exhibit10-1.htm


    
      

    

    Back
      to Form 8-K

    Exhibit
      10.1

    
 

    EXECUTION
      COPY


     

    SEPARATION
      AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS

    


    This
      Separation Agreement and General
      Release of All Claims (“Agreement”) is made and entered into by and among WellCare Health Plans, Inc.,
      a Delaware
      corporation (“WellCare”),
      Comprehensive Health Management,
      Inc., a Florida corporation (the “Company”) and
      Todd S. Farha
      (hereinafter “Farha”).

    


    WHEREAS
      Farha, WellCare and
      the Company are parties to an Amended and Restated Employment Agreement dated
      June 6, 2005 (the “Employment Agreement”);

    


    WHEREAS
Farha
      has served the
      Company as its Chief Executive Officer and President;

    


    WHEREAS
      Farha has served
      WellCare as its Chief Executive Officer, President, and Chairman of its Board
      of
      Directors, and as a member of its Board of Directors;

    


    WHEREAS
      Farha, WellCare and
      the Company have agreed that Farha will resign from all positions with WellCare,
      the Company, and all of their respective directly and indirectly owned
      subsidiaries and affiliates, including all employment, officer and board of
      directors and other positions; and

    


    WHEREAS
      WellCare, the Company
      and Farha desire to resolve any differences or disputes now existing or which
      may arise hereafter with respect to Farha’s employment and his resignation
      therefrom and as an officer and director.

    


    NOW,
      THEREFORE, AND IN
      CONSIDERATION of the mutual promises of the parties to this Agreement,
      the receipt and sufficiency of which are hereby acknowledged, the parties agree
      as follows:

    


    1.           
      Defined
      Terms.  Each capitalized term used herein but not otherwise
      defined shall have the meaning provided such term in the Employment
      Agreement.

    


    2.           
      Resignation from
      Employment.  Farha hereby resigns his employment with WellCare,
      the Company and their subsidiaries and affiliates, and resigns from all the
      offices, directorships and other positions he holds with WellCare, the Company
      and all of their respective directly and indirectly owned subsidiaries and
      affiliates, including without limitation his positions as Chief Executive
      Officer and President of WellCare and the Company, his position as Chairman
      of
      the Board of WellCare, and his position as a member of the Board of Directors
      of
      WellCare, effective as of January 25, 2008; provided, however, Farha
      shall continue as a non-executive employee of the Company to facilitate an
      orderly transition, and shall be available to the Company upon request through
      close of business on March 31, 2008 (the “Resignation Date”).  After
      the Resignation Date, Farha shall not be entitled to the receipt of any further
      payments or benefits from WellCare or the Company other than those related
      to
      the Indemnification and Advancement Rights (as defined below) and as expressly
      provided for in this Agreement.  WellCare and the Company hereby
      accept such resignation.  The parties agree that this Agreement
      constitutes written notice to WellCare of Farha’s resignation from the Board of
      Directors of WellCare, pursuant to Article III, Section 11 of WellCare’s Amended
      and Restated Bylaws.  The parties further agree that Farha’s
      resignation on the Resignation Date shall be deemed for all purposes of the
      Employment Agreement to be a “Voluntary Resignation by Executive” (as defined in
      Section 4(d) of the Employment Agreement) except as set forth
      herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    3.           
      Payments Upon and
      Following Resignation.

    


    (a)           
      In accordance with Sections 5(d) and (e) of the Employment Agreement, Farha
      shall receive, on the next regularly scheduled pay day after the Resignation
      Date, the unpaid portion of his base salary through the Resignation Date, as
      well as payment for any accrued but unused vacation days as of the Resignation
      Date, in accordance with WellCare’s and the Company’s applicable policies and
      procedures.

    


    (b)           
      Farha’s benefits shall terminate in accordance with the terms of WellCare’s and
      the Company’s respective benefits plans and its standard policies and
      procedures, except that:  (i) Farha may elect to continue the health
      insurance coverage that he had maintained as an employee pursuant to the
      Consolidated Omnibus Budget Reconciliation Act as amended (“COBRA”), and (ii)
      subject to his insurability, the Company shall assign to Farha the Executive
      Policies (as that term is defined in the Employment Agreement).

