employagreement.htm


    
      Back to Form 8-K

      Exhibit 10.1


      EXECUTION
COPY

      
 

      EMPLOYMENT
AGREEMENT

       

      This
EMPLOYMENT AGREEMENT (the “Agreement”) is
made as of July 17, 2008, by and among WELLCARE HEALTH PLANS, INC., a Delaware
corporation (“WellCare”),
COMPREHENSIVE HEALTH MANAGEMENT, INC., a Florida corporation (the “Corporation”),
and Thomas Tran, an individual (“Executive”),
with respect to the following facts and circumstances:

       

      RECITALS

       

      WHEREAS,
WellCare and the Corporation desire for the Corporation to employ Executive as
its Senior Vice President and Chief Financial Officer and for the Executive to
be appointed by WellCare as its Senior Vice President and Chief Financial
Officer, and Executive desires to accept such employment and
appointment;

       

      NOW,
THEREFORE, in consideration of the mutual promises, covenants and agreements set
forth herein, the parties hereto agree as follows:

       

      ARTICLE
1

       

      ARTICLE
2EMPLOYMENT, TERM AND DUTIES

       

                     
 2.1           Employment.  The
Corporation shall hereby employ Executive as Senior Vice President, Chief
Financial Officer of the Corporation, upon the terms and conditions set forth in
this Agreement.  During the Term, Executive also shall be appointed as
Senior Vice President and Chief Financial Officer of
WellCare.  Executive shall report directly to the Chief Executive
Officer of WellCare, unless otherwise determined by the Board of Directors of
WellCare (the “Board”).

       

      2.2           Term.  The
Corporation shall employ Executive, and Executive shall serve as the Senior Vice
President and Chief Financial Officer of the Corporation commencing upon the
Executive’s first day of employment on or before July 21, 2008 (the “Effective
Date”), and continuing thereafter for a term (the “Term”) of four
(4) years, unless earlier terminated under Article 4; provided,
that the Term shall automatically renew for additional one-year periods unless
either the Corporation or Executive gives notice of non-renewal at least ninety
(90) days prior to expiration of the Term (as it may have been extended by any
renewal period).

       

      2.3           Duties.  Executive
shall perform all the duties and obligations reasonably associated with the
positions of Senior Vice President and Chief Financial Officer and consistent
with the Bylaws of WellCare and the Corporation as in effect from time to time,
subject to the supervision of the Chief Executive Officer of WellCare (or such
other individual(s) designated by the Board), and such other executive duties
consistent with the foregoing as are mutually agreed upon from time to time by
Executive and the Chief Executive Officer of WellCare.  Executive
shall perform the services contemplated herein faithfully and
diligently.  Executive shall devote substantially all his business
time and efforts to the rendition of such services; provided,
that Executive may participate in social, civic, charitable, religious,
business, educational or professional associations and, with the prior approval
of the Board, serve on the boards of directors of companies, so long as such
participation does not materially interfere with the duties and obligations of
Executive hereunder.


      
        
           


        

        
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      2.4           Primary Work
Location.  Executive shall perform the services hereunder at
the Corporation’s offices located in the metropolitan area of Tampa,
Florida.  Executive acknowledges and agrees that the nature of the
Corporation’s business will require travel from time to time.  To
facilitate Executive’s relocation, the Corporation shall pay all reasonable
expenses associated with a full service move by a national moving carrier
selected by the Corporation for the purpose of transporting household goods (but
excluding any exceptional and unique furniture or other items) from Hartford,
Connecticut metropolitan area to the Tampa, Florida area, up to a maximum of
$25,000.  During the Term but only through December 31, 2009, the
Corporation also shall pay Executive $6,000 per month as an allowance for
housing in the Tampa area and as an automobile allowance.   All
relocation expenses must be repaid to the Corporation on a pro-rated basis if
Executive resigns or is terminated for Cause less than one (1) year after the
Effective Date (the “Reimbursement Period”).  The obligation to repay
relocation expenses will be based upon the number of months of the Reimbursement
Period remaining as of the date of Executive’s termination of employment and
Executive specifically agrees that such repayment may be deducted from any
amounts owed to Executive.

       

      ARTICLE
3

       

      COMPENSATION

       

      3.1           Salary.  In
consideration for Executive’s services hereunder, the Corporation shall pay
Executive an annual salary at the rate of not less than $475,000 per year during
each of the years of the Term, payable in accordance with the Corporation’s
regular payroll schedule from time to time (less any deductions required for
Social Security, state, federal and local withholding taxes, and any other
authorized or mandated similar withholdings).  The annual salary shall
be reviewed by the Compensation Committee of the Board (the “Compensation
Committee”), or, if there is none, the Board, no less frequently than
annually and may be increased (but not decreased) from its then-existing level
at the discretion of the Compensation Committee or the
Board.

       

      3.2           Bonus.

       

      3.2.1         Annual
Bonuses.  Executive shall be entitled to earn bonuses with
respect to each fiscal year (or partial fiscal year) during the Term, based upon
Executive’s achievement of performance objectives set by the Compensation
Committee or the Board after consultation with Executive, with a targeted bonus
of one hundred percent (100%) of Executive’s annual salary for such fiscal year
(or partial fiscal year).  Any such bonus earned by Executive shall be
paid annually by March 15 of the year following the end of the fiscal year for
which a bonus has been earned.  Executive may also receive special
bonuses in additional to his annual bonus eligibility at the discretion of the
Compensation Committee.  Notwithstanding the foregoing, Executive
shall earn a minimum guaranteed bonus of $475,000 for the initial calendar year
of his employment, pro rated for the portionof the year Executive is
employed.  Executive must be employed on the bonus payment date in
order to receive the bonus.

       

      
        
           


        

        
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      3.2.2         Sign on
Bonus.  Executive shall be entitled to a one-time sign on bonus
of $75,000 payable in a lump sum within thirty (30) days of the Effective Date,
which must be repaid to the Corporation on a pro-rated basis if Executive
resigns or is terminated for Cause (as defined in Section 4.1.2 hereof) during
the Reimbursement Period.  The obligation to repay the sign on bonus
will be based upon the number of months of the Reimbursement Period remaining as
of the date of Executive’s termination of employment and Executive specifically
agrees that such repayment may be deducted from any amounts owed to
Executive.

