exhibit10-6.htm


    
      

    

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    Exhibit
      10.6

    
 

    


    WELLCARE
      HEALTH PLANS,
      INC.

     

    2004
      EQUITY INCENTIVE PLAN

     

    RESTRICTED
      STOCK
      AGREEMENT

     

    FOR

     

    HEATH
      SCHIESSER

     

    This
RESTRICTED
      STOCK
      AGREEMENT (the
“Agreement”)
      is made and entered into effective as
      of January 25,
      2008, by and between WellCare Health
      Plans, Inc., a Delaware
      corporation (the “Company”),
      and Heath Schiesser (the
“Grantee”).

     

    RECITALS

     

    In
      consideration of services to be
      rendered by the Grantee and to provide an incentive to the Grantee to remain
      with the Company and its Subsidiaries, it is in thebest interests of the
      Company to make a
      grant of Restricted Stock to Grantee in accordance with the terms of this
      Agreement; and

     

    The
      Restricted Stock is granted pursuant
      to the WellCare Health Plans, Inc.  2004 Equity Incentive Plan (the
“Plan”)
      which is incorporated herein
      for all
      purposes.  The Grantee hereby acknowledges receipt of a copy of the
      Plan.  Unless otherwise provided herein, terms used herein that are
      defined in the Plan and not defined herein shall have the meanings attributable
      thereto in the
      Plan.

     

    NOW,
      THEREFORE, for and in
      consideration of the mutual premises, covenants and agreements contained herein,
      and for other good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the parties hereto, intending to be legally bound,
      hereby agree as
      follows:

     

    1.           
      Award
      of Restricted Stock.  The Company hereby
      grants, as of January
      25, 2008 (the “Date
      of Grant”),
      to the Grantee, 250,000 shares of
      common stock, par value $.01 per share, of the Company (collectively, the “Restricted
      Stock”),
      which Restricted Stock is and shall
      be subject to the terms, provisions and restrictions set forth in this Agreement
      and in the Plan.  As a condition to entering into this Agreement, and
      as a condition to the issuance of the Restricted Stock (or
      any other
      securities of the Company), the Grantee agrees to be bound by all of the terms
      and conditions herein and in the Plan.

     

    2.           
      Vesting
      of
      Restricted Stock.

     

    (a)            
      Except as otherwise provided
      in
      Section 3 hereof, the Restricted Stock shall become
      vested in
equal quarterly
      installments on the
25thday
      of every third calendar month for
      forty-eight months
      commencing on the Date of Grant
(each such date being
      a
“Vesting
      Date”),
      provided that the Grantee’s
      employment or service with the Company and its
      Subsidiaries
      continues through and on
      the applicable Vesting Date.

     

     
      (b)                
Except as otherwise provided
      in
      Section 3 hereof, there shall be no proportionate or partial vesting of
      Restricted Stock in or during the months, days or periods prior to each Vesting
      Date, and all
      vesting of Restricted Stock shall occur only on the applicable Vesting
      Date.

     

    


    
      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    3.           
      Termination
      of Employment

     

    (a)            
      Upon the termination or cessation
      of Grantee’s
      employment or service with the Company
      and its Subsidiaries, for
      any reason whatsoever, any portion of the Restricted Stock which is not yet
      then
      vested, and which does not then become vested pursuant to this Section 3,
      shall automatically and without notice terminate, be forfeited and become null
      and void.

     

    (b)            
      Notwithstanding the
      foregoing,in the event that
      the Grantee’s
      employment with the Company and its
      Subsidiaries is terminated by the Company without Cause or by the Grantee for
      Good Reason, the vesting of
      the shares
      of Restricted Stock subject to
this Agreement shall
      be accelerated such that
      the Shares of Restricted
      Stock are vested as of the date of the termination of Grantee’s
      employment with the Company and its
      Subsidiaries (the “Date
      of Termination”) to the
      same extent that the Shares of Restricted Stock would have
      been vested had
      Grantee’s
      employment been continued for
      twenty-four (24) months (or, if the Date of Termination occurs on or after
      January
      25, 2009, twelve (12)
      months) after the Date of Termination.  

     

    (c)            
      Notwithstanding any
      otherterm or provision of
      this Agreement, in the
      event of a Change
      in Control of the Company any unvested Restricted
      Stock
that is then outstanding
      shall become vested
immediately
      prior to such Change in
      Control.