    


    (c)           
      WellCare or the Company shall reimburse Farha for appropriate and reasonable
      expenses incurred on or before the Resignation Date, if any, in accordance
      with
      the applicable policies and procedures.

    


    (d)           
      Farha shall make himself reasonably available after the Resignation Date through
      June 30, 2008 to assist the Company and/or WellCare with business
      transition issues, as may be requested by the Company.  The Company
      will compensate Farha for any such services at a rate of $500 per hour plus
      appropriate and reasonable expenses.

    


    4.           
      Stock Options and
      Stock.

    


    (a)           
      In accordance with Sections 5(d) and (e) of the Employment Agreement, subject
      to
      Section 4(c) below, and subject to any restrictions otherwise provided
      hereinafter or by agreement, plan terms or law, Farha (i) owns the WellCare
      restricted stock and the WellCare stock options that have vested prior to
      January 2008, and (ii) as to options and restricted stock vesting after such
      date, shall, upon exercise in accordance with the applicable option agreement
      as
      to options, be deemed the owner of vested shares, as set forth in Exhibit A hereto,
      to
      the extent permitted and as provided in the agreement or plan governing such
      options and shares with respect to a voluntary resignation without good
      reason.  Any such vesting and/or exercise shall be completed in
      accordance with and subject to the terms and conditions of the undated
      Non-Qualified Stock Option Agreement under the 2004 Equity Incentive Plan
      providing for a grant of an option as of March 13, 2007; the undated
      Non-Qualified Stock Option Agreement under the 2004 Equity Incentive Plan
      providing for a grant of an option as of March 13, 2006, the June 6,
      2005 Non-Qualified Stock Option Agreement under the 2004 Equity Incentive Plan,
      the March 15, 2005 Restricted Stock Agreement, the February 6, 2004 Time
      Vesting Option Agreement Evidencing a Grant of an Option under 2002 Employee
      Option Plan, the applicable plan documents, and applicable law, consistent
      with
      the terms of this Agreement.   Otherwise, any unvested stock options
      granted to Farha, as well as any unvested restricted stock and performance
      shares granted to him, subject to Section 4(e) below, shall terminate as of
      the
      Resignation Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    (b)           
      For purposes of illustrating and implementing Section 4(a)(ii) and none other,
      set forth as Exhibit
      A hereto is a tabular summary of the vested options which Farha shall
      be
      entitled to exercise following the Resignation Date, subject to the provisions
      of Section 4(a) of this Agreement.

    


    (c)           
      Notwithstanding the foregoing, Farha, WellCare and the Company agree that (i)
      Farha must exercise the options referenced in Section 4(b) no later than June
      28, 2008 and (ii) any sales by Farha of shares of WellCare common stock acquired
      upon exercise of these options will be effected (A) only in compliance with
      the
      federal securities laws, (B) in accordance with the provisions of Rule 144
      under
      the Securities Act of 1933, as amended and, (C) at such time as the provisions
      of Rule 144 shall cease to apply to such sales, will be made only if WellCare
      is
      current in its periodic report filings with the Securities and Exchange
      Commission. WellCare believes that WellCare's existing Form S-8 registration
      statements are and will remain effective through April 29, 2008, notwithstanding
      WellCare's late filing of its Form 10-Q for the quarter ended September 30,
      2007
      or any late filing of its Form 10-K for the year ended December 31, 2007, and,
      therefore, WellCare agrees not to refuse to honor a request made by Farha on
      or
      before April 29, 2008 to exercise the options on the basis that the Form S-8
      registration statements were no longer effective as a result of such late
      filings. In the event the options are exercised subsequent to April 29, 2008,
      the parties to this Agreement hereby acknowledge that WellCare may not have
      an
      effective registration statement covering the shares; and, in such event
      WellCare shall in no event be obligated to issue shares other than in compliance
      with applicable securities law, and such options shall be exercisable and the
      subject shares deliverable only upon the WellCare’s receipt from counsel to
      Farha of an opinion of counsel, reasonably acceptable to WellCare in form and
      substance, that for lawful issuance of such shares, such registration is not
      required under the Securities Act of 1933 and applicable state securities laws
      under the circumstances.