       

      3.3           Incentive
Awards.

       

      3.3.1        Initial Equity
Compensation.  As an additional element of compensation to
Executive, in consideration of the services to be rendered hereunder, on the
Effective Date, WellCare shall grant to Executive 50,000 restricted shares of
WellCare’s common stock (the “Restricted
Stock”) and an
option to purchase 100,000 shares of WellCare’s common stock for an exercise
price per share equal to the fair market value of one share of WellCare’s common
stock as of the close of business on the Effective Date (the “Option”).  These
equity compensation awards shall be granted under and be subject to the terms of
the WellCare Health Plans, Inc. 2004 Equity Incentive Plan (the “2004
Plan”).  The terms and conditions of the Restricted Stock also
shall be governed by a restricted stock award agreement reflecting such grant
pursuant to the 2004 Plan, and the terms and conditions of the Option also shall
be governed by a stock option agreement reflecting such grant pursuant to the
2004 Plan and, in each case, providing for, among other things, the terms set
forth in this Section 2.3.  The Option and the
Restricted Stock shall vest in equal annual installments on each of the first
through fourth anniversaries of the Effective Date.  Notwithstanding
anything in this Agreement or the applicable stock option agreement to the
contrary, the Option cannot be exercised until WellCare is again current in its
periodic report filings with the United States Securities and Exchange
Commission (the “SEC”) and has
filed all periodic reports required to be filed by it with the SEC within the
preceding twelve months.

       

                                    
 3.3.2        Future
Awards.  In addition to the Restricted Stock and the Option,
during the Term, Executive shall be entitled to earn equity compensation awards
granted under and subject to the terms of the WellCare Health Plans, Inc. 2004
Equity Incentive Plan, or a successor thereto, based upon Executive’s
achievement of performance objectives set by the Compensation Committee or the
Board after consultation with Executive, with an annual equity compensation
award target of one hundred fifty percent (150%) of Executive’s annual salary
for such fiscal year (with a minimum guaranteed annual equity compensation award
in 2009 of one hundred fifty percent (150%) of Executive’s annual salary for
2008, prorated for the portion of the year employed).  The number of
options, shares of restricted stock or other equity awards granted will be based
on the standard valuation methodologies used by WellCare under FAS 123(R) and
applicable internal policies.  The exact terms of any future awards, as
well as the determination as to whether or not future awards will be granted
(other than the minimum guaranteed annual equity compensation award in 2009),
remains in the sole and absolute discretion of the Compensation Committee or the
Board, subject to the terms of the Plan.  Until such time as the
Compensation Committee or the Board approves a future award, Executive is not
entitled by this Agreement or otherwise to receive any such award. 


       

      
        
           


        

        
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      ARTICLE
4

       

      EXECUTIVE
BENEFITS

       

      4.1           Vacation.  Executive
shall be entitled to vacation each calendar year in accordance with the general
policies of the Corporation applicable generally to other senior executives of
the Corporation, provided that Executive shall be entitled to at least four
weeks of vacation per year.  Unused vacation shall carry over in
accordance with the general policies of the Corporation.

       

                      4.2           Employee
Benefits.  Executive shall receive all group insurance and
pension plan benefits and any other benefits on the same basis as are available
to other senior executives of the Corporation under the Corporation personnel
policies in effect from time to time.  Executive shall receive all
other such fringe benefits as the Corporation may offer to other senior
executives of the Corporation generally under the Corporation personnel policies
in effect from time to time, such as health and disability insurance coverage
and paid sick leave.

       

                   
   4.3          Indemnification.  Concurrently
with the execution and delivery of this Agreement, WellCare, the Corporation and
Executive are entering into an indemnification agreement (the “Indemnification
Agreement”).

       

      4.4           Reimbursement
for Expenses.  Executive shall be reimbursed by the Corporation
for all documented reasonable expenses incurred by Executive in the performance
of his duties or otherwise in furtherance of the business of the Corporation in
accordance with the policies of the Corporation in effect from time to
time.  Any reimbursement under this Section 3.4 that is taxable to
Executive shall be made as soon as reasonably practicable but in any
event by December 31 of the calendar year following the calendar year in
which Executive incurred the expense.

       

      ARTICLE
5

       

      TERMINATION

       

      5.1           Grounds
for Termination.

       

                                   
  5.1.1        Death or
Disability.  Executive’s employment shall terminate immediately
in the event of Executive’s death or Disability.  “Disability”
means Executive is unable to engage in any substantial gainful business
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or that has rendered Executive unable
effectively to carry out his duties and obligations under this Agreement or
unable to participate effectively and actively in the management of WellCare and
the Corporation for a period of ninety (90) consecutive days or for shorter
periods aggregating to one hundred twenty (120) days (whether or not
consecutive) during any consecutive twelve (12) months of the
Term.


      
        
           


        

        
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      5.1.2        Cause.  The
Corporation shall have the right to terminate Executive’s employment by giving
written notice of such termination to Executive upon the occurrence of any one
or more of the following events (“Cause”):

       

      
        	
                 
      

              	
                (a)

              	
                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 this Agreement
      to the material detriment of WellCare or the
  Corporation;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                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 Corporation;
      or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Executive’s
      conviction of, or pleading guilty or nolo contendere 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.

              


      

       

      5.1.3        Good
Reason.  Executive may terminate his employment under this Agreement
by giving written notice to the Corporation upon the occurrence of any one or
more of the following events (“Good Reason”):

       

      
        	
                 
      

              	
                (a)

              	
                a
      material diminution during the Term in Executive’s authority, duties or
      responsibilities, or any change in Executive’s title, including the
      Executive ceasing to serve as the Senior Vice President and Chief
      Financial Officer of the senior surviving entity following any Change of
      Control or the Executive ceasing to report directly either to the Chief
      Executive Officer of WellCare or the Chief Executive Officer of the senior
      surviving entity following any Change of
  Control;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      material diminution during the Term in Executive’s base salary or bonus
      opportunity;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                a
      material breach by WellCare or the Corporation of any term of this
      Agreement; or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                a
      change in Executive’s office location to a point more than fifty (50)
      miles from Executive’s offices in Tampa,
  Florida.

              


      

       

      
        
           


        

        
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5.1.4        Change of
Control.  For purposes of this Agreement, a “Change of
Control” shall mean the occurrence of any of the following
events:

       

      
        	
                 
      

              	
                (a)

              	
                if
      any “person” or “group,” as those terms are used in Sections 13(d) and
      14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”) or any successors thereto, other than an Exempt Person, as
      defined below, is or becomes the “beneficial owner” (as defined in Rule
      13d-3 under the Exchange Act or any successor thereto), directly or
      indirectly, of securities of WellCare representing more than 50% of either
      the then outstanding shares or the combined voting power of the then
      outstanding securities of WellCare;
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                during
      any period of two consecutive years, individuals who at the beginning of
      such period constitute the Board and any new directors whose election by
      the Board or nomination for election by WellCare’s stockholders was
      approved by at least two-thirds of the directors then still in office who
      either were directors at the beginning of the period or whose election was
      previously so approved, cease for any reason to constitute a majority
      thereof; or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      consummation of a merger or consolidation of WellCare with any other
      corporation or other entity, other than a merger or consolidation which
      would result in all or a portion of the voting securities of WellCare
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or by being converted into voting securities of the
      surviving entity) more than 50% of the combined voting power of the voting
      securities of WellCare or such surviving entity outstanding immediately
      after such merger or consolidation;
or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      consummation of a plan of complete liquidation of WellCare or an agreement
      for the sale or disposition by WellCare of all or substantially all
      WellCare’s assets, other than a sale to an Exempt
  Person.