     

    (d)            
      Notwithstanding any other term
      or
      provision of this
      Agreement, in the event that the Grantee’s
      employment or service with the Company
      and its Subsidiaries is terminated on account of the Grantee’s
      death or Disability, any unvested
      portion of the Restricted Stock shall become immediately vested as of the Date
      of Termination.

     

    (e)            
      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 among the Grantee, the Company and Comprehensive
      Health
      Management, Inc. (the “Employment Agreement”).

     

    (f)            
      Notwithstanding any other term
      or
      provision of this Agreement but subject to the provisions of the Plan, the
      Committee shall be authorized, in its sole discretion, based upon its review
      and evaluation
      of the performance of the Grantee and of the Company and its Subsidiaries,
      to
      accelerate the vesting of all or any portion of the Restricted Stock under
      this
      Agreement, at such times and upon such terms and conditions
      as the Committee shall deem
      advisable.

     

    4.           
      Delivery
      of
      Restricted Stock.  The Company shall make
      a
      book entry in its stock ledger for the Restricted Stock registered in the
      Grantee’s
      name.  Upon vesting,
      certificates for the Restricted Stock will be issued in the name of
      the Grantee and
      shall be delivered to the Grantee’s
      address on record with the Company or
      to such other address as the Grantee may instruct the Company.  The
      Company shall retain the right to determine if any stock certificates
      issuedunder
      the Plan or under this Agreement
      shall bear a restrictive legend.

     

    5.           
      Rights
      with Respect to Restricted Stock.

     

    (a)            
      Except as otherwise provided
      in
      this Agreement, the Grantee shall have, with respect to all of the shares of
      Restricted Stock, whether
      vested or unvested, all of the rights of a holder of shares of common stock
      of
      the Company, including without limitation (i) the right to vote such
      Restricted Stock, (ii) the right to receive dividends, if any, as may be
      declared on the Restricted Stock
      from time to time, and (iii) the rights available to all holders of shares
      of common stock of the Company upon any merger, consolidation, reorganization,
      liquidation or dissolution, stock split-up, stock dividend or recapitalization
      undertaken by the
      Company.

     

    


    
      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    (b)            
      In the event
      that
      the Committee shall determine that any stock dividend, stock split, share
      combination, extraordinary cash dividend, recapitalization, reorganization,
      merger, consolidation, split-up, spin-off, combination, exchange of
      shares,
      warrants or rights offering to purchase Common Stock at a price substantially
      below fair market value, or other similar corporate event affects the Common
      Stock such that an adjustment is required in the number of shares of Restricted
      Stock in order to
      preserve, or to
      prevent the enlargement of, the benefits or potential benefits intended to
      be
      made available under this Award, then the Committee shall, in its sole
      discretion, and in such manner as the Committee may deem equitable, adjust
      any
      or all of
      the number and kind
      of shares of Restricted Stock and/or, if deemed appropriate, make provision
      for
      a cash payment to the Grantee, provided, however, that, unless the Committee
      determines otherwise, the number of shares of Restricted Stock subject to
      this
      Award shall always be
      a whole number.

     

    (c)            
      Notwithstanding
      any term or provision of this Agreement to the contrary, the existence of this
      Agreement, or of any outstanding Restricted Stock awarded hereunder, shall
      not
      affect in any manner the right, power
      or authority of the
      Company to make, authorize or consummate: (i) any or all adjustments,
      recapitalizations, reorganizations or other changes in the Company’s
      capital structure or
      its business; (ii) any merger, consolidation or similar transaction by
or
      of the Company;
      (iii) any offer, issue or sale by the Company of any capital stock of the
      Company, including any equity or debt securities, or preferred or preference
      stock that would rank prior to or on parity with the Restricted Stock and/or
      that would
include,
      have or possess other rights, benefits and/or preferences superior to those
      that
      the Restricted Stock includes, has or possesses, or any warrants, options or
      rights with respect to any of the foregoing; (iv) the dissolution or
      liquidation of the Company;
      (v) any
      sale, transfer or assignment of all or any part of the stock, assets or business
      of the Company; or (vi) any other corporate transaction, act or proceeding
      (whether of a similar character or otherwise).