     

    (d)           
      In that event Farha provides notice to WellCare of his intent to sell or
      otherwise lawfully dispose of any vested shares of restricted stock, including
      but not limited to a sale of such restricted stock pursuant to Rule 144 of
      the
      Securities Act of 1933, WellCare hereby covenants and agrees that it will take
      reasonable steps to promptly facilitate the sale of such restricted stock in
      good faith and at WellCare’s expense.  Such facilitation shall
      include, but is not limited to, clearing any such sale with WellCare’s transfer
      agent, providing all appropriate legal opinions, and otherwise enabling the
      removal of any restrictive legends from the share certificates.

    


    (e)           
      Notwithstanding Paragraph 4(a) above, Farha claims that a total of 32,500,
      65,000, or 130,000 shares (“Performance Shares”) subject to the June 6,
      2005 Performance Share Award Agreement (the “Performance Share Agreement”) may
      have been earned subject to final reporting of WellCare’s audited financial
      results for the fiscal 2006 through fiscal 2007 period.  Farha agrees
      that such claim is relinquished, and his rights to receive any such Performance
      Shares shall be deemed extinguished, unless all of the following conditions
      shall have been satisfied prior to June 6, 2010:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              (i)

            	
              WellCare’s
                having achieved (A) the maximum cumulative adjusted earnings per
                share
                (“cumulative adjusted EPS”) provided by the Performance Share Agreement
                for vesting of such 130,000 shares, (B)the target cumulative adjusted
                EPS
                for the vesting of 65,000 shares, or (C) the threshold cumulative
                adjusted
                EPS for the vesting of 32,500 shares shall be confirmed by the final
                reporting of WellCare’s audited financial results for the fiscal 2005
                through fiscal 2007 period; 

            


    

    


    
      	
              (ii)

            	
              There
                shall have been no loss contingencies identified for subsequent periods
                which, had they been identified and accrued in the fiscal 2005 through
                the
                fiscal 2007 period, would have resulted in the fiscal 2005 through
                fiscal
                2007 cumulative adjusted EPS not meeting the relevant cumulative
                adjusted
                EPS amounts as referenced in Section 4(e)(i) above;
                

            


    

    


    
      	
              (iii)

            	
              Farha
                shall not be subject to any legal proceeding brought or threatened,
                or
                that could but has yet to be brought, by a governmental entity in
                connection with the ongoing investigations, meaning and including,
                without
                limitation, that all of the following must have occurred: (a) that
                Farha
                shall not have become a party to, or have consented to the entry
                or
                execution of, an order or negotiated resolution with any court or
                government agency (regardless of whether criminal or civil) relating
                to or
                arising out of the matters under investigation in which it is found
                or
                determined (regardless of whether Farha so admits) that Farha violated,
                caused others to violate, or acted so as to aid and abet or cause
                or
                contribute to the violation by others of applicable laws, rules,
                or
                regulations; and (b) that Farha shall have been advised (and is able
                to so
                confirm to the Company's reasonable satisfaction) by the U.S. Department
                of Justice, the U.S. Securities and Exchange Commission, and other
                governmental entities involved or that may become involved in the
                ongoing
                investigations, that such governmental bodies have no further questions
                or
                requirements of information from him under their processes and have
                determined neither to prosecute nor to otherwise proceed against
                Farha
                (regardless of whether criminal or civil) in connection with the
                ongoing
                investigations; and (c) that it shall not have been found or determined
                that Farha caused others to violate, or acted so as to aid and abet
                or
                cause or contribute to the violation by others of, applicable laws,
                rules
                or regulations, with respect to WellCare’s, the Company’s, or any of their
                subsidiaries’ or affiliates’ affairs (regardless of whether criminal or
                civil); and 

            


    

    


    
      	
              (iv)

            	
              WellCare,
                the Company or any of their subsidiaries or affiliates shall not
                have been
                required, as a basis for resolving their status under the ongoing
                law
                enforcement investigations and any proceedings resulting therefrom,
                to
                have entered into or become subject to any criminal or civil order
                of any
                court or agency relating to the matters under investigation, or any
                agreement with any governmental agency, by which there are found
                to have
                been violations of laws, rules or regulations by the Company, WellCare,
                or
                their subsidiaries or affiliates occurring within the 2005 through
                2007
                (or prior) period. 

