exhibit10-4.htm


    
      
        

      

    

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    Exhibit
      10.4

    EMPLOYMENT
      AGREEMENT

     

    This
      EMPLOYMENT AGREEMENT (the "Agreement")
      is made effective as of January 25, 2008 (the "Effective
      Date") by and among WELLCARE HEALTH PLANS, INC., a Delaware corporation
      ("WellCare"),
      COMPREHENSIVE HEALTH MANAGEMENT, INC., a Florida corporation (the "Corporation"),
      and HEATH SCHIESSER, an individual ("Executive"),
      with respect to the following facts and circumstances:

     

    RECITALS

     

    WHEREAS,
      the Corporation desires to employ Executive as its President and Chief Executive
      Officer and the President and Chief Executive Officer of WellCare, and Executive
      desires to accept such employment;

     

    NOW,
      THEREFORE, in consideration of the mutual promises, covenants and agreements
      set
      forth herein, the parties hereto agree as follows:

     

     

    ARTICLE
      1

    EMPLOYMENT,
      TERM AND DUTIES

     

     

    1.1 Employment.  The
      Corporation hereby employs Executive as President and Chief Executive Officer
      of
      the Corporation, upon the terms and conditions set forth in this
      Agreement.  During the Term, Executive also shall be employed as
      President and Chief Executive Officer of WellCare.  Notwithstanding
      the foregoing, Executive agrees that, if requested by the Company in the event
      the Corporation hires a Chief Operating Officer, Executive will relinquish
      the
      title of President for as long as the Corporation employs a Chief Operating
      Officer, and the relinquishment of such title shall not constitute Good Reason
      for purposes of this Agreement.  Executive shall report directly to
      the Board of Directors of WellCare (the "Board").  Executive
      shall be appointed to the Board as of the Effective Date and be nominated to
      continue to serve as a member of the Board at each election of directors during
      the Term and, if a Board member, shall be on the Executive Committee thereof,
      if
      any.

     

    1.2 Term.  The
      Corporation will employ Executive, and Executive will serve as President (as
      applicable) and Chief Executive Officer of the Corporation, for a term (the
      "Term")
      of four (4) years, commencing on the Effective Date, unless earlier terminated
      under Article 4; provided,
      that the Term shall automatically renew for additional one-year periods unless
      either the Corporation or Executive gives notice of non-renewal at least ninety
      (90) days prior to expiration of the Term (as it may have been extended by
      any
      renewal period).

     

    1.3 Duties.  Executive
      shall perform all the duties and obligations reasonably associated with the
      positions of President (as applicable) and Chief Executive Officer and
      consistent with the Bylaws of WellCare and the Corporation as in effect from
      time to time, subject to the supervision of the Board, and such other executive
      duties consistent with the foregoing as are mutually agreed upon from time
      to
      time by Executive and the Board; 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    provided,
      however,
      that if the Corporation should have an Executive Chairman, Executive will share
      responsibility, together with such Executive Chairman, for (a) the strategic
      direction of the Corporation and (b) the Corporation's compliance and regulatory
      programs (for which compliance and regulatory programs the Executive Chairman
      will have primary responsibility).  Executive shall perform the
      services contemplated herein faithfully and diligently.  Executive
      shall devote substantially all his business time and efforts to the rendition
      of
      such services; provided,
      that Executive may participate in social, civic, charitable, religious,
      business, educational or professional associations and, with the prior approval
      of the Board, serve on the boards of directors of companies, so long as such
      participation does not materially interfere with the duties and obligations
      of
      Executive hereunder.

     

    1.4 Primary
      Work Location.  Executive will perform the services hereunder
      at the Corporation's offices located in the metropolitan area of Tampa,
      Florida.  Executive acknowledges and agrees that the nature of the
      Corporation's business will require travel from time to
      time.

     

    ARTICLE
      2

    COMPENSATION

     

     

    2.1 Salary.  In
      consideration for Executive's services hereunder, the Corporation shall pay
      Executive an annual salary at the rate of not less than $400,000 per year during
      each of the years of the Term, payable in accordance with the Corporation's
      regular payroll schedule from time to time (less any deductions required for
      Social Security, state, federal and local withholding taxes, and any other
      authorized or mandated similar withholdings).  The annual salary shall
      be reviewed by the Compensation Committee of the Board, or if there is none,
      the
      Board (the "Committee")
      no less frequently than annually and may be increased (but not decreased) from
      its then-existing level at the discretion of the Committee.

     

    2.2 Bonus.  Executive
      shall be entitled to earn bonuses with respect to each fiscal year (or partial
      fiscal year) during the Term, based upon Executive's achievement of performance
      objectives set by the Committee after consultation with Executive, with a
      targeted bonus of two hundred percent (200%) of Executive's annual salary for
      such fiscal year (or partial fiscal year).  Any such bonus earned by
      Executive shall be paid annually within thirty (30) days after the delivery
      of
      audited financial statements by the Corporation's outside auditing
      firm.  Executive may also receive special bonuses in additional to his
      annual bonus eligibility at the discretion of the Committee.