     

    6.           
      Transferability.  Unless
      otherwise
      determined by the Committee, the shares of Restricted Stock are not transferable
      until and unless they become vested in accordance with this
      Agreement.  The terms of this Agreement shall be binding upon the
      executors, administrators, heirs, successors
      and assigns of the
      Grantee.  Any attempt to effect a Transfer of any shares of Restricted
      Stock prior to the date on which the shares of Restricted Stock become vested
      shall be void ab
      initio.  For
      purposes of this Agreement, “Transfer”shall
      mean any
      sale,
      transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or
      other disposition, whether similar or dissimilar to those previously enumerated,
      whether voluntary or involuntary, and including, but not limited to, any
      disposition by operation
      of law, by court
      order, by judicial process, or by foreclosure, levy or
      attachment.

     

    7.           
      Tax
      Withholding Obligations.

     

    (a)            
      The Company
      shall
      withhold a number of shares of the Company’s
      common stock (rounded
      up) otherwise deliverable to the Grantee
      having a Fair
      Market Value sufficient tosatisfy
      the statutory
      minimum of all or part of the Grantee’s
      estimated total
      federal, state and local tax obligations associated with the award or vesting
      of
      the Restricted Stock; provided,
      however,
      the Grantee may
      elect, by providing
      the Company with at least two weeks prior notice, to satisfy such tax
      withholding obligations by depositing with the Company an amount of cash equal
      to the amount determined by the Company to be required with respect to any
      withholding
      taxes, FICA
      contributions or the like under federal, state or local statute, ordinance
      rule
      or regulation in connection with the award or vesting of the Restricted
      Stock.  Alternatively, the Company may, in its sole discretion and to
      the extent permitted
      by law, deduct from
      any payment of any kind otherwise due to the Grantee any federal, state or
      local
      taxes of any kind required by law to be withheld with respect to the Restricted
      Stock.

     

          (b)            
      Tax consequences
      on the Grantee (including without limitation
      federal, state,
      local and foreign income tax consequences) with respect to the Restricted Stock
      (including without limitation the grant, vesting and/or forfeiture thereof)
      are
      the sole responsibility of the Grantee.  The Grantee shall consult
      with his
      or her own personal
      accountant(s) and/or tax advisor(s) regarding these matters, the making of
      a
      Section 83(b) election and the Grantee’s
      filing, withholding
      and payment (or tax liability)
      obligations.

    
 

    
      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    8.           
      Amendment,
      Modification and Assignment; Non- Transferability.  This
      Agreement may only be
      modified or amended in a writing signed by the parties
      hereto.  Except
      as set forth in the Employment Agreement, no promises, assurances,
      commitments,
      agreements, undertakings or representations, whether oral, written, electronic or
      otherwise, and
      whether express or implied, with respect to the subject matter hereof, have
      been
      made by either party which are not set forth expressly in this
      Agreement.  Unless otherwise consented to in writing by the Company,
      in its sole
      discretion, this Agreement (and
      Grantee’s
      rights hereunder) may not be assigned,
      and the obligations of Grantee hereunder may not be delegated, in whole or
      in
      part.  The rights and obligations created hereunder shall be binding
      on the Grantee and his
heirs
      and legal
      representatives and on the successors and assigns of the
      Company.

     

    9.           
      Complete
      Agreement.  This Agreement (together with the Employment
      Agreement and those agreements and documents expressly referred to herein,
      for
      the purposes referred to herein) embody the complete and entire agreement and
      understanding between the parties with respect to the subject matter hereof,
      and
      supersede any and all prior promises, assurances, commitments, agreements,
      undertakings or representations, whether oral, written, electronic or otherwise,
      and whether express or implied, which may relate to the subject matter hereof
      in
      any way.

     

    10.           
      Miscellaneous.

     

    (a)            
      No
      Right to Continued Employment or Service.  This Agreement and the
      grant of Restricted Stock hereunder shall not confer,
      or be
      construed to confer, upon the Grantee any right to employment or service, or
      continued employment or service, with the Company or any
      Subsidiary.

     

    (b)            
      No
      Limit on Other Compensation Arrangements.  Nothing contained in
      this Agreement shall
      preclude the Company or any Subsidiary from adopting or continuing in effect
      other or additional compensation plans, agreements or arrangements, and any
      such
      plans, agreements and arrangements may be either generally applicable or
      applicable
      only in specific cases or to
      specific persons.