            


    

     

    In
      the
      event it shall be agreed or determined that the conditions to Farha’s claim to
      the Performance Shares have been satisfied, he shall pay WellCare in cash or
      forfeiture of shares for all applicable withholding and shall hold the Company
      and WellCare harmless for any tax effects or consequences.  WellCare
      and the Company agree that in determining whether Farha’s claim to the
      Performance Shares for the fiscal 2005 through fiscal 2007 Performance Cycle
      has
      been satisfied, Farha shall not be deemed to have forfeited any rights with
      respect to such claims due to the effective date of his
      resignation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.           
      General
      Release.

    


    (a)           
      In consideration for the payments and obligations undertaken by WellCare and
      the
      Company herein, Farha, his agents, heirs, executors, administrators, successors,
      and assigns do fully release and discharge WellCare, the Company and their
      respective parent, subsidiary and affiliate corporations, and related companies,
      as well as all their respective predecessors, successors, assigns, directors,
      officers, partners, agents, employees, former employees, executors, attorneys,
      and administrators (hereinafter “Company, et al.”), from all
      grievances, suits, causes of action, and/or claims of any nature whatsoever,
      whether known, unknown, or unforeseen, which he has or may have against Company,
      et al., for any reason
      whatsoever, whether in law or in equity, under Federal, state or other law,
      whether the same be upon statutory, tort, contract or other basis, including,
      but not limited to, all charges, complaints, and claims arising out of any
      event, transaction, or matter that occurred before the date of this Agreement,
      and specifically including without limitation any and all claims arising out
      of
      the Employment Agreement, the undated Non-Qualified Stock Option Agreement
      under
      the 2004 Equity Incentive Plan providing for a grant of an option as of March
      13, 2007, the undated Non-Qualified Stock Option Agreement under the 2004 Equity
      Incentive Plan providing for a grant of an option as of March 13, 2006, the
      June 6, 2005 Non-Qualified Stock Option Agreement under the 2004 Equity
      Incentive Plan, the February 6, 2004 Time Vesting Option Agreement
      Evidencing a Grant of an Option under 2002 Employee Option Plan, the June 6,
      2005 Performance Share Award Agreement, the June 6, 2005 Restricted Stock
      Agreement under the 2004 Equity Incentive Plan, the March 15, 2005 Restricted
      Stock Agreement under the 2004 Equity Incentive Plan, or any other agreement
      or
      amendment thereto entered into by WellCare and/or the Company, and Farha (each
      of the foregoing, respectively, the “Equity Agreements”).  Farha
      covenants that neither he, nor any person, organization, or other entity on
      his
      behalf, will sue the Company, et al., or initiate any
      type
      of action, judicial, administrative, or otherwise against the Company, et al., with respect to
      any
      event, transaction, or matter that occurred before the date of this Agreement,
      or with respect to any continuing effects of such events, transactions, or
      matters.  It is expressly agreed and understood that this release is a
GENERAL
      RELEASE.

    


    (b)           
      This release and discharge specifically includes, but is not limited to, all
      claims for breach of contract, employment discrimination (including but not
      limited to, discrimination on the basis of race, sex, religion, national origin,
      age, marital status, disability or any other protected status), including but
      not limited to claims under Title VII of the Civil Rights Act, as amended,
      the
      Americans with Disabilities Act, or any similar federal, state or local law,
      including but not limited to the Florida Civil Rights Act, Chapter 760, Florida
      Statutes, claims under the Employee Retirement Income Security Act of 1974,
      or
      claims arising out of any alleged restrictions on the right of Company, et al., to terminate
      employees, and/or claims concerning job classification, recruitment, hiring,
      sick pay, holiday pay, vacation pay, severance pay, wages or benefits due,
      overtime pay, stock and stock options, promotions, transfers, employment status,
      libel, slander, defamation, promissory estoppel, intentional or negligent
      misrepresentation and/or infliction of emotional distress, together with any
      and
      all tort, contract, or other claims which might have been asserted by


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Farha
      or
      on his behalf in any suit, grievance, charge of discrimination, or claim against
      the Company, et
      al.  Farha hereby expressly releases and forever discharges the
      Company, et al. from
      any and all claims, demands, and/or causes of action that may exist under all
      written agreements between Farha and the Company, et al.  Farha
      hereby forever releases the Company, et al., from any liability
      or obligation to reinstate or reemploy him in any capacity and waives any right
      to be hired or placed in any position or to any future employment of any nature
      with the Company, et
      al.

