exhibit10-8.htm


     
      

    

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    Exhibit
      10.8

    
 

    
      WELLCARE
        HEALTH PLANS, INC.

      2004
        EQUITY INCENTIVE PLAN

       

      NON-QUALIFIED
        STOCK OPTION AGREEMENT

      FOR

      HEATH
        SCHIESSER

       

      Agreement

       

      1.                      
        Grant
        of Option.  WellCare Health Plans, Inc. (the “Company”) hereby
        grants, as of January 25, 2008, to Heath Schiesser (the
        “Optionee”) an option (the “Option”) to purchase up to 500,000 shares of the
        Company’s Common Stock, $0.01 par value per share (the “Shares”), at an exercise
        price per share equal to $43.12 (the “Option Price”).  The Option
        shall be subject to the terms and conditions set forth herein.  The
        Option was issued pursuant to the Company’s 2004 Equity Incentive Plan (the
“Plan”), which is incorporated herein for all purposes.  The Option is
        a Non-Qualified Stock Option, and not an Incentive Stock Option.  The
        Optionee hereby acknowledges receipt of a copy of the Plan and agrees to
        be
        bound by all of the terms and conditions hereof and thereof and all applicable
        laws and regulations.

       

      2.                      
        Definitions.  Unless
        otherwise provided herein, terms used herein that are defined in the Plan
        and
        not defined herein shall have the meanings attributed thereto in the
        Plan.

       

      3.                      
        Exercise
        Schedule.  Except as otherwise provided in Sections 6 and 7 of
        this Agreement, or in the Plan, the Option is exercisable in installments
        as
        provided below, which shall be cumulative. To the extent that the Option
        has
        become exercisable with respect to a percentage of Shares as provided below,
        the
        Option may thereafter be exercised by the Optionee, in whole or in part,
        at any
        time or from time to time prior to the expiration of the Option as provided
        herein. The Option shall vest in equal monthly installments on the 25th day
        of
        each calendar month for forty-eight (48) months (each, a “Vesting Date”)
        provided that the Optionee’s employment or service with the Company and its
        Subsidiaries during the period beginning on January 25, 2008 (the “Vesting
        Commencement Date”) continues through and on the applicable Vesting Date.


       

      Notwithstanding
        anything contained herein to the contrary, once the Option has vested and
        become
        exercisable with respect to 100% of the Shares, then the Option shall be
        fully
        vested and the provisions of the preceding sentence shall cease to apply.

       

      Except
        as otherwise specifically provided herein, there shall be no proportionate
        or
        partial vesting in the periods prior to each Vesting Date, and all vesting
        shall
        occur only on the appropriate Vesting Date. Upon the termination of the
        Optionee’s employment or service with the Company and its Subsidiaries, any
        unvested portion of the Option shall terminate and be null and void.

       

      4.                      
        Method
        of Exercise.  The vested portion of this Option shall be
        exercisable in whole or in part in accordance with the exercise schedule
        set
        forth in Section 3 hereof by written notice which shall state the election
        to
        exercise the Option, the number of Shares in respect of which the Option
        is
        being exercised (which number must be a whole number), and such other
        representations and agreements as to the holder’s investment intent with respect
        to such Shares as

       


      
        
          
             

             

          

           

        

        
           

          
            

          

        

        
           

        

      


      may
        be required by the Company pursuant to the provisions of the
        Plan.  Such written notice shall be signed by the Optionee and shall
        be delivered in person or by certified mail to the Secretary of the
        Company.  The written notice shall be accompanied by payment of the
        Option Price.  This Option shall be deemed to be exercised after both
        (a) receipt by the Company of such written notice accompanied by the Option
        Price and (b) arrangements that are satisfactory to the Committee in its
        sole
        discretion have been made for Optionee’s payment to the Company of the amount,
        if any, that is necessary to be withheld in accordance with applicable Federal
        or state withholding requirements.  No Shares will be issued pursuant
        to the Option unless and until such issuance and such exercise shall comply
        with
        all relevant provisions of applicable law, including the requirements of
        any
        stock exchange upon which the Shares then may be traded.