     

    (c)            
      Severability.  If
      any term or provision of
      this Agreement is or becomes or is deemed to be invalid, illegal or
      unenforceable in any jurisdiction or under any applicable law, rule or
      regulation, then such
      provision shall be construed or deemed amended to conform to applicable law
      (or
      if such provision cannot be so construed or deemed amended without materially
      altering the purpose or intent of this Agreement and the grant of Restricted
      Stock hereunder,
      such provision shall be stricken as
      to such jurisdiction and the remainder of this Agreement and the award hereunder
      shall remain in full force and effect).

     

    (d)            
      No
      Trust or Fund Created.  Neither this Agreement
      nor
      the grant of Restricted Stock hereunder shall create
      or be construed to
      create a trust or separate fund of any kind or a fiduciary relationship between
      the Company or any Subsidiary and the Grantee or any other person.  To
      the extent that the Grantee or any other person acquires a right to
      receive payments from the Company or
      any Subsidiary pursuant to this Agreement, such right shall be no greater than
      the right of any unsecured general creditor of the Company.

     

    (e)            
      Electronic
      Delivery and Signatures. Grantee hereby consents
      and
      agrees to electronic
      delivery of any Plan documents, proxy materials, annual reports and other
      related documents.  If the Company establishes procedures for an
      electronic signature system for delivery and acceptance of Plan documents
      (including documents relating
      to any programs adopted under the
      Plan), Grantee hereby consents to such procedures and agrees that his or her
      electronic signature is the same as, and shall have the same force and effect
      as, his or her manual signature.  Grantee consents and agrees
that
      any such procedures and delivery may
      be effected by a third party engaged by the Company to provide administrative
      services related to the Plan, including any program adopted under the
      Plan.

     

    (f)            
      Law
      Governing.  This
      Agreement shall be governed by and construed and enforced
      in accordance
      with the internal laws of the State of Delaware(without
      reference to the conflict of
      laws rules or principles thereof).

     

    (g)            
      Interpretation.  The
      Grantee accepts the
      Restricted Stock subject to all of the terms, provisions and restrictions
      of this
      Agreement and the Plan.  Unless a Change in Control shall have
      occurred, the undersigned Grantee hereby accepts as binding, conclusive and
      final all decisions or interpretations of the Committee upon any questions
      arising
      under this
      Agreement.

     

    (h)            
      Headings.  Section,
      paragraph and
      other headings and captions are provided solely as a convenience to facilitate
      reference.  Such headings and captions shall not be deemed in any way
      material or relevant to the construction, meaning or interpretation
      of this
      Agreement or any term or provision hereof.

     

    (i)            
      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 States mail, registered, postage
      prepaid, and
      addressed, in the case of the Company, to the Company’s
      Secretary at 8735 Henderson Road, Ren
      Two, Tampa, Florida 33634, or if the Company should move its principal office,
      to such principal office, and, in the case of
      the Grantee, to the
      Grantee’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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (j)            
      Non-Waiver
      of
      Breach.  The
      waiver by any party hereto of the other party’s
      prompt and complete performance, or
      breach or violation, of any term or provision of this Agreement shall be
      effected solely in a writing signed by such party, and shall not operate nor
      be
construed as a waiver
      of
      any subsequent breach or violation, and the waiver by any party hereto to
      exercise any right or remedy which he or it may possess shall not operate nor
      be
      construed as the waiver of such right or remedy by such party, or as a bar
      to
      the exercise of such right or remedy
      by such party, upon the occurrence of any subsequent breach or
      violation.

     

    (k)            
      Counterparts.  This
      Agreement may be
      executed in two or more separate counterparts, each of which shall be an
      original, and all of which
      together shall constitute one and the same agreement.

     

    *
      * * * * * * *

     

    IN
      WITNESS WHEREOF, the parties hereto,
      intending to be legally bound, have executed this Agreement as of the date
      first
      written above.

     

    
    

    
      	 	 

              WELLCARE
                HEALTH
                PLANS, INC.
                By:   
                  /s/ 
                  Neal
                  Moszkowski    

                
                  Name:
Neal
                    Moszkowski
                    Title:
Chairman
                      of the Compensation
                      Committee

                  

                

              

            


    

     

     

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

     

    
      	 	 GRANTEE: 
              By:  /s/ 
                Heath
                Schiesser   

              Heath
                Schiesser