    


    (c)           
      Notwithstanding the foregoing or any other provision of this Agreement, Farha
      is
      not releasing: (1) any claims for unemployment insurance compensation or
      workers compensation benefits or other rights that may not be released as a
      matter of law; (2) any non-waivable right to file a charge with the United
      States Equal Employment Opportunity Commission (“EEOC”); (3) any rights provided
      under this Agreement or the Equity Agreements to the extent expressly provided
      for herein; (4) Farha’s Indemnification and Advancement Rights as set forth in
      Section 5(d) and 16(b) of this Agreement; or (5) any right to assert any
      defenses, including affirmative defenses, against any allegations,
      investigations, grievances, suits, causes of action, and/or claims of any nature
      whatsoever that have been, or in the future may be, brought against Farha
      arising out of any event, transaction, or matter that occurred before the date
      of this Agreement.  Provided further, however, that if EEOC were to
      pursue any claims on Farha’s behalf against the Company, et al., Farha waives any
      right to recover monetary damages as a result thereof.

    


    (d)           
      The release set forth in the preceding Section 5(a)-(b) does not include or
      in
      any way limit Farha’s rights to indemnification and advancement of legal
      expenses, whether under Farha’s Indemnification Agreement dated August 7,
      2003, attached hereto as Exhibit B (“Indemnification Agreement”), the Employment
      Agreement, WellCare’s Amended and Restated Certificate of Incorporation (the
“Certificate”), Amended and Restated Bylaws, the articles or certificate of
      incorporation and by-laws of any of WellCare’s wholly-owned direct or indirect
      subsidiaries, including the Company, Delaware law, Florida law, the law of
      the
      state of incorporation of any of WellCare’s wholly-owned direct or indirect
      subsidiaries, or any other law or source (collectively, “Indemnification and
      Advancement Rights”).

    


    (e)           
      Farha represents that he has not filed or joined in any claims, charges or
      complaints against the Company, et al., and that he is
      aware
      of no person entitled to make a claim or file a charge of any kind relating
      to
      or arising out of his employment with the Company, et al.

    


    6.           
      Survival of
      Obligations.  Farha understands and agrees that he shall
      continue to be subject to any obligations under the Employment Agreement that
      survive his resignation under Section 5(d) thereof, including but not limited
      to
      Sections 6 through 8 thereof.  Farha further understands and agrees
      that the provisions of Section 9 of the Employment Agreement (relating to
      remedies for a breach of Sections 6 through 8 of the Employment Agreement)
      shall
      survive his resignation.  WellCare and the Company understand that the
      provisions of the first paragraph of Section 15 of the Employment Agreement
      shall survive his resignation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

           
      7.            Participation in Employee Benefit Plans.  In
      accordance with Section 5(f) of the Employment Agreement, after the Resignation
      Date, Farha shall not be entitled to participate in or accrue benefits under
      any
      plan of the Company or WellCare relating to stock options, stock purchases,
      restricted stock, performance shares, pension, thrift, profit sharing, employee
      stock ownership, group life insurance, medical coverage, disability insurance,
      education, housing allowance, car allowance, or other retirement or employee
      benefits, except as expressly provided in this Agreement and except that Farha
      may elect to continue his health insurance coverage pursuant to COBRA and,
      subject to his insurability, the Company shall assign to Farha the Executive
      Policies (as that term is defined in the Employment Agreement), and as set
      forth
      in Section 3(b) above.

    


    8.           
      Return of Company
      Property and Proprietary Information.  Farha represents that to
      the best of his knowledge he has returned to the Company all documents and
      other
      property of the Company and WellCare, including but not limited to all files,
      diskettes and other electronic or storage media, that contain the Company’s or
      WellCare’s confidential and/or proprietary information, except that the parties
      agree that Farha may retain his Company-issued computer equipment and
      blackberry.  WellCare and the Company understand that Farha has
      duplicate copies of documents from WellCare and the Company for purposes of
      defending claims that have been or may be filed against Farha.