              


      

       

      For purposes
of this Agreement, “Exempt Person”
shall mean (i) Soros Private Equity Investors LP, (ii) any person, entity or
group controlled by or under common control with any party included in clause
(i), or (iii) any employee benefit plan of WellCare or any Subsidiary, as
defined below, or a trustee or other administrator or fiduciary holding
securities under an employee benefit plan of WellCare or any Subsidiary, as
defined below.

       

      For purposes
of this Agreement, “Subsidiary”
shall mean a corporation or other entity of which outstanding shares or
ownership interests representing 50% or more of the combined voting power of
such corporation or other entity entitled to elect the management thereof, or
such lesser percentage as may be approved by the Compensation Committee, are
owned directly or indirectly by WellCare.


      
        
           


        

        
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      5.1.5        Opportunity to
Cure.  Notwithstanding Sections 4.1.2 and
4.1.3, it shall
be a condition precedent to a party’s right to terminate Executive’s employment
for Cause or Good Reason, as applicable, that (a) such party shall have first
given the other party written notice stating with reasonable specificity the
breach on which such termination is premised within ninety (90) days after the
party providing such notice becomes aware of such breach, and (b) if such breach
is susceptible of cure or remedy, such breach has not been cured or remedied
within forty-five (45) days after receipt of such notice.

       

      5.1.6        Any Other
Reason.  Notwithstanding anything to the contrary herein, the
Corporation shall have the right to terminate Executive’s employment under this
Agreement at any time without Cause by giving written notice of such termination
to Executive, and Executive shall have the right to terminate Executive’s
employment under this Agreement at any time without Good Reason by giving
written notice of such termination to the Corporation.

       

      5.2           Termination
Date.  Except as provided in Section 4.1.1 with
respect to Executive’s death or Disability, and subject to Section 4.1.5, any
termination under Section 4.1 shall be effective upon receipt of notice by
Executive or the Corporation, as the case may be, of such termination or upon
such other later date as may be provided herein or specified by the Corporation
or Executive in the notice (the “Termination
Date”).

       

      5.3           Effect of
Termination.

       

      5.3.1        Termination
with Cause or without Good Reason.  In the event that
Executive’s employment is terminated by the Corporation with Cause or by
Executive without Good Reason, the Corporation shall pay all Accrued Obligations
to Executive in a lump sum in cash within ten (10) days after the Termination
Date.  “Accrued
Obligations” means the sum of (a) Executive’s base salary hereunder
through the Termination Date to the extent not theretofore paid, (b) the amount
of any incentive compensation, deferred compensation and other cash compensation
accrued by Executive as of the Termination Date to the extent not theretofore
paid, and (c) any vacation pay, expense reimbursements and other cash
entitlements accrued by Executive as of the Termination Date to the extent not
theretofore paid.

       

      5.3.2        Termination
without Cause or with Good Reason.  In the event that
Executive’s employment is terminated by the Corporation without Cause or by
Executive for Good Reason:

       

      
        	
                 
      

              	
                (a)

              	
                The
      Corporation shall pay all Accrued Obligations to Executive in a lump sum
      in cash within ten (10) days after the Termination
  Date;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The Corporation shall pay to Executive, in a lump sum
      in cash no later than the Severance Payment Deadline (as defined in
      Section 4.3.4), an amount equal to one (1) times (or,
      if the Termination
      Date occurs within one year after a Change in Control, one-and-a-half
      (1.5) times) the sum of (a) Executive’s annual salary as in effect on
      the Termination Date and (b) the average of the two (2) highest bonuses
      earned by
      the Executive over the three (3) prior years or, if Executive has not been
      employed for three (3) years, the target bonus for the year of the
      Termination Date.

              


      

       

      
        
           


        

        
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                (c)

              	
                For the duration of the applicable COBRA period, the
      Corporation shall continue to provide medical, dental and vision care and
      life insurance benefits to Executive and/or Executive’s family at least
      equal to those which would have been provided to them in accordance with
      Section 3.2; provided,
      further,
      that Executive agrees to elect COBRA coverage to the extent available
      under the Corporation’s health insurance plans (and the Corporation shall
      reimburse the cost of any premiums for such coverage on an after-tax
      basis).  Any payment or reimbursement under this Section
      4.3.2(c) that is taxable to
      Executive or any of his family members shall be made (subject to the
      provisions of such health care plans that may require earlier payment) by
      December 31 of the calendar year following the calendar year in which
      Executive or such family member incurred the
    expense.

              


      

       

      5.3.3        Termination
Due to Death or Disability.  In the event that Executive’s
employment is terminated due to Executive’s death or Disability the Corporation
shall pay all Accrued Obligations to Executive or Executive’s estate in a lump
sum in cash within ten (10) days after the Termination Date.

       

                                     
5.3.4        Waiver and
Release Agreement.  In consideration of the severance payments
and other benefits described in clauses (b) and (c) of Section 4.3.2, to which
severance payments and benefits Executive would not otherwise be entitled, and
as a precondition to Executive becoming entitled to such severance payments and
other benefits under this Agreement, Executive agrees to execute and deliver to
the Corporation within thirty (30) days after the applicable Termination Date a
Waiver and Release Agreement in the form attached hereto as Exhibit A without
alteration or addition other than to include the date (the “Release”).  If
Executive fails to execute and deliver the Release Agreement within thirty (30)
days after the applicable Termination Date, or if Executive revokes such Release
as provided therein, the Corporation shall have no obligation to provide any of
the severance payments and other benefits described in clauses (b) and (c) of
Section 4.3.2.  The timing of severance
payments under clause (b) of Section 4.3.2 upon Executive’s execution and delivery of the
Release shall be further governed by the following provisions (the last date on
which such payments may be made, the “Severance Payment
Deadline”):

       

      
        	
                 
      

              	
                (a)

              	
                In any case in which the Release (and the expiration
      of any revocation rights provided therein) could only become effective in
      a particular tax year of Executive, payments conditioned on execution of
      the release shall be made within ten
      (10) days after the Release becomes effective and such revocation rights
      have lapsed.

