employmentagreement.htm


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Form 8-K

    Exhibit 10.1

     

    


      EMPLOYMENT
AGREEMENT

       

      This
EMPLOYMENT AGREEMENT (the “Agreement”) is
made as of July 3, 2008, by and among WELLCARE HEALTH PLANS, INC., a Delaware
corporation (“WellCare”),
COMPREHENSIVE HEALTH MANAGEMENT, INC., a Florida corporation (the “Corporation”),
and Jonathan P. Rich, 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 Compliance Officer and for the Executive to
be appointed by WellCare as its Senior Vice President and Chief Compliance
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
2 EMPLOYMENT, TERM AND DUTIES

       

            
       1.1           Employment.  The
Corporation shall hereby employ Executive as Senior Vice President, Chief
Compliance 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, Chief Compliance Officer of
WellCare.  Executive shall report directly to the Chief Executive
Officer of WellCare and the Regulatory Compliance Committee (the “Regulatory Compliance
Committee”) of the Board of Directors of WellCare (the “Board”), unless
otherwise determined by the Board.

       

                   
1.2           Term.  The
Corporation shall employ Executive, and Executive shall serve as the Senior Vice
President, Chief Compliance Officer of the Corporation commencing upon the
Executive’s first day of employment on or about August 11, 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).

       

                    1.3           Duties.  Executive
shall perform all the duties and obligations reasonably associated with the
positions of Senior Vice President, Chief Compliance 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 and the
Regulatory Compliance Committee (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, the Chief Executive Officer
of WellCare and the Regulatory Compliance Committee.  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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1.4           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.  During
the Term but only through the second anniversary of the Effective Date, the
Corporation also shall pay Executive $4,000 per month as a temporary housing
allowance for housing in the Tampa area and $500 per month as an automobile
allowance.  During the Term, the Corporation will pay or reimburse
Executive for expenses incurred in traveling between Ridgefield, Connecticut and
Tampa, Florida.

       

      ARTICLE
2

      COMPENSATION

       

                   
2.1           Salary.  In
consideration for Executive’s services hereunder, the Corporation shall pay
Executive an annual salary at the rate of not less than $350,000 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.

       

                   
2.2           Bonus.

       

      2.2.1         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 sixty percent (60%) 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 $125,000 for the initial calendar year
of his employment.  Executive must be employed on the bonus payment
date in order to receive the bonus.

       

      2.2.2         Sign on
Bonus.  Executive shall be entitled to a one-time sign on bonus
of $50,000 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) less
than one (1) year after the Effective Date (such one-year period being 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.

       

      
        
           


        

        
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 2.3           Incentive
Awards.

       

      2.3.1         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 20,000 restricted shares of
WellCare’s common stock (the “Restricted
Stock”) and an
option to purchase 25,000 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.

       

                                      2.3.2        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 100 percent (100%) of Executive’s annual salary for such fiscal
year.  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, 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
3

      EXECUTIVE
BENEFITS

       

                   
3.1           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.  Unused vacation shall carry over in accordance with
the general policies of the Corporation.

       

                    3.2           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.

       

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

       

                    3.4           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 by December 31 of the calendar year following the
calendar year in which Executive incurred the expense.

       

      ARTICLE
4.

      TERMINATION

             
      4.1           Grounds for
Termination.

       

                                    4.1.1          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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4.1.2           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.

              


      

       

                              
      4.1.3         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
      Compliance 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.

              


      

       

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

       


      
        
           


        

        
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        	 	(a)	 The
      direct or indirect acquisition by an unrelated Person or Group of
      Beneficial Ownership (each as defined below) of stock that, together with
      stock already Beneficially Owned by such Person or Group, constitutes more
      than 50% of the voting power of WellCare’s issued and outstanding voting
      stock or more than 50% of the fair market value of WellCare’s issued and
      outstanding stock;
	 	 	 
	
                 
      

              	
                (b)

              	
                The
      direct or indirect sale or transfer by WellCare of substantially all of
      its assets to one or more unrelated Persons or Groups in a single
      transaction or a series of related
transactions;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      merger, consolidation or reorganization of WellCare with or into another
      corporation or other entity in which the Beneficial Owners of more than
      50% of the voting power of WellCare’s issued and outstanding voting
      securities immediately before such merger, consolidation or reorganization
      do not own, directly or indirectly, more than 50% of the voting power of
      the issued and outstanding voting securities of the surviving corporation
      or other entity immediately after such merger, consolidation or
      reorganization; or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                During
      any consecutive 12-month period, individuals who at the beginning of such
      period constituted the Board (together with any new directors whose
      election to the Board or whose nomination for election by the stockholders
      of WellCare was approved by a vote of a majority of the directors on the
      Board then still in office who were either directors at the beginning of
      such period or whose election or nomination for election was previously so
      approved) cease for any reason to constitute a majority of the members of
      the Board then in office.

              


      

       

      Notwithstanding the terms of this Section 4.1.4, none of
the foregoing events shall constitute a Change of Control if such event is not a
“Change in Control Event” under Treasury Regulations Section 1.409A-3(i)(5) or
successor guidance of the Internal Revenue Service.