    


    9.           
      Non-Disparagement/Joint
      Statements.

    


    (a) Farha
      expressly agrees that he will not
      make any knowingly false comments about the Company, WellCare, or any of its
      or
      their affiliates, about its or their business affairs or financial condition,
      or
      about its or their employees, directors or officers.

    


    (b)           
      The Company will provide Farha an advance copy of the portion of its public
      announcement relating to Farha’s resignation.  Farha shall be provided
      an opportunity to comment on such language but the final determination
      concerning such language shall be made by the Company.

    


    10.           
      Non-Disclosure

    


    (a)           
      Except as provided by Section 11 below, or as required by applicable law,
      neither Farha nor WellCare and/or the Company shall disseminate or disclose
      to
      any person or entity (other than their attorneys and accountants, all of whom
      in
      turn shall be subject to this restriction) the terms of this Agreement or the
      discussions leading to this Agreement; provided, however, that neither WellCare
      nor the Company or their agents shall be prohibited from disclosing such
      information for purposes of financing transactions or other good faith business
      purposes.  The parties hereby acknowledge that this Agreement will be
      filed with the Securities and Exchange Commission.

    


    (b)           
      Except as provided in Section 11 below, Farha further agrees that he will
      not provide any form of assistance, support, or information, including but
      not
      limited to documents, testimony, or written or oral statements, to any person
      that is asserting, investigating or intending to assert any claims against
      the
      Company or WellCare.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                                  
      (c)            Neither
      Farha nor WellCare and/or the Company shall be prohibited by any provision
      hereof from talking with or assisting federal or state law enforcement or
      regulatory agencies, or complying with applicable state or federal laws or
      regulations.

    


    11.           
      Cooperation with
      Government Investigations and Responses to Subpoenas.  No
      provision of this Agreement, including Sections 9 and 10 hereof, shall in
      any way limit Farha’s ability to communicate or cooperate (consistent with
      WellCare’s and/or the Company’s rights to preserve its legal privilege) with any
      federal, state or local government investigative agency or department or in
      connection with any federal, state or local government investigation or be
      construed as prohibiting the provision of non-privileged information, documents
      (including but not limited to this Agreement) and/or testimony by Farha or
      the
      Company in response to a subpoena issued by a court of competent jurisdiction,
      or as may otherwise be required by law or which Farha or the Company may be
      requested to provide to any federal, state, or local governmental investigative
      agency or department or in connection with any federal, state, or local
      investigation.  However, in the event of receipt of any
      non-governmental subpoena Farha agrees to notify the Company and WellCare
      promptly before complying with such a subpoena so that they may protect their
      interests, including moving to quash the subpoena, as long as provision of
      such
      notice does not violate any applicable law, rule, or court order.  If
      the Company and/or WellCare seek to prevent disclosure in accordance with the
      applicable legal procedures, and provide Farha with notice before the deadline
      for Farha’s compliance with the subpoena, Farha shall not make any such
      disclosures until either such objections are withdrawn or the objections are
      finally adjudicated by the appropriate tribunal to be invalid.

    


    12.           
      No Other
      Consideration.  Farha affirms that the terms stated herein are
      the only consideration for signing this Agreement and that no other
      representations, promises, or agreements of any kind have been made by any
      person or entity to cause him to sign this Agreement.

    


    13.           
      Cooperation and
      Legal
      Proceedings.  Farha agrees to reasonably cooperate with the
      Company and WellCare in connection with ongoing WellCare matters, including
      civil litigation in which the government is not a party, it being expressly
      understood and agreed that nothing in this Section or this Agreement (or any
      other agreements with the Company or WellCare) shall require Farha to take
      any
      action (including without limitation consenting to an interview in any
      investigation or litigation) that Farha reasonably and in good faith believes
      would compromise his rights or privileges under the United States Constitution
      or any state constitution.  The Company shall reimburse Farha for
      reasonable expenses, if any, he incurs while complying with this
      obligation.

