (813) 290-6210

Thad. Bereday@wellcare.com










Exhibit 10.27









Heath Schiesser

President and Chief Executive Officer




July 2, 2008




Anil Kottoor

1600 Gulf Blvd., #313

Clearwater, Florida 33767




Dear Mr. Kottoor:



On behalf of Comprehensive Health Management, Inc., I am pleased to offer you the compensation
arrangements and other terms of continued employment as set forth in Exhibit A attached
hereto and incorporated herein by reference.



Exhibit A constitutes the entire agreement with respect to the subject matters thereof and
shall supersede any prior written or oral agreements, understandings or arrangements between the
parties regarding any of the items addressed in Exhibit A. Except as modified in
Exhibit A, the terms of any prior written or oral agreements, understandings or
arrangements between the parties shall remain in full force and effect.



To accept this offer, please sign and date this letter where indicated below and return it to my
attention. This offer, if not accepted, will expire on July 8, 2008. Your acceptance of the
compensation arrangements and other terms of continued employment set forth in Exhibit A is
contingent upon you signing the enclosed Restrictive Covenant Agreement. We are also enclosing an
Indemnification Agreement for your signature.




Very truly yours,




/s/ Heath Schiesser




Heath Schiesser

President and Chief Executive Officer




AGREED AND ACCEPTED:




	 	 	 	 	 	 	 
	/s/ Anil Kottoor
 

Anil Kottoor

	 	 
	 	July 8, 2008
 

Date
	 	 











 









 





EXHIBIT A




EMPLOYMENT TERM SHEET

ANIL KOTTOOR




	 	 	 
	Position & Responsibilities

	 	Senior Vice President and Chief
Information Officer of WellCare
Health Plans, Inc. (“WellCare”) and
Comprehensive Health Management,
Inc. (the “Company”).
	 
	 	 
	Salary

	 	Executive will continue to earn a
base salary of $315,000 per annum.
This salary will be reviewed and
subject to increase annually at the
discretion of the Board (the
“Board”) of WellCare or the
Compensation Committee (the
“Compensation Committee”) of the
Board.
	 
	 	 
	Special Retention Bonus

	 	$157,500 in cash will be paid in
January 2009 in accordance with the
Special Retention Bonus Plan or upon
termination of employment if
employment is terminated by the
Company without Cause prior to
payment in accordance with the
Special Retention Bonus Plan. The
foregoing payment is subject to
Executive remaining in continuous
employment (other than as a result
of being terminated by the Company
without Cause) with the Company
through the payment date in January
2009.
	 
	 	 
	2008 Long-Term Incentive Cash Award 

Program

	 	Executive’s 2008 long term incentive
bonus target of $354,375 will be
paid at target upon termination of
employment if employment is
terminated (a) by Executive after
the earlier of (i) May 1, 2009 or
(ii) six months following a change
in the reporting relationship
whereby Executive does not report
directly to the Chief Executive
Officer of WellCare (“Change in
Reporting Relationship”) or (b) by
the Company without Cause if prior
to (i) or (ii) above; provided,
however, if employment is not
terminated prior to September 2009,
the bonus will be paid at the
adjusted amount (+/- up to 50%) at
the same time as the Company’s other
senior executives in September 2009
in accordance with the 2008
Long-Term Incentive Cash Award
Program. The foregoing payment is
subject to Executive remaining in
continuous employment (other than as
a result of being terminated by the
Company without Cause) with the
Company through the earlier of May
1, 2009 or six months following a
Change in Reporting Relationship.
	 
	 	 
	2009 Focal Point Bonus (for 

performance year 2008)

	 	Executive’s 2009 Focal Point bonus
target of $252,000 (subject to
adjustment as provided below) will
be paid in cash in March 2009 in
accordance with the Company’s past
policies and practices or upon
termination of employment if
employment is terminated (a) by
Executive after six months following
a Change in Reporting Relationship
or (b) by the Company without Cause
prior to payment in March 2009 in
accordance with the Company’s past
policies and practices. Such bonus
target will be increased or
decreased based on Executive’s
individual performance and the
performance of the Company as
determined at the discretion of the
Board or Compensation Committee.
The foregoing payment is subject to
Executive remaining in continuous
employment (other than as a result
of being terminated by the Company
without Cause) with the Company
through the earlier of the payment
date in March 2009 or six months
following a Change in Reporting
Relationship.






 









 






	 	 	 
	2009 Focal Point LTI (for 

performance year 2008)

	 	Executive’s 2009 Focal Point
long-term incentive equity target of
$472,500 (subject to adjustment as
provided below) will be awarded in
March 2009 in accordance with the
Company’s past policies and
practices. Such equity award target
will be increased or decreased based
on Executive’s individual
performance and performance of the
Company as determined at the
discretion of the Board or
Compensation Committee. The exact
terms of the equity award, as well
as the determination as to whether
or not an equity award will be
granted, remains in the sole and
absolute discretion of the Board or
Compensation Committee. If approved
by the Board or Compensation
Committee, the equity award would be
based on the standard valuation
methodologies used by the Company
under FAS123(R) and applicable
internal policies and subject to
vesting and other conditions of the
equity plan pursuant to which your
equity award would be granted and
the Company’s standard policies and
practices.
	 
