exhibit10-2.htm


    
      

    

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    Exhibit
      10.2

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
      Paul Behrens
      (hereinafter “Behrens”).

    


    WHEREAS
      Behrens, WellCare and
      the Company are parties to an Employment Agreement dated September 15, 2003
      (the
“Employment Agreement”);

    


    WHEREAS
Behrens
      has served the
      Company as its Senior Vice President, Chief Financial Officer and Treasurer
      and
      as a Director of the Company;

    


    WHEREAS
      Behrens has served
      WellCare as its Senior Vice President and Chief Financial Officer;

    


    WHEREAS
      Behrens, WellCare and
      the Company have agreed that Behrens 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 Behrens desire to resolve any differences or disputes now existing or which
      may arise hereafter with respect to Behrens’ 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.  Behrens 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 Senior Vice
      President and Chief Financial Officer of WellCare, his positions as Senior
      Vice
      President, Chief Financial Officer and Treasurer of the Company, and his
      position as a member of the Board of Directors of the Company, effective as
      of
      January 25, 2008; provided,
      however, Behrens 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, Behrens 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 further agree that Behrens’
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, Behrens
      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)           
      Behrens’ 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) Behrens 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 Behrens the Executive
      Policies (as that term is defined in the Employment Agreement).

    


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

    


    (d)           
      Behrens 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 Behrens 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, Behrens (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 March 13, 2007
      Non-Qualified Stock Option Agreement under the 2004 Equity Incentive Plan (in
      respect of a total of 16,352 shares), the March 13, 2007 Non-Qualified Stock
      Option Agreement under the 2004 Equity Incentive Plan (in respect of a total
      of
      13,004 shares), the March 13, 2007 Restricted Stock Agreement under the 2004
      Equity Incentive Plan, the July 27, 2006 Non-Qualified Stock Option Agreement
      under the 2004 Equity Incentive Plan, the March 13, 2006 Restricted Stock
      Agreement under the 2004 Equity Incentive Plan, the July 27, 2005 Non-Qualified
      Stock Option Agreement under the 2004 Equity Incentive Plan, the March 13,
      2005
      Restricted Stock 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 applicable plan documents, and applicable law,
      consistent with the terms of this Agreement.  Otherwise, any unvested
      stock options granted to Behrens, as well as any unvested restricted stock
      granted to him, subject to Section 4(d) below, shall terminate as of the
      Resignation Date.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


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

    


    (c)           
      Notwithstanding the foregoing, Behrens, WellCare and the Company agree that
      (i)
      Behrens must exercise the options referenced in Section 4(b) no later than
      June
      28, 2008 and (ii) any sales by Behrens 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 Behrens 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 WellCare’s receipt from
      counsel to Behrens 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 Behrens 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.

    


    5.           
      General
      Release.

    


    (a)           
      In consideration for the payments and obligations undertaken by WellCare and
      the
      Company herein, Behrens, 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 two March 13, 2007 Non-Qualified Stock Option
      Agreements under the 2004 Equity Incentive Plan, the July 27, 2006 Non-Qualified
      Stock Option Agreement under the 2004 Equity Incentive Plan, the July 27, 2005
      Non-Qualified Stock Option Agreement under the 2004 Equity Incentive Plan,
      the
      August 3, 2007 Restricted Stock Agreement under the 2004 Equity Incentive Plan,
      the March 13, 2007 Restricted Stock Agreement under the 2004 Equity Incentive
      Plan, the March 13, 2006 Restricted Stock Agreement under the 2004 Equity
      Incentive Plan, the March 13, 2005 Restricted Stock Agreement under the 2004
      Equity Incentive Plan, the February 6, 2004 Time Vesting Option Agreement under
      the 2002 Employee Option Plan, or any other agreement or amendment thereto
      entered into by WellCare and/or the Company, and Behrens.  Behrens
      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 Behrens
      or
      on his behalf in any suit, grievance, charge of discrimination, or claim against
      the Company, et
      al.  Behrens 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 Behrens and the Company, et al.  Behrens
      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, Behrens
      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 any equity agreements to the extent expressly provided for herein; (4)
      Behrens’ 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 Behrens 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 Behrens’ behalf against the Company, et al., Behrens 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 Behrens’ rights to indemnification and advancement of legal
      expenses, whether under Behrens’ Indemnification Agreement dated June 1,
      2004, 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)           
      Behrens 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.  Behrens 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.  Behrens 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
      Section 13 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, Behrens 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 Behrens
      may elect to continue his health insurance coverage pursuant to COBRA and,
      subject to his insurability, the Company shall assign to Behrens 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.  Behrens 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 Behrens may retain his Company-issued computer equipment
      and blackberry.  WellCare and the Company understand that Behrens has
      duplicate copies of documents from WellCare and the Company for purposes of
      defending claims that have been or may be filed against Behrens.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