              


      

       

      
        
           


        

        
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                (b)

              	
                In
      any case in which the Release (and the expiration of any revocation rights
      provided therein) could become effective in one of two (2) taxable years
      of Executive depending on when Executive executes and delivers the
      Release, payments conditioned on execution of the Release shall be made
      within ten (10) days after the Release becomes effective and such
      revocation rights have lapsed, but not earlier than the first business day
      of the later of such tax years.

              


      

       

                       5.4          Required Delay
For Certain Deferred Compensation and Section 409A.  In the
event that any compensation with respect to Executive’s termination is “deferred
compensation” within the meaning of Section 409A of the Code and the regulations
promulgated thereunder (“Section 409A”),
the stock of WellCare, the Corporation or any affiliate is publicly traded on an
established securities market or otherwise, and Executive is determined to be a
“specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code,
payment of such compensation shall be delayed as required by Section
409A.  Such delay shall last six (6) months from the date of
Executive’s termination, except in the event of Executive’s
death.  Within thirty (30) days following the end of such six
(6)-month period, or, if earlier, Executive’s death, the Corporation shall make
a catch-up payment to Executive equal to the total amount of such payments that
would have been made during the six (6)-month period but for this Section
4.4.  Such catch-up payment
shall bear simple interest at the prime rate of interest as published by the
Wall
Street Journal’s bank survey as of the first day of the six (6)-month
period, which such interest shall be paid with the catch-up
payment.  Wherever payments under this Agreement are to be made in
installments, each such installment shall be deemed to be a separate payment for
purposes of Section 409A.

       

       5.5         Additional
Payments.

       

                                  
   5.5.1        Gross Up for
Excise Tax.  Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Corporation or WellCare to or for the benefit of Executive
(whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise, but determined without regard to any additional
payments required under this Section 4.5) (a “Payment”) would
be subject to the excise tax imposed by Section 4999 of the Code, or if any
interest or penalties are incurred by Executive with respect to such excise tax
(such excise tax, together with any such interest and penalties, being
hereinafter collectively referred to as the “Excise Tax”),
then Executive shall be entitled to receive an additional payment (a “Gross-Up
Payment”) in an amount such that, after payment by Executive of all taxes
(including interest or penalties imposed with respect to such taxes, but not
including interest and penalties imposed by reason of Executive’s failure to
file timely tax returns or to pay taxes shown due on such returns and any
interest, additions, increases or penalties unrelated to the Excise Tax or the
Gross-Up Payment), including, without limitation, the Excise Tax imposed upon
the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payment.  Notwithstanding the
foregoing provisions of this Section 4.5.1, in the
event the amount of Payments subject to the Excise Tax exceeds the product (the
“Parachute
Payment Limit”) of 2.99 and Executive’s applicable “base amount” (as such
term is defined for purposes of Section 4999 of the Code) by less than ten
percent (10%) of Executive’s base salary, Executive shall be treated as having
waived such rights with respect to Payments designated by Executive to the
extent required such that the aggregate amount of Payments subject to the Excise
Tax is less than the Parachute Payment Limit; provided,
however,
that to the extent necessary to comply with Section 409A of the Code, the waiver
shall be performed in the order in which each dollar of value subject to a
Payment reduces the amount in excess of the Parachute Payment Limit to the
greatest extent.


      
        
           


        

        
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      5.5.2        Gross-Up
Determinations.  Subject to the provisions of
Section 4.5.3, below, all determinations required to be made under this
Section 4.5, including
whether and when a Gross-Up Payment is required and the amount of such Gross-Up
Payment and the assumptions to be utilized in arriving at such determination,
shall be made by a nationally recognized accounting firm selected by Executive
and reasonably acceptable to the Corporation (the “Accounting
Firm”), which shall provide detailed supporting calculations both to the
Corporation and Executive within fifteen (15) business days of the receipt of
notice from Executive that there has been a Payment, or such earlier time as is
requested by the Corporation.  All fees and expenses of the Accounting
Firm shall be borne solely by the Corporation.  Any Gross-Up Payment,
as determined pursuant to this Section 4.5, shall be
paid by the Corporation to Executive within five (5) days of the receipt of the
Accounting Firm’s determination.  If the Accounting Firm determines
that no Excise Tax is payable by Executive, it shall furnish Executive with a
written opinion that failure to report the Excise Tax on Executive’s applicable
federal income tax return would not result in the imposition of a negligence or
similar penalty.  Any good faith determination by the Accounting Firm
shall be binding upon the Corporation and Executive.  As a result of
the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Corporation should have
been made (“Underpayment”),
consistent with the calculations required to be made hereunder.  In
the event that the Corporation exhausts its remedies pursuant to
Section 4.5.3, below,
and Executive thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment shall be promptly paid by the Corporation to or for
the benefit of Executive.

       

                                    
 5.5.3        Claims.  Executive
shall notify the Corporation in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Corporation of a
Gross-Up Payment.  Such notification shall be given as soon as
practicable but no later than fifteen (15) business days after Executive is
informed in writing of such claim and shall apprise the Corporation of the
nature of such claim and the date on which such claim is requested to be
paid.  Executive shall not pay such claim prior to the expiration of
the thirty (30)-day period following the date on which Executive gives such
notice to the Corporation (or such shorter period ending on the date that any
payment of taxes with respect to such claim is
due).  


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      If the Corporation notifies Executive in writing prior to
the expiration of such period that it desires to contest such claim, Executive
shall:  (a) give the Corporation any information reasonably requested
by the Corporation relating to such claim, (b) take such action in connection
with contesting such claim as the Corporation shall reasonably request in
writing from time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney reasonably selected by
the Corporation, (c) cooperate with the Corporation in good faith in order
effectively to contest such claim, and (d) permit the Corporation to participate
in any proceedings relating to such claim; provided,
however,
that the Corporation shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold Executive harmless, on an after-tax basis,
for any Excise Tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment of costs and
expenses.  Without limiting the foregoing provisions of this
Section 4.5.3, the
Corporation shall control all proceedings taken in connection with such contest
and, at its sole option, may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either direct Executive to
pay the tax claimed and sue for a refund or contest the claim in any permissible
manner; and Executive agrees to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as the Corporation shall determine; provided
further, however,
that if the Corporation directs Executive to pay such claim and sue for a
refund, the Corporation shall (to the extent permitted by law) advance the
amount of such payment to Executive on an interest-free basis and shall
indemnify and hold Executive harmless, on an after-tax basis, from any Excise
Tax or income tax (including interest or penalties with respect thereto) imposed
with respect to such advance or with respect to any imputed income with respect
to such advance; and provided,
further,
that any extension of the statute of limitations relating to payment of taxes
for the taxable year of Executive with respect to which such contested amount is
claimed to be due is limited solely to such contested
amount.  Furthermore, the Corporation’s control of the contest shall
be limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and Executive shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue Service or any other taxing
authority.