    


    14.           
      No
      Admission.  It is understood and agreed by all parties that
      this Agreement and the terms of this Agreement do not constitute an admission
      of
      liability or wrongdoing on the part of the Company or WellCare or Farha and
      that
      by entering into this Agreement and agreeing to the terms of this Agreement
      neither the Company nor WellCare nor Farha admits that there has been any
      wrongdoing whatsoever against any person or entity.  It is understood
      and agreed by all parties that this Agreement is purely an offer of
      compromise.

    


    15.           
      Modification.  This
      Agreement may not be released, discharged, abandoned, supplemented, changed,
      or
      modified in any manner, orally or otherwise, except by an instrument in writing
      signed and duly executed by each of the parties hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                   
      16.            Entire
      Agreement/Indemnification.

    


    (a)           
      This Agreement contains and constitutes the entire understanding and agreement
      between the parties on its subject matter, and, except as otherwise provided
      herein, it supersedes and cancels all previous negotiations, agreements,
      commitments, and writings in connection herewith, including but not limited
      to
      the Employment Agreement; provided, however, that nothing herein shall
      supersede, cancel, terminate, or otherwise apply to the Indemnification
      Agreement and those paragraphs of the Employment Agreement set forth in Section
      6 of this Agreement. If a conflict or inconsistency is found between the terms
      of this Agreement and any other agreement, the terms of this Agreement shall
      prevail.

    


    (b)           
      WellCare and the Company hereby reaffirm their obligations to Farha under the
      Indemnification Agreement and acknowledge their obligation to comply fully
      with
      the Indemnification Agreement and all Indemnification and Advancement Rights.
      Farha represents to the Company and WellCare, and the Company and WellCare
      hereby acknowledge to Farha that, so far as known to WellCare’s Board, Farha has
      complied fully with his obligations under the Indemnification
      Agreement.

    


    17.           
      Waiver.  Failure
      to insist upon strict compliance with any term, covenant, or condition of this
      Agreement shall not be deemed a waiver of such term, covenant, or condition,
      nor
      shall any waiver or relinquishment of any right or power under this Agreement
      at
      any time or times be deemed a waiver or relinquishment of such right or power
      at
      any other time or times.

    


    18.           
      Enforcement.  Farha
      agrees that his obligations in this Agreement are reasonable and necessary
      to
      protect the business of the Company and WellCare and that any violation of
      his
      obligations in this Agreement would cause the Company and WellCare substantial
      irreparable injury.  Accordingly, Farha agrees that a remedy at law
      for any breach of the obligations in this Agreement would be inadequate and
      that
      the Company and/or WellCare, in addition to any other remedies available, shall
      be entitled to obtain temporary, preliminary and/or permanent injunctive relief
      to secure specific performance of such obligations and to prevent a breach
      or
      threatened breach of this Agreement without the necessity of proving actual
      damage and without the necessity of posting bond or security, which he expressly
      waives.  Farha agrees to provide the Company and/or WellCare a full
      accounting of all proceeds and profits received by him as a result of or in
      connection with a breach of this Agreement.  Unless prohibited by law,
      the Company and/or WellCare shall have the right to retain any amounts otherwise
      payable by the Company and/or WellCare to him to satisfy any of his obligations
      as a result of any breach of this Agreement.  The Company and/or
      WellCare shall also have the right to immediately terminate payments, if any,
      due to Farha under this Agreement in the event of a breach of any of his
      obligations arising out of this Agreement.  Farha further agrees to
      indemnify and hold harmless the Company and WellCare from and against any
      damages incurred by either or both as assessed by a court of competent
      jurisdiction as a result of any breach of this Agreement by him.

    


    19.           
      Severability.  Invalidity
      or unenforceability of any provision of this Agreement shall in no way affect
      the validity of enforceability of any other provision.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                   
      20.            Assignability.  WellCare
      and/or the Company may, without the consent of Farha, assign its rights and
      obligations under this Agreement to any successor entity, provided, however,
      that in the event of Farha’s death, his rights under this Agreement shall inure
      to the benefit of his estate.  Notwithstanding anything in this
      Section or this Agreement, the obligations of WellCare and/or the Company with
      respect to Indemnification and Advancement Rights shall be binding on any
      successors or assigns of WellCare or the Company.