	 	 
	2009 Additional Retention Bonus

	 	Executive will be entitled to
receive a cash payment in the amount
of $236,250 (representing 50% of
Executive’s 2009 Focal Point LTI
target of $472,500) on May 1, 2010
if employment is terminated (a) by
Executive following the earlier of
(i) May 1, 2009 and (ii) six months
following a Change in Reporting
Relationship or (b) by the Company
without Cause if prior to (a)(i) or
(ii) above; provided, however,
Executive’s right to receive the
payment will lapse if Executive’s
employment is not terminated (for
any reason) prior to June 1, 2009.
The foregoing payment is subject to
Executive (a) remaining in
continuous employment (other than as
a result of being terminated by the
Company without Cause) with the
Company through the earlier of May
1, 2009 and six months following a
Change in Reporting Relationship,
(b) complying with all
post-termination covenants,
including non-competition,
non-solicitation, confidentiality
and non-disparagement and (c) within
30 days of termination of
employment, entering into a waiver
and release agreement with the
Company.
	 
	 	 
	Outstanding Restricted Stock Awards

	 	Executive’s restricted stock award
agreements dated January 2, 2007,
March 13, 2007 and August 3, 2007
(the “Outstanding Restricted Stock
Award Agreements”) are hereby
amended so that upon termination of
employment if employment is
terminated (a) by Executive after
the earlier of (i) May 1, 2009 and
(ii) six months following a Change
in Reporting Relationship or (b) by
the Company without Cause, all
unvested shares will immediately
vest in full; provided that
Executive remains continuously
employed (other than as a result of
being terminated by the Company
without Cause) with the Company
through the earlier of May 1, 2009
and six month following a Change in
Reporting Relationship; provided
further, that the original vesting
schedule set forth in each
Outstanding Restricted Stock Award
Agreement shall apply if Executive’s
employment is not terminated (for
any reason) prior to June 1, 2009.
Restricted stock awards granted as
part of the 2009 Focal Point LTI
will not include the foregoing
provision.
	 
	 	 
	March 5, 2008 Stock Option Award

	 	Executive’s Non-Qualified Stock
Option Award Agreement dated March
5, 2008 (the “Retention Option Award
Agreement”) will be amended so that
upon termination of employment if
employment is terminated (a) by
Executive after the earlier of (i)
May 1, 2009 and (ii) six months
following a Change in Reporting
Relationship or (b) by the Company
without Cause, all shares






 









 






	 	 	 
	 

	 	subject to
the award will immediately vest in
full; provided that Executive
remains continuously employed (other
than as a result of being terminated
by the Company without Cause) with
the Company through the earlier of
May 1, 2009 and six month following
a Change in Reporting Relationship;
provided further, that the original
vesting schedule set forth in the
Retention Option Award Agreement
shall apply if Executive’s
employment is not terminated (for
any reason) prior to June 1, 2009.
	 
	 	 
	Severance Benefits

	 	Executive will be entitled to the
continuation of Executive’s then
current annual base salary and
health benefits through May 1, 2010
if employment is terminated (a) by
Executive after the earlier of (i)
May 1, 2009 or (ii) six months
following a Change in Reporting
Relationship or (b) by the Company
without Cause if prior to (a)(i) or
(ii) above; provided, however,
Executive’s right to receive
continuation of salary and health
benefits will lapse if Executive’s
employment is not terminated (for
any reason) prior to June 1, 2009.
The foregoing severance benefits are
subject to Executive (a) remaining
in continuous employment (other than
as a result of being terminated by
the Company without Cause) with the
Company through the earlier of May
1, 2009 and six months following a
Change in Reporting Relationship,
(b) complying with all
post-termination covenants,
including non-competition,
non-solicitation, confidentiality
and non-disparagement and (c) within
30 days of termination of
employment, entering into a waiver
and release agreement with the
Company.
	 
	 	 
	Termination of Executive for Cause

	 	“Cause” shall exist if any willful
act or willful omission, other than
as a result of Executive’s
disability, that represents a breach
of any of the terms of the Agreement
to the material detriment of
WellCare or the Company; bad faith
by Executive in the performance of
his duties, consisting of willful
acts or willful omissions, other
than as a result of Executive’s
disability, to the material
detriment of WellCare or the
Company; or Executive’s conviction
of, or pleading guilty or nolo
contendre to, a crime that
constitutes a felony involving
fraud, conversion, misappropriation,
or embezzlement under the laws of
the United States or any political
subdivision thereof, which
conviction has become final and
non-appealable.
	 
	 	 
	Section 409A

	 	In the event that any of the
foregoing payments to be made upon
termination of employment is
“deferred compensation” within the
meaning of Section 409A of the
Internal Revenue Code of 1986, as
amended, such payments will be
delayed for six months and one day
if Executive is a “specified
employee” for Section 409A purposes.