       

      5.                      
        Method
        of Payment.    Payment of the Option Price shall be
        by any of the following, or a combination thereof, at the election of the
        Optionee:  (a) in cash (including check, bank draft, money order or
        wire transfer of immediately available funds), (b) by delivery of outstanding
        shares of Common Stock with a Fair Market Value on the date of exercise equal
        to
        the aggregate exercise price payable with respect to the Options’ exercise, (c)
        by simultaneous sale through a broker reasonably acceptable to the Committee
        of
        Shares acquired on exercise, as permitted under Regulation T of the Federal
        Reserve Board, (d) by authorizing the Company to withhold from issuance a
        number
        of Shares issuable upon exercise of the Option which, when multiplied by
        the
        Fair Market Value of a share of Common Stock on the date of exercise, is
        equal
        to the Option Price payable with respect to the portion of the Option being
        exercised or (e) by any combination of the foregoing.

       

                
        In the event the Optionee elects to pay the Option Price pursuant to clause
        (b)
        above, (i) only a whole number of share(s) of Common Stock (and not fractional
        shares of Common Stock) may be tendered in payment, (ii) the Optionee must
        present evidence acceptable to the Company that the Optionee has owned any
        such
        shares of Common Stock tendered in payment of the Option Price (and that
        such
        tendered shares of Common Stock have not been subject to any substantial
        risk of
        forfeiture) for at least six months prior to the date of exercise, and (iii)
        Common Stock must be delivered to the Company. Delivery for this purpose
        may, at
        the election of the Optionee, be made either by (A) physical delivery of
        the
        certificate(s) for all such shares of Common Stock tendered in payment of
        the
        Option Price, accompanied by duly executed instruments of transfer in a form
        acceptable to the Company, or (B) direction to the Optionee’s broker to
        transfer, by book entry, such shares of Common Stock from a brokerage account
        of
        the Optionee to a brokerage account specified by the Company.  When
        payment of the Option Price is made by delivery of Common Stock, the difference,
        if any, between the Option Price payable with respect to the portion of the
        Option being exercised and the Fair Market Value of the shares of Common
        Stock
        tendered in payment (plus any applicable taxes) shall be paid in
        cash.  The Optionee may not tender shares of Common Stock having a
        Fair Market Value exceeding the Option Price payable with respect to the
        portion
        of the Option being exercised (plus any applicable taxes).

       

                
        In the event the Optionee elects to pay the Option Price pursuant to clause
        (d)
        above, (i) only a whole number of Share(s) (and not fractional Shares) may
        be
        withheld in payment and (ii) the Optionee must present evidence acceptable
        to
        the Company that the Optionee has owned a number of shares of Common Stock
        at
        least equal to the number of Shares to be withheld in payment of the Option
        Price (and that such owned shares of Common Stock have not been subject to
        any
        substantial risk of forfeiture) for at least six months prior to the date
        of
        exercise. When

       


      
        
          
             

          

           

        

        
           

          
            

          

        

        
           

        

      


      payment
        of the Option Price is made by withholding of Shares, the difference, if
        any,
        between the Option Price payable with respect to the portion of the Option
        being
        exercised and the Fair Market Value of the Shares withheld in payment (plus
        any
        applicable taxes) shall be paid in cash.  The Optionee may not
        authorize the withholding of Shares having a Fair Market Value exceeding
        the
        Option Price payable with respect to the portion of the Option being exercised
        (plus any applicable taxes).  Any withheld Shares shall no longer be
        issuable under the Option.

       

      6.                      
        Termination
        of Optionee’s
        Service. 

       

      (a)           
        Death
        or Disability.  If the Optionee ceases to be an officer or
        employee of, or to perform other services for, the Company or any Subsidiary
        due
        to the Optionee’s death or Disability, the Option shall become fully vested on
        the date of such cessation and shall remain exercisable for a period of one
        year
        from the date of such death or Disability, but in no event after the expiration
        date provided in Section 7(a) below.

       

      (b)           
        Termination
        Without Cause or for Good Reason.  If the Optionee’s employment
        by, or other performance of services for, the Company or any Subsidiary is
        terminated without Cause or by the Optionee for Good Reason, the vesting
        of the
        Option shall be accelerated such that the Options are vested as of the date
        of
        the Optionee’s termination of employment to the same extent that the Option
        would have vested had the Optionee’s employment continued for twenty-four months
        (or, if the date of termination occurs on or after January 25, 2009, twelve
        months) after the date of termination and such vested Options shall remain
        so
        for a period of one year from the date of such termination, but in no event
        after the expiration date provided in Section 7(a) below.