    


    21.           
      Choice of Law and
      Forum Selection.  The terms of this Agreement shall be governed
      by the laws of the State of Florida.  Farha, WellCare and the Company
      agree and submit to the exclusive jurisdiction of any state or federal court
      in
      Tampa, Florida where there is proper venue, in any action or proceeding arising
      out of or relating to this Agreement or the transactions contemplated herein,
      and agrees that all claims in respect of any such action or proceeding may
      be
      heard or determined in such Court except for all claims or proceedings in which
      a court of another jurisdiction is vested with exclusive jurisdiction by
      law.

    


    22.           
      Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed to be an original, but all of which together will constitute one and
      the
      same Agreement.

    


    23.           
      Acknowledgements.  Farha
      hereby acknowledges that he has carefully read and fully understands the
      provisions of this Agreement, including the General Release, that he has had
      the
      opportunity to fully discuss it with counsel, and that he knows the contents
      of
      the Agreement.  Farha further acknowledges that he is signing this
      Agreement voluntarily and without coercion.

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      set
      forth below.
 

    
      	
                                                                                              
                

            	 WELLCARE
              HEALTH PLANS, INC.
	
                                                                                             

            	By:  
/s/
              Neal
              Moszkowski  
	                                                                               	Name: Neal
              Moszkowski
	                                                                                	Title:
              Chairman, Compensation Committee
	 	Date:
              1/25/08
	                                                                             	 
	 	 
	 	COMPREHENSIVE
              HEALTH MANAGEMENT,
              INC.
	                                                                              	By:  
/s/
              Neal Moszkowski  
                                                                       
              
	                                                                              	Name:
              Neal
              Moszkowski
	                                                                                         	Title:
              Duly
              Authorized
	                                                                                       	Date:
              1/25/08
	                                                                                 
              	 


    

     

     

                                                                   .

    
      	
                                                                                              

            	TODD
              FARHA
	
                                                                                              

               

            	 /s/
              Todd
              Farha  
	                                                                                  
              	 Date:
              1/25/08


    

    


     


    
      
        
                                                                            
            

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A to

    Todd
      Farha Separation Agreement and General Release of All Claims

    


    Between
      January 22, 2008 and March 31, 2008, Farha will become vested in the following
      additional options and restricted shares:

    


    
      	
              Agreement

            	 	
              Number
                of Options and Restricted Shares Vesting Between 1/22/08 and
                3/31/08

            	 	 	
              Exercise
                Price

            	 
	
              March
                13, 2007 Stock Option Agreement

            	 	 	50,000	 	 	$	85.53	 
	
              March
                13, 2006 Stock Option Agreement

            	 	 	20,000	 	 	$	41.74	 
	
              March
                15, 2005 Restricted Stock Agreement

            	 	 	4,000	 	 	 	N/A	 
	
              February
                6, 2004 Stock Option Agreement

            	 	 	3,389	 	 	$	8.33	 


    

    


    As
      of
      March 31, 2008, and subject to paragraph 4(c) of the Farha Separation Agreement
      and General Release of All Claims, Farha’s cumulative vested options and vested
      shares under these listed Agreements will be as follows:

    


    
      	
              Agreement

            	 	
              Number
                of Vested Options and Restricted Shares

            	 	 	
              Exercise
                Price

            	 
	
              March
                13, 2007 Stock Option Agreement

            	 	 	50,000	 	 	$	85.53	 
	
              March
                13, 2006 Stock Option Agreement

            	 	 	40,000	 	 	$	41.74	 
	
              June
                6, 2005 Stock Option Agreement

            	 	 	110,000	 	 	$	34.95	 
	
              March
                15, 2005, Restricted Stock Agreement

            	 	 	16,000	 	 	
              N/A

            	 
	June
              6, 2005 Restricted Stock Agreement	 	 	55,000 	 	 	
              
                N/A

              

            	 
	
              February
                6, 2004 Stock Option Agreement

            	 	
              81,315
                (100% of the shares under that Agreement providing originally for
                100,000
                “units”)

            	 	 	$	8.33