     

    2.3 Incentive
      Awards.

     

    2.3.1 Initial
      Equity Compensation.  As an additional element of compensation
      to Executive, in consideration of the services to be rendered hereunder, on
      the
      Effective Date, WellCare shall grant to Executive 250,000 shares of WellCare's
      common stock (the "Restricted
      Stock") and an option to purchase 500,000 shares of WellCare's common
      stock for an exercise price per share equal to the fair market value of one
      share of WellCare's common stock as of the close of business on the Effective
      Date (the "Option").  The
      terms and conditions of the Restricted Stock shall be governed by one or more
      stock 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    award
      agreements
      reflecting such grant, and the terms of the Option shall be governed by a stock
      option agreement reflecting such grant, each consistent with the applicable
      stock incentive plan of WellCare and providing for, among other things, the
      terms set forth in this Section 2.3.  The
      Option
      shall vest in equal monthly installments on the 25th day of each calendar month
      for forty-eight (48) months commencing on the Effective Date.  The
      Restricted Stock shall vest in equal quarterly installments on the 25th day
      of
      every third calendar month for forty-eight (48) months commencing on the
      Effective Date.  Both the Option and the Restricted Stock awards shall
      be subject to accelerated vesting as provided in Section 2.3.3.  With
      respect
      to the 100,000 shares of the Restricted Stock that are scheduled to vest first,
      Executive shall make an election under Section 83(b) of the Internal Revenue
      Code of 1986, as amended (the "Code"),
      and the Corporation shall pay, on a fully grossed-up basis, all federal, state,
      and local income taxes incurred by Executive on compensation resulting from
      the
      grant or vesting of such Restricted Stock.  Any
      payment of taxes under the preceding sentence shall be made to or for the
      benefit of Executive when such taxes are required to be paid or remitted to
      the
      taxing authority, but in any event by December 31 of the calendar year following
      the calendar year in which the taxes are remitted, or, if no taxes are remitted,
      by December 31 of the calendar year following the calendar year in which there
      is a final and nonappealable settlement or other resolution of an audit or
      litigation relating to the taxes.  Upon the vesting of the remaining
      150,000 shares of Restricted Stock, Executive may make a payment to the
      Corporation, or authorize the Corporation to withhold from funds otherwise
      due
      to Executive, an amount equal to any applicable federal, state and local taxes
      required to be paid or withheld by the Corporation as a result of such vesting,
      in which case the Corporation shall remit such full amount to the relevant
      taxing authority.  If Executive does not make such a payment, or
      authorize the withholding of other funds, Executive shall surrender to the
      Corporation shares of such Restricted Stock having a fair market value at the
      time of such vesting equal to the amount of any applicable federal, state and
      local taxes required to be paid or withheld by the Corporation as a result
      of
      such vesting, in which case the Corporation shall remit such full amount to
      the
      relevant taxing authority.

     

    2.3.2 Future
      Awards.  In addition to the Restricted Stock and the Option, at
      appropriate times hereafter, the Committee shall review Executive's long-term
      compensation and, after consultation with Executive, shall consider granting
      additional stock options, restricted stock and/or other long term incentive
      compensation to Executive.

     

    2.3.3 Acceleration
      of Vesting.  The vesting of all long-term incentive
      compensation awards to Executive, including, without limitation, the Option,
      the
      Restricted Stock, and all other equity-based incentive compensation awards
      (collectively, "Incentive
      Awards"), shall be subject to acceleration as set forth in Section
      4.3.2(c).  In addition, the vesting of all of Executive's Incentive
      Awards shall be accelerated in full in connection with a Change of Control
      (as
      defined in Section 2.4), such that all such Incentive Awards are fully vested
      immediately prior to such Change of Control.

     

    2.3.4 Exercisability
      of Options.  Except with respect to options granted prior to
      the date hereof, all vested options (including the Option, to the extent it
      vests) will terminate on the earlier of, and be exercisable until, (a) the
      expiration of the ten (10) year term of such options, or (b) one (1) year after
      the termination of Executive's employment with the Corporation, regardless
      of
      the cause of such termination.  As provided in the stock option
      agreements pertaining to such options, unvested options will terminate on the
      termination of Executive's employment with the Corporation, except to the extent
      that such options become vested as a result of such termination under the terms
      of the governing stock option agreement or this Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2.4 Definition
      of Change of Control.

     

    2.4.1  For
      purposes of this Agreement, a "Change
      of Control" shall mean the occurrence of any of the following
      events:

     

    
      	
              (a)  

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

            


    

     

    
      	
              (b)  

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

            


    

     

    
      	
              (c)  

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

            


    

     

    
      	
              (d)  

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

            


    

     

    2.4.2 Notwithstanding
      Section 2.4.1, none of the events set forth in Section 2.4.1 shall constitute
      a
      Change of Control if such event is not a "Change in Control Event" under
      Treasury Regulations Section 1.409A-3(i)(5) or successor guidance of the
      Internal Revenue Service.