       

      For purposes
of determining whether a Change of Control has occurred, a Person or Group shall
not be deemed to be “unrelated” if: (a) such Person or Group directly or
indirectly has Beneficial Ownership of more than 50% of the issued and
outstanding voting power of WellCare’s voting securities immediately before the
transaction in question, (b) WellCare has Beneficial Ownership of more than 50%
of the voting power of the issued and outstanding voting securities of such
Person or Group, or (c) more than 50% of the voting power of the issued and
outstanding voting securities of such Person or Group are owned, directly or
indirectly, by Beneficial Owners of more than 50% of the issued and outstanding
voting power of WellCare voting securities immediately before the transaction in
question.


      
        
           


        

        
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      The terms
“Person,”
“Group,”
“Beneficial
Owner,” and “Beneficial
Ownership” shall have the meanings used in the Securities Exchange Act of
1934, as amended.  Notwithstanding the foregoing, (a) Persons will not
be considered to be acting as a “Group” solely because they purchase or own
stock of WellCare at the same time, or as a result of purchases in the same
public offering, (b) Persons will be considered to be acting as a “Group” if
they are owners of a corporation that enters into a merger, consolidation,
reorganization, purchase or acquisition of stock, or similar business
transaction, with WellCare, and (c) if a Person, including an entity, owns stock
both in WellCare and in a corporation that enters into a merger, consolidation,
reorganization, purchase or acquisition of stock, or similar transaction, with
WellCare, such Person shall be considered to be acting as a Group with other
shareholders only with respect to the ownership in such corporation prior to the
transaction.

       

                                   
4.1.5          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.

       

                                    4.1.6          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.

       

                   
4.2           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”).

       

                   
4.3           Effect of
Termination.

       

                                   
 4.3.1         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.

       

      
        
           


        

        
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    4.3.2         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 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.

              


      

       

      
        	
                 
      

              	
                (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.

              


      

       

       

                                   
4.3.3          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.

       

                                    4.3.4          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”).  

       

      
        
           


        

        
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      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.

              


      

       

      
        	
                 
      

              	
                (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.

              


      

       

                    4.4           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.

       


      
        
           


        

        
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                    4.5           Additional
Payments.

       

                                   
 4.5.1         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.

       

                               
    
4.5.2           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. 


      
        
           


        

        
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       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.

       

                                     4.5.3         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).  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.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

                                   
4.5.4          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.

       

                                   
4.5.5                      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.

       

                   
4.6           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.

       

                   
4.7           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.

       

      
        
           


        

        
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      ARTICLE
5

      RESTRICTIVE
COVENANTS

       

                 
  5.1           Confidential
Information.

       

      5.1.1         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.

       

                                     5.1.2         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 therefor.

       

                
   5.2           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. 


      
        
           


        

        
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       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.

       

               
    5.3           Unfair
Competition.

       

                                   
5.3.1           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;

              


      

       

      
        	
                 
      

              	
                (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;

              


      

       

      
        
           


        

        
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                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.

              


      

       

      5.3.2         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.

       

      5.3.3         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.

       

      5.3.4         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.

       

      5.3.5         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.

       

            
       5.4           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.

       


      
        
           


        

        
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      ARTICLE
6

      ARBITRATION

       

      6.1         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.

       

      6.2         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.

       

      6.3         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.


      
        
           


        

        
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      6.4         Fees and
Costs.  Any filing or administrative fees shall be borne
initially by the party requesting arbitration.  The Corporation shall
be responsible for the costs and fees of the
arbitration.  Notwithstanding the foregoing, the prevailing party in
such arbitration, as determined by the arbitrator, and in any enforcement or
other court proceedings, shall be entitled, to the extent permitted by law, to
reimbursement from the other party for all of the prevailing party’s costs
(including but not limited to the arbitrator’s compensation), expenses, and
attorneys’ fees, subject to the requirement that such costs, expenses and
attorneys’ fees are reasonable, as determined by the
arbitrator.

       

      6.5         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
7

      MISCELLANEOUS

      7.1         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.

       

      7.2         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.

       

      7.3         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.

       

      7.4         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.

       

      
        
           


        

        
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      7.5         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.

       

      7.6         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.

       

      7.7         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.

       

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

       

      7.9         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:

       

      
        	
                To
      Executive:

              	
                Jonathan
      P. Rich

                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

              


      

       

      
        
           


        

        
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                      7.10            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.

       

      7.11           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.

       

      7.12           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.

       

      7.13            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]

       


      
        
           


        

        
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      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 Executive
Officer


      

       

       

      
        	
                 

              	 CORPORATION
	 
      	 
	
                 

              	 COMPREHENSIVE
      HEALTH 

                MANAGEMENT,
      INC.

              
	 
      	 
	 
      	 
	
                 

              	 By: /s/ Heath
      Schiesser       

                Name:
      Heath G. Schiesser

              
	
                 

              	Title:
      President and Chief Executive Officer
	 
      	 


      

       

      
        	
                 

              	 EXECUTIVE
	 
      	 
	 
      	 
	
                 

                 

              	 /s/ Jonathan
      Rich                 
      

                 
      Jonathan P. Rich

              


      

       

       

      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      WAIVER
AND RELEASE AGREEMENT

       

                 THIS
WAIVER AND RELEASE AGREEMENT (this “Release”) is
entered into as of [______________] (the “Effective Date”), by
Jonathan P. Rich (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.

       

      
        
           


        

        
          21

          
            

          

        

        
           


        

      

       

           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.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

                            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.

       

                            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:

              
	 
      
	 
      
	 
      
	
                                                                                                                                                                                           
      __________________

                                                                                                                                                                                    
             Jonathan P.
  Rich

              


      

       

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