        9.           
      Non-Disparagement/Joint
      Statements.

    


    (a)           
      Behrens 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 Behrens an advance copy of the portion of its public
      announcement relating to Behrens’ resignation.  Behrens 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 Behrens 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, Behrens 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 Behrens 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 Behrens’ 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 Behrens 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 Behrens 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 Behrens 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 Behrens with notice
      before the deadline for Behrens’ compliance with the subpoena, Behrens 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.  Behrens 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.  Behrens 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 Behrens to take
      any
      action (including without limitation consenting to an interview in any
      investigation or litigation) that Behrens 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 Behrens 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 Behrens and
      that by entering into this Agreement and agreeing to the terms of this Agreement
      neither the Company nor WellCare nor Behrens 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 Behrens under
      the
      Indemnification Agreement and acknowledge their obligation to comply fully
      with
      the Indemnification Agreement and all Indemnification and Advancement Rights.
      Behrens represents to the Company and WellCare and the Company and WellCare
      hereby acknowledge to Behrens that, so far as known to WellCare’s Board, Behrens
      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.  Behrens
      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, Behrens 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.  Behrens 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 Behrens under this Agreement in the event of a breach of any of his
      obligations arising out of this Agreement.  Behrens 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 Behrens, assign its rights and
      obligations under this Agreement to any successor entity, provided, however,
      that in the event of Behrens’ 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.  Behrens, 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.  Behrens
      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.  Behrens 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


      

       

       

                                                                     .

      
        	
                                                                                             

                 

              	 PAUL
                BEHRENS
	
                                                                                                 

              	 /s/ Paul
                Behrens
	                                                                                 	Date:
                1/25/08


      

      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      A to

    Paul
      Behrens Separation Agreement and General Release of All Claims

    


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

    


    
      	
              Agreement

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

            	 	 	
              Exercise
                Price

            	 
	
              March
                13, 2007 Stock Option Agreement (total of 16,352 shares)

            	 	 	4,088	 	 	$	85.53	 
	
              March
                13, 2007 Restricted Stock Agreement

            	 	 	1,461	 	 	 	N/A	 
	
              March
                13, 2006 Restricted Stock Agreement

            	 	 	1,917	 	 	 	N/A	 
	
              March
                13, 2005 Restricted Stock Agreement

            	 	 	600	 	 	 	N/A	 
	
              February
                6, 2004 Stock Option Agreement

            	 	 	339	 	 	$	8.33	 


    

    


    


    As
      of
      March 31, 2008, Behrens’ cumulative vested options will be as
      follows:

    


    
      	
              Agreement

            	 	
              Number
                of Vested Options

            	 	 	
              Exercise
                Price

            	 
	
              March
                13, 2007 Stock Option Agreement (total of 16,352 shares)

            	 	 	4,088	 	 	$	85.53	 
	
              March
                13, 2007 Stock Option Agreement (total of 13,004 shares)

            	 	 	13,004	 	 	$	85.53	 
	
              July
                27, 2006 Stock Option Agreement

            	 	 	7,250	 	 	$	50.16	 
	
              July
                27, 2005 Stock Option Agreement

            	 	 	3,240	 	 	$	36.45	 
	
              February
                6, 2004 Stock Option Agreement

            	 	 	8,131	 	 	$	8.33