       

      5.5.4        Refunds.  If,
after the receipt by Executive of an amount advanced by the Corporation pursuant
to Section 4.5.3, Executive becomes entitled to receive any refund with
respect to such claim, Executive shall (subject to the Corporation’s complying
with the requirements of said Section 4.5.3) promptly
pay to the Corporation the amount of such refund (together with any interest
paid or credited thereon, after taxes applicable thereto).  If, after
the receipt by Executive of an amount advanced by the Corporation pursuant to
Section 4.5.3, a
determination is made that Executive shall not be entitled to any refund with
respect to such claim and the Corporation does not notify Executive in writing
of its intent to contest such denial of refund prior to the expiration of thirty
(30) days after such determination, then such advance shall be forgiven and
shall not be required to be repaid; and the amount of such advance shall offset,
to the extent thereof, the amount of the Gross-Up Payment required to be
paid.

       

      5.5.5        Timing
of Gross-Up Payment.  Subject to the foregoing provisions of
this Section 4.5 that may
require earlier payment, any Gross-Up Payment shall be paid to or for the
benefit of Employee by December 31 of the calendar year following the calendar
year in which the Excise Tax is remitted, or, if no Excise Tax is remitted, by
December 31 of the calendar year following the calendar year in which there is a
final and nonappealable settlement or other resolution of an audit or litigation
relating to the Excise Tax.

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

       5.6          Non-Exclusivity
of Rights.  Nothing in this Agreement shall prevent or limit
Executive’s continuing or future participation in any plan, program, policy or
practice provided by the Corporation or its subsidiaries and for which Executive
may qualify, nor shall anything herein limit or otherwise affect such rights as
Executive may have under any other contract or agreement with the Corporation or
its subsidiaries at or subsequent to the Termination Date, which shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement, except as explicitly modified by this Agreement.

       

       5.7          No Set-Off or
Mitigation.  The Corporation’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any setoff, counterclaim, recoupment,
defense, or other claim, right or action that the Corporation may have against
Executive or others, except to the extent of the mitigation and setoff
provisions provided for in this Agreement.  In no event shall
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to Executive under any of the provisions of
this Agreement and such amounts shall not be reduced whether or not Executive
obtains other employment.  The Corporation agrees to pay as incurred,
to the full extent permitted by law, all legal fees and expenses that Executive
may reasonably incur as a result of any contest (regardless of the outcome
thereof) by the Corporation, Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by
Executive about the amount of any payment pursuant to this Agreement), plus, in
each case, interest on any delayed payment at the applicable federal rate
provided for in Section 7872(f)(2)(A) of the Code.

       

      ARTICLE
6

       

      RESTRICTIVE
COVENANTS

       

      6.1           Confidential
Information.

       

      6.1.1        Obligation to
Maintain Confidentiality.  Executive acknowledges that, by
reason of Executive’s employment by the Corporation, the Executive will have
access to confidential information (collectively, “Confidential
Information”) of WellCare, the Corporation and their respective
subsidiaries (collectively, the “WellCare
Companies”).  Executive acknowledges that such Confidential
Information is a valuable and unique asset of the WellCare Companies and
covenants that, both during and after the Term, Executive shall not disclose any
Confidential Information to any Person (except as Executive’s duties as a
director, officer or employee of WellCare and the Corporation require) without
the prior written authorization of the Board.  The obligation of
confidentiality imposed by this Section 5.1 shall
not apply to Confidential Information that otherwise becomes known to the public
through no act of Executive in breach of this Agreement or which is required to
be disclosed by court order, applicable law or regulatory requirements, nor
shall it apply to Executive’s disclosure of Confidential Information to his
attorneys and advisors in connection with a dispute between Executive and a
WellCare Company.

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      


                                   
  6.1.2        WellCare
Company Property.  All records, designs, business plans,
financial statements, customer lists, manuals, memoranda, lists, research and
development plans, Intellectual Property and other property delivered to or
compiled by Executive by or on behalf of any WellCare Company or its providers,
clients or customers that pertain to the business of any WellCare Company shall
be and remain the property of such WellCare Company and be subject at all times
to its discretion and control.  Likewise, all correspondence, reports,
records, charts, advertising materials and other similar data pertaining to the
business, activities, research and development, Intellectual Property or future
plans of a WellCare Company that is collected by the Executive shall be
delivered promptly to such WellCare Company without request by it upon
termination of Executive’s employment.  For purposes of this Section
5.1.2, “Intellectual
Property” shall mean patents, copyrights, trademarks, trade dress, trade
secrets, other such rights, and any applications therefore.

                    

                       6.2          Inventions.  Executive
is hereby retained in a capacity such that Executive’s responsibilities may
include the making of technical and managerial contributions of value to the
WellCare Companies.  Executive hereby assigns to the applicable
WellCare Company all rights, title and interest in such contributions and
inventions made or conceived by Executive alone or jointly with others during
the Term that relate to the business of such WellCare Company.  This
assignment shall include (a) the right to file and prosecute patent applications
on such inventions in any and all countries, (b) the patent applications filed
and patents issuing thereon, and (c) the right to obtain copyright, trademark or
trade name protection for any such work product.  Executive shall
promptly and fully disclose all such contributions and inventions to the
Corporation and assist the Corporation or any other WellCare Company, as the
case may be, in obtaining and protecting the rights therein (including patents
thereon), in any and all countries; provided,
however,
that said contributions and inventions shall be the property of the applicable
WellCare Company, whether or not patented or registered for copyright, trademark
or trade name protection, as the case may be.  Notwithstanding the
foregoing, no WellCare Company shall have any right, title or interest in any
work product or copyrightable work developed outside of work hours and without
the use of any WellCare Company’s resources that does not relate to the business
of any WellCare Company and does not result from any work performed by Executive
for any WellCare Company.