       

      (c)           
        Intentionally Omitted.

       

      (d)           
        Other
        Termination of Service.  If the Optionee ceases to be an
        officer or employee of, or to perform other services for, the Company or
        any
        Subsidiary for any reason other than death, Disability, Without Cause or
        for
        Good Reason, the portion of the Option that was exercisable on the date of
        such
        cessation shall remain so for a period of one year after the date of such
        cessation, but in no event after the expiration date provided in Section
        7(a)
        below.

       

      (e)           
        Change
        in Control.  Notwithstanding the foregoing, if there is a
        Change in Control of the Company, then the Option shall be immediately vested
        and fully exercisable immediately prior to such Change in Control and shall
        remain so for a period of one year from the date of the Change in Control
        but in
        no event after the expiration date provided in Section 7(a) below.

       

                 
        (f)           
Extension
        of Post-Termination of Service Exercise Period.  The
        period during which the Option can be exercised after a termination of service
        subject to Sections 6(a), (b), (d) or (e) above will be extended
        for any period during which the Optionee cannot exercise the Option because
        such
        an exercise would violate an applicable Federal, state, local, or foreign
        law,
        until 30 days after the exercise of the Optionfirst
        would no longer violate an applicable Federal,
        state, local, and foreign laws.

       

      (g)           
Certain
        Defined Terms.  For
        purposes of this Agreement, the terms “Cause”, “Good
        Reason,”“Disability”and
        “Change
        in Control” shall have
        such meaning as otherwise set forth in the Employment Agreement dated
        January
        25, 2008 between the Grantee, the Company and Comprehensive Health Management,
        Inc., a Floridacorporation.

       


      
        
          
             

          

           

        

        
           

          
            

          

        

        
           

        

      


      7.           
        Other Termination of Option.

       

      (a)                      
        Expiration
        of Option.  Notwithstanding
        anything to the contrary, any unexercised portion of the Option shall
        automatically and without notice terminate and become null and void on the
        tenth
        anniversary of the date as of which the Option is granted.

       

      (b)           
Cancellation
        by the Committee.  Notwithstanding
        anything to the contrary, in connection with any transaction
        of the type specified by clause (iii) of the definition of a Change in Control
        in Section 2(c) of the Plan, the Committee may, in its discretion, (i) cancel
        the Option in consideration for payment to the Optionee of an amount equal
        to
        the portion of the
        consideration that would have  been payable to the Optionee pursuant
        to such transaction if the Option had been fully exercised immediately prior
        to
        such transaction, less the aggregate Option Price that would have been payable
        therefor, or (ii) if the amount
        that would have been payable to the Optionee pursuant to such transaction
        if the
        Option had been fully exercised immediately prior thereto would be equal
        to or
        less than the aggregate Option Price that would have been payable therefor,
        cancel the Option
        for no consideration or payment of any kind.  Payment of any amount
        payable pursuant to the preceding sentence may be made in cash or, in the
        event
        that the consideration to be received in such transaction includes securities
        or
        other property, in cash
        and/or securities or other property in the Committee’s
        discretion.

       

      (c)           
Corporate
        Transactions.  Notwithstanding
        anything to the contrary, to the extent not previously exercised, the Option
        shall terminate immediately in the event of the liquidation or dissolution
        of the Company.

       

      8.           
Transferability.  Unless
        otherwise determined by the Committee, the Option granted hereby is not
        transferable otherwise than by will or under the applicable laws of descent
        and
        distribution, and during the lifetime of the Optionee
        the Option shall be exercisable only by the Optionee, or the Optionee’s
        guardian or legal representative. In addition, the Option shall not be assigned,
        negotiated, pledged or hypothecated in any way (whether by operation of law
        or
        otherwise), and the
        Option shall not be subject to execution, attachment or similar process.
        Upon
        any attempt to transfer, assign, negotiate, pledge or hypothecate the Option,
        or
        in the event of any levy upon the Option by reason of any execution, attachment
        or similar process
        contrary to the provisions hereof, the Option shall immediately become null
        and
        void.  The terms of this Option shall be binding upon the executors,
        administrators, heirs, successors and assigns of the Optionee.  The
        terms of this Option shall be binding
        upon the executors, administrators, heirs, successors and assigns of the
        Optionee.