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    ARTICLE
      3 

    EXECUTIVE
      BENEFITS

     

     

    3.1 Vacation.  Executive
      shall be entitled to not less than four weeks of vacation each calendar year,
      without reduction in compensation, and otherwise in accordance with the general
      policies of the Corporation applicable generally to other senior executives
      of
      the Corporation.

     

    3.2 Employee
      Benefits.  Executive shall receive all group insurance and
      pension plan benefits and any other benefits on the most favorable basis
      available to any senior executive of the Corporation under the Corporation
      personnel policies in effect from time to time.  Executive shall
      receive all other such fringe benefits as the Corporation may offer to other
      senior executives of the Corporation generally under the Corporation personnel
      policies in effect from time to time, such as health and disability insurance
      coverage and paid sick leave.

     

    3.3 Indemnification;
      Insurance.  Concurrently with the execution of this Agreement,
      WellCare, the Corporation and Executive are entering into an Indemnification
      Agreement providing, among other things, for indemnification of Executive to
      the
      fullest extent permitted by applicable law.  In addition, the
      Corporation shall cause Executive to be covered by policies of directors and
      officers liability insurance covering directors and officers of the Corporation,
      copies of which have been or will be provided to Executive, in accordance with
      their terms, to the maximum extent of the coverage available for any director
      or
      officer of the Corporation.  The Corporation acknowledges that it
      currently maintains $100,000,000 of unencumbered limits of A-Side DIC insurance
      covering only (a) existing independent directors and (b) directors and officers
      (including Executive) whose service in such capacity is commencing on or after
      the Effective Date, and agrees that, in 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    addition
      to such A-Side DIC insurance, as soon as reasonably practical, it will obtain
      new or renewed directors and officers liability insurance program, with fresh
      limits, that is at least as broad in coverage terms and amount as the
      Corporation's existing directors and officers liability insurance program (such
      existing A-Side DIC insurance and such new or renewed program, collectively,
      the
      "Current
      Coverage").  The Corporation shall use commercially reasonable
      efforts to cause policies of directors and officers liability insurance, at
      least as broad in coverage terms and amount as the Current Coverage, with fresh
      limits every year, to be maintained throughout the term of Executive's
      employment with the Corporation and for at least six years
      thereafter.  In the event of any merger or other acquisition of the
      Corporation, the Corporation shall no later than immediately prior to
      consummation of such transaction purchase at least six years of "tail" or
      extended coverage to cover acts or omissions of Executive during the term of
      his
      employment (unless such transaction does not result in a diminution in coverage
      available to Executive or in fact provides greater coverage to
      Executive).

     

    3.4 Reimbursement
      for Expenses.  Executive shall be reimbursed by the Corporation
      for all documented reasonable expenses incurred by Executive in the performance
      of his duties or otherwise in furtherance of the business of the Corporation
      in
      accordance with the policies of the Corporation in effect from time to
      time.

     

    ARTICLE
      4

    TERMINATION

     

    4.1 Grounds
      for Termination.

     

    4.1.1 Death
      or Disability.  Executive's employment shall terminate
      immediately in the event of Executive's death or Disability.  "Disability"
      means Executive is unable to engage in any substantial gainful business activity
      by reason of any medically determinable physical or mental impairment which
      can
      be expected to result in death or that has rendered Executive unable to
      effectively carry out his duties and obligations under this Agreement or unable
      to effectively and actively participate in the management of WellCare and the
      Corporation for a period of 90 consecutive days or for shorter periods
      aggregating to 120 days (whether or not consecutive) during any consecutive
      12
      months of the Term.  If there should be a dispute between the
      Corporation and Executive as to Executive's Disability for purposes of this
      Agreement, the question shall be settled by the opinion of an impartial
      reputable physician or psychiatrist agreed upon by the parties or their
      representatives, or if the parties cannot agree within ten (10) days after
      a
      request for designation of such party, then a physician or psychiatrist
      designated by the Florida Medical Association.  The certification of
      such physician or psychiatrist as to the questioned dispute shall be final
      and
      binding upon the parties hereto.

     

    4.1.2 Cause.  The
      Corporation shall have the right to terminate Executive's employment by giving
      written notice of such termination to Executive upon the occurrence of any
      one
      or more of the following events ("Cause"):

     

    
      	
              (a)  

            	
              any
                willful act or willful omission, other than as a result of Executive's
                Disability, that represents a breach of any of the terms
                of this Agreement to the material detriment of WellCare or the
                Corporation;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              bad
                faith by Executive in the performance of his duties, consisting of
                willful
                acts or willful omissions, other than as a