       

                      
6.3          Unfair
Competition.

       

                                  
   6.3.1        Scope of
Covenant.  Executive agrees that during the Term, and for the
one-year period beginning on the Termination Date, Executive shall not, directly
or indirectly, for himself or on behalf of or in conjunction with any other
Person, without the prior written consent of the Board:

       

      
        	
                 
      

              	
                (a)

              	
                engage as an officer, director, shareholder, owner,
      partner, joint venturer, or in any managerial capacity, whether as an
      employee, independent contractor, consultant or advisor (paid or unpaid),
      or as a sales representative, or otherwise participate, in each case, in
      any business that sells, markets, or provides any benefits or services
      within any state in which a WellCare Company is doing business at the time
      Executive ceases
      to be employed by the Corporation that are in direct competition with the
      benefits or services provided by such WellCare Company in such
      state;

              


      

       

      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (b)

              	
                recruit,
      hire or solicit any employee or former employee of any WellCare Company or
      encourage any employee of any WellCare Company to leave such WellCare
      Company’s employ, unless such former employee has not been employed by the
      WellCare Group for a period in excess of six (6) months; provided,
      however,
      that the provisions of this clause (b) shall not apply to any member of
      Executive’s immediate family;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                call
      upon any Person who is at the time Executive ceases to be employed by the
      Corporation, or who was at any time during the one year period prior to
      the date Executive ceases to be employed by the Corporation, a provider,
      customer or agent of any WellCare Company for the purpose of soliciting or
      selling benefits or services that would violate clause (a) above;
      or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                request
      or advise any provider, customer or agent of any WellCare Company to
      withdraw, curtail or cancel its business dealings with such WellCare
      Company;

              


      

       

      provided,
however,
that nothing in this Section 5.3.1 shall be construed to preclude Executive from making
any investment in the securities of any business enterprise whether or not
engaged in competition with any WellCare Company, to the extent that such
securities are actively traded on a national securities exchange or in the
over-the-counter market in the United States or on any foreign securities
exchange, but only if such investment does not exceed two percent (2%) of the
outstanding voting securities of such enterprise, provided that such permitted
activity shall not relieve the Executive from any other provisions of this
Agreement.

       

      6.3.2        Nondisparagement.  Executive
agrees that he will not talk about or otherwise communicate to any third parties
in a malicious, disparaging, or defamatory manner regarding any WellCare
Company, and will not make or authorize to be made any written or oral statement
that may disparage or damage the reputation of the WellCare Companies or their
past or present employees, officers or other
representatives.

       

      6.3.3        Reasonableness.  It
is agreed by the parties that the foregoing covenants in this Section 5.3 impose a reasonable restraint on
Executive in light of the activities and business of the WellCare Companies on
the date of the execution of this Agreement and the current plans of the
WellCare Companies.  Executive acknowledges that the covenants in this
Section 5.3 shall not prevent Executive from earning a livelihood
upon the termination of employment hereunder, but merely prevents unfair
competition with the WellCare Companies for a limited period of
time.

       

      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      6.3.4        Severability.  The
covenants in this Section 5.3 are severable and separate, and the unenforceability
of any specific covenant shall not affect the provisions of any other
covenant.  In the event any court of competent jurisdiction shall
determine that the scope, time or territorial restrictions set forth herein are
unreasonable, then it is the intention of the parties that such restrictions be
enforced to the fullest extent that such court deems reasonable, and this
Agreement shall thereby be reformed.

       

      6.3.5        Enforcement by
the Corporation not Limited.  All of the covenants in this
Section 5.3 shall be construed as an agreement independent of any
other provision in this Agreement, and the existence of any claim or cause of
action of Executive against any WellCare Company, whether predicated in this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
Corporation or WellCare of such covenants.

       

                       6.4          Breach of
Restrictive Covenants.  The parties agree that a breach or
violation of this Article 5 will result in immediate and irreparable injury and
harm to the innocent party, and that such innocent party shall have, in addition
to any and all remedies of law and other consequences under this Agreement, the
right to seek an injunction, specific performance or other equitable relief to
prevent the violation of the obligations hereunder.

       

      ARTICLE
7

       

      ARBITRATION

       

       7.1          General.  Except
for an action for equitable relief that is permitted to be sought pursuant to
Section 5.4, any
controversy, dispute, or claim between the parties to this Agreement, including
any claim arising out of, in connection with, or in relation to the formation,
interpretation, performance or breach of this Agreement shall be settled
exclusively by arbitration, before a single arbitrator, in accordance with this
Article 6 and
the then most applicable rules of the American Arbitration
Association.  Judgment upon any award rendered by the arbitrator may
be entered by any state or federal court having jurisdiction
thereof.  Such arbitration shall be administered by the American
Arbitration Association.  Arbitration shall be the exclusive remedy
for determining any such dispute, regardless of its
nature.  Notwithstanding the foregoing, either party may in an
appropriate matter apply to a court for provisional relief, including a
temporary restraining order or a preliminary injunction, on the ground that the
award to which the applicant may be entitled in arbitration may be rendered
ineffectual without provisional relief.  Unless mutually agreed by the
parties otherwise, any arbitration shall take place in Tampa,
Florida.

       

       7.2          Selection of
Arbitrator.  In the event the parties are unable to agree upon
an arbitrator, the parties shall select a single arbitrator from a list of nine
arbitrators drawn by the parties at random from the “Independent” (or “Gold
Card”) list of retired judges or, at the option of Executive, from a list of
nine persons (which shall be retired judges or corporate or litigation attorneys
experienced in executive employment agreements) provided by the office of the
American Arbitration Association having jurisdiction over Tampa,
Florida.  If the parties are unable to agree upon an arbitrator from
the list so drawn, then the parties shall each strike names alternately from the
list, with the first to strike being determined by lot.  After each
party has used four strikes, the remaining name on the list shall be the
arbitrator.  If such person is unable to serve for any reason, the
parties shall repeat this process until an arbitrator is
selected.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

       7.3          Applicability
of Arbitration; Remedial Authority.  This agreement to resolve
any disputes by binding arbitration shall extend to claims against any parent,
subsidiary or affiliate of each party, and, when acting within such capacity,
any officer, director, stockholder, employee or agent of each party, or of any
of the above, and shall apply as well to claims arising out of state and federal
statutes and local ordinances as well as to claims arising under the common
law.  In the event of a dispute subject to this paragraph the parties
shall be entitled to reasonable discovery subject to the discretion of the
arbitrator.  The remedial authority of the arbitrator (which shall
include the right to grant injunctive or other equitable relief) shall be the
same as, but no greater than, would be the remedial power of a court having
jurisdiction over the parties and their dispute.  The arbitrator
shall, upon an appropriate motion, dismiss any claim without an evidentiary
hearing if the party bringing the motion establishes that he or it would be
entitled to summary judgment if the matter had been pursued in court
litigation.  In the event of a conflict between the applicable rules
of the American Arbitration Association and these procedures, the provisions of
these procedures shall govern.