       

      9.           
No
        Rights of Stockholders.  Neither
        the Optionee nor any personal representative (or beneficiary) shall be, or
        shall
        have any of the rights and privileges of, a stockholder
        of the Company with respect to any shares of Stock purchasable or issuable
        upon
        the exercise of the Option, in whole or in part, prior to the date of exercise
        of the Option.

       

      10.           
No
        Right to Continued Employment or Service.  Neither
        the Option nor this
        Agreement shall confer upon the Optionee any right to continued employment
        or
        service with the Company.

       

      11.                      
        Law
        Governing.  This
        Agreement shall be governed in accordance with and governed by the internal
        laws
        of the State of Delaware.

       


      
        
          
             

          

           

        

        
           

          
            

          

        

        
           

        

      


      12.                      
        Interpretation
        / Provisions of Plan Control.
        This Agreement is subject to all the terms, conditions and provisions of
        the
        Plan, including, without limitation, the amendment provisions thereof, and
        to
        such rules, regulations and interpretations relating to the Plan adopted
        by the Committee as may be in effect from time to time. If and to the extent
        that this Agreement conflicts or is inconsistent with the terms, conditions
        and
        provisions of the Plan, the Plan shall control, and this Agreement shall
        be
        deemed to be modified
        accordingly. The Optionee accepts the Option subject to all the terms and
        provisions of the Plan and this Agreement.  The undersigned Optionee
        hereby accepts as binding, conclusive and final all decisions or interpretations
        of the Committee upon any questions
        arising under the Plan and this Agreement.

       

      13.                      
        Notices.  Any
        notice under this Agreement shall be in writing and shall be deemed to have
        been
        duly given when delivered personally or when deposited in the United
        Statesmail,
        registered, postage prepaid,
        and addressed, in the case of the Company, to the Company’s
        Secretary at:

       

      8735
        Henderson Road

      Renaissance
        Two

      Tampa,
        FL 33634

       

      or
        if the Company should move its principal office, to such principal office,
        and,
        in the case of the Optionee, to the Optionee’s
        last permanent address as shown on the Company’s
        records, subject to the right of either party to designate some other address
        at
        any time hereafter in a notice satisfying the requirements of this
        Section.

       

      14.           
Tax
        Consequences.  Set
        forth below is a brief
        summary as of the date of this Option of some of the federal tax consequences
        of
        exercise of this Option and disposition of the Shares.  THIS SUMMARY
        IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
        CHANGE.  THE OPTIONEE SHOULD
        CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
        SHARES.

       

      (a)           
The
        Optionee will not recognize any income on receipt of the Option.

       

      (b)           
The
        Optionee will recognize ordinary income at the time he exercises the Option
        equal to the amount
        by which the Fair Market Value of the Shares on the date of exercise exceeds
        the
        Option Price paid for the Shares.  The amount so recognized is subject
        to federal withholding and employment taxes if the Optionee is an
        employee.

       

      (c)           
The
        Optionee’s
        tax
        basis for the Shares received as a result of the exercise of the Option will
        be
        equal to the Fair Market Value of those Shares on the date of the
        exercise.

       

      (d)           
Upon
        the sale of the Shares, the Optionee will recognize a capital gain or loss
        on
        the difference
        between the amount realized from the sale of the Shares and the Fair Market
        Value on the date of exercise.  The gain or loss would be short- or
        long-term depending upon whether the Shares were held for at least one year
        after the date of exercise of the
        Option.

       

      *  *  *  *  *

       


      
        
          
             

          

           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the undersigned have executed this Agreement as of the
25thday
        of  January,
        2008.

       

      
        	 	
                COMPANY:

                WELLCARE
                  HEALTH PLANS, INC.

                 

                 

              
	 	
                By:  /s/  Neal
                  Moszkowski

                Name:
                  Neal Moszkowski

                Title:
                  Chairman of the Compensation Committee

                 

                 

              


      

       

      Optionee
        acknowledges receipt of a copy of the Plan and represents that he or she
        is
        familiar with the terms and provisions thereof, and hereby accepts this Option
        subject to all of the terms and provisions thereof.  Optionee has
        reviewed the Plan
        and this Option in their entirety, has had an opportunity to obtain the advice
        of counsel prior to executing this Option, and fully understands all provisions
        of the Option.

       

       

       

      
        	
                Dated:  January
                  25, 2008

                 

              	
                OPTIONEE:

                 

              
	 	
                 
                  /s/  Heath
                  Schiesser