       

       7.4          Fees and
Costs.  Any filing or administrative fees shall be borne
initially by the party requesting arbitration.  Thereafter, each party
shall be solely responsible for its costs and fees of the
arbitration.

       

       7.5          Award Final
and Binding.  The arbitrator shall render an award and written
opinion, and the award shall be final and binding upon the
parties.  If any of the provisions of this paragraph, or of this
Agreement, are determined to be unlawful or otherwise unenforceable, in whole or
in part, such determination shall not affect the validity of the remainder of
this Agreement, and this Agreement shall be reformed to the extent necessary to
carry out its provisions to the greatest extent possible and to insure that the
resolution of all conflicts between the parties, including those arising out of
statutory claims, shall be resolved by neutral, binding
arbitration.  If a court should find that the arbitration provisions
of this Agreement are not absolutely binding, then the parties intend any
arbitration decision and award to be fully admissible in evidence in any
subsequent action, given great weight by any finder of fact, and treated as
determinative to the maximum extent permitted by law.

       

      ARTICLE
8

       

      MISCELLANEOUS

       

       8.1          Amendments.  The
provisions of this Agreement may not be waived, altered, amended or repealed in
whole or in part except by the signed written consent of the parties sought to
be bound by such waiver, alteration, amendment or repeal.

       

       8.2          Entire
Agreement.  This Agreement, the Indemnification Agreement, any
agreements pertaining to the Restricted Stock and the Option and any agreements
pertaining to any other equity awards granted to Executive constitute the total
and complete agreement of the parties with respect to the subject matter hereof
and thereof and supersede all prior and contemporaneous understandings and
agreements heretofore made, and there are no other representations,
understandings or agreements.

       

      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

       8.3          Counterparts.  This
Agreement may be executed in one of more counterparts, each of which shall be
deemed and original, but all of which shall together constitute one and the same
instrument.

       

       8.4          Severability.  Each
term, covenant, condition or provision of this Agreement shall be viewed as
separate and distinct, and in the event that any such term, covenant, condition
or provision shall be deemed by an arbitrator or a court of competent
jurisdiction to be invalid or unenforceable, the court or arbitrator finding
such invalidity or unenforceability shall modify or reform this Agreement to
give as much effect as possible to the terms and provisions of this
Agreement.  Any term or provision which cannot be so modified or
reformed shall be deleted and the remaining terms and provisions shall continue
in full force and effect.

       

       8.5          Waiver or
Delay.  The failure or delay on the part of the Corporation or
Executive to exercise any right or remedy, power or privilege hereunder shall
not operate as a waiver thereof.  A waiver, to be effective, must be
in writing and signed by the party making the waiver.  A written
waiver of default shall not operate as a waiver of any other default or of the
same type of default on a future occasion.

       

       8.6          Successors and
Assigns.  This Agreement shall be binding on and shall inure to
the benefit of the parties to it and their respective heirs, legal
representatives, successors and assigns, except as otherwise provided
herein.  Neither this Agreement nor any of the rights, benefits,
obligations or duties hereunder may be assigned or transferred by Executive
except by operation of law.  Without the prior written consent of
Executive, this Agreement shall not be assigned by the
Corporation.  The Corporation shall require any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform if no such succession
had taken place.

       

       8.7          Necessary
Acts.  Each party to this Agreement shall perform any further
acts and execute and deliver any additional agreements, assignments or documents
that may be reasonably necessary to carry out the provisions or to effectuate
the purpose of this Agreement.

       

       8.8          Governing
Law.  This Agreement shall be governed by and interpreted,
construed and enforced in accordance with the laws of the State of
Delaware.

       

       8.9          Notices.  All
notices, requests, demands and other communications to be given under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date of service, if personally served on the party to whom notice is to be
given, or 48 hours after mailing, if mailed to the party to whom notice is to be
given by certified or registered mail, return receipt requested, postage
prepaid, and properly addressed to the party at his address set forth as follows
or any other address that any party may designate by written notice to the other
parties:

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      

      
        
        

         

        
          	 	 To
      Executive:    	 Thomas
      Tran
	 	 	 Address on
      file with the Corporation


        

         

      

      
         

         

        
          	 	 To WellCare or
      the Corporation:    	 WellCare
      Health Plans, Inc.
	 	 	 8735 Henderson Road
	 	 	 Renaissance Two
	 	 	 Tampa, FL 33634
	 	 	 Attn: Chief Executive Officer
	 	 	 Facsimile:  (813)
  290-6210


        

         

      

       8.10        Headings and
Captions.  The headings and captions used herein are solely for
the purpose of reference only and are not to be considered as construing or
interpreting the provisions of this Agreement.

       

       8.11        Construction.  All
terms and definitions contained herein shall be construed in such a manner that
shall give effect to the fullest extent possible to the express or implied
intent of the parties hereby.

       

       8.12        Counsel.  Executive
has been advised by WellCare and the Corporation that he should consider seeking
the advice of counsel in connection with the execution of this Agreement and the
other agreements contemplated hereby and Executive has had an opportunity to do
so.  Executive has read and understands this Agreement, and has sought
the advice of counsel to the extent he has determined
appropriate.  The Corporation shall reimburse Executive for the
reasonable fees and expenses of Executive’s counsel(s) in connection with the
preparation, negotiation, execution and delivery of this Agreement and the award
agreements contemplated by Section 2.3.1, up to a maximum of
$5,000.

       

       8.13        Withholding of
Compensation.  Executive hereby agrees that the Corporation may
deduct and withhold from the compensation or other amounts payable to Executive
hereunder or otherwise in connection with Executive’s employment any amounts
required to be deducted and withheld by the Corporation under the provisions of
any applicable Federal, state and local statute, law, regulation, ordinance or
order.

       

      [Remainder
of Page Intentionally Left Blank]

       

      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the date first above written.

                                                                                                                  

      
        
          	 	WELLCARE
	 	WELLCARE HEALTH
      PLANS, INC.
	 	 
	 	By: /s/
      Heath Schiesser____________
	 	Name: Heath G. Schiesser
	 	Title: President and Chief
      ExecutiveOfficer
	 	 
	 	CORPORATION
	 	COMPREHENSIVE HEALTH MANAGEMENT,
      INC.
	 	 
	 	By: /s/
      Heath
      Schiesser                           
                                                            
	 	Name: Heath G. Schiesser                                 
	 	Title: President and
      Chief Executive Officer
	 	 
	 	 EXECUTIVE
	 	
                   /s/
      Thomas L.
      Tran                                  
                                                            

                  Thomas
Tran

                

                                                                                      


      

                                                                                                                 

        
          
             


          

          
            19

            
              

            

          

          
             


          

        



      EXHIBIT
A

      
 

      WAIVER
AND RELEASE AGREEMENT

       

                 THIS
WAIVER AND RELEASE AGREEMENT (this “Release”) is
entered into as of [______________] (the “Effective
Date”), by Thomas Tran (the “Executive”) in
consideration of severance pay and benefits (the “Severance
Payment”) provided to the Executive by Comprehensive Health Management,
Inc., a Florida corporation (the “Corporation”),
pursuant to clauses (b) and (c) of Section 4.3.2 of the Employment Agreement by
and between the Corporation and the Executive (the “Employment
Agreement”).

       

                  
          1.            Waiver
and Release.  Subject
to the last sentence of the first paragraph of this Section 1, the Executive, on
his own behalf and on behalf of his heirs, executors, administrators, attorneys
and assigns, hereby unconditionally and irrevocably releases, waives and forever
discharges the Corporation and each of its affiliates, parents, successors,
predecessors, and the subsidiaries, directors, owners, members, shareholders,
officers, agents, and employees of the Corporation and its affiliates, parents,
successors, predecessors, and subsidiaries (collectively, all of the foregoing
are referred to as the “Employer”), from
any and all causes of action, claims and damages, including attorneys’ fees,
whether known or unknown, foreseen or unforeseen, presently asserted or
otherwise arising through the date of his signing of this Release, concerning
his employment or separation from employment.  Subject to the last
sentence of the first paragraph of this Section 1, this Release includes, but is
not limited to, any payments, benefits or damages arising under any federal law
(including, but not limited to, Title VII of the Civil Rights Act of 1964, the
Age Discrimination in Employment Act, the Employee Retirement Income Security
Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the
Family and Medical Leave Act, and the Worker Adjustment and Retraining
Notification Act, each as amended); any claim arising under any state or local
laws, ordinances or regulations (including, but not limited to, any state or
local laws, ordinances or regulations requiring that advance notice be given of
certain workforce reductions); and any claim arising under any common law
principle or public policy, including, but not limited to, all suits in tort or
contract, such as wrongful termination, defamation, emotional distress, invasion
of privacy or loss of consortium.  Notwithstanding any other provision
of this Release to the contrary, this Release does not encompass, and Executive
does not release, waive or discharge, the obligations of WellCare and/or the
Corporation (a) to make the payments and provide the other benefits contemplated
by the Employment Agreement, or (b) under any restricted stock agreement, option
agreement or other agreement pertaining to Executive’s equity ownership, or (c)
under any indemnification or similar agreement with Executive.

       

            The
Executive understands that by signing this Release, he is not waiving any claims
or administrative charges which cannot be waived by law.  He is
waiving, however, any right to monetary recovery or individual relief should any
federal, state or local agency (including the Equal Employment Opportunity
Commission) pursue any claim on his behalf arising out of or related to his
employment with and/or separation from employment with the
Corporation.

       

      
        
           


        

        
          20

          
            

          

        

        
           


        

      


            The
Executive further agrees without any reservation whatsoever, never to sue the
Employer or become a party to a lawsuit on the basis of any and all claims of
any type lawfully and validly released in this Release.

       

                  
         
2.            Acknowledgments.  The
Executive is signing this Release knowingly and voluntarily.  He
acknowledges that:

       

      
        	
                 
      

              	 	
                (a)

              	
                He
      is hereby advised in writing to consult an attorney before signing this
      Release Agreement;

              


      

       

      
        	
                 
      

              	 	
                (b)

              	
                He
      has relied solely on his own judgment and/or that of his attorney
      regarding the consideration for and the terms of this Release and is
      signing this Release Agreement knowingly and voluntarily of his own free
      will;

              


      

       

      
        	
                 
      

              	 	
                (c)

              	
                He
      is not entitled to the Severance Payment unless he agrees to and honors
      the terms of this Release;

              


      

       

      
        	
                 
      

              	 	
                (d)

              	
                He
      has been given at least twenty-one (21) calendar days to consider this
      Release, or he or she expressly waives his right to have at least
      twenty-one (21) days
      to consider this Release;

              


      

       

      
        	
                 
      

              	 	
                (e)

              	
                He
      may revoke this Release within seven (7) calendar days after signing it by
      submitting a written notice of revocation to the Employer.  He
      further understands that this Release is not effective or enforceable
      until after the seven (7) day period of revocation has expired without
      revocation, and that if he or she revokes this Release within the seven
      (7) day revocation period, he will not receive the Severance
      Payment;

              


      

       

      
        	
                 
      

              	 	
                (f)

              	
                He
      has read and understands the Release and further understands that, subject
      to the limitations contained herein, it includes a general release of any
      and all known and unknown, foreseen or unforeseen claims presently
      asserted or otherwise arising through the date of his signing of this
      Release that he may have against the Employer;
  and

              


      

       

      
        	
                 
      

              	 	
                (g)

              	
                No
      statements made or conduct by the Employer has in any way coerced or
      unduly influenced him or her to execute this
  Release.

              


      

       

                             3.           No
Admission of Liability.  This
Release does not constitute an admission of liability or wrongdoing on the part
of the Employer, the Employer does not admit there has been any wrongdoing
whatsoever against the Executive, and the Employer expressly denies that any
wrongdoing has occurred.

       

                             4.           Entire
Agreement.  There
are no other agreements of any nature between the Employer and the Executive
with respect to the matters discussed in this Release Agreement, except as
expressly stated herein, and in signing this Release, the Executive is not
relying on any agreements or representations, except those expressly contained
in this Release.


      
        
           


        

        
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    5.           Execution.  It
is not necessary that the Employer sign this Release following the Executive’s
full and complete execution of it for it to become fully effective and
enforceable.

       

                      
 
     6.           Severability.  If
any provision of this Release is found, held or deemed by a court of competent
jurisdiction to be void, unlawful or unenforceable under any applicable statute
or controlling law, the remainder of this Release shall continue in full force
and effect.

       

                       
      7.           Governing
Law.  This
Release shall be governed by the laws of the State of Florida, excluding the
choice of law rules thereof.

       

                       
      8.           Headings.  Section
and subsection headings contained in this Release are inserted for the
convenience of reference only.  Section and subsection headings shall
not be deemed to be a part of this Release for any purpose, and they shall not
in any way define or affect the meaning, construction or scope of any of the
provisions hereof.

       

      IN
WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day
and year first herein above written.

       

                                                                                     EXECUTIVE:

       

       

                                                                                     __________________


                                                                                     Thomas
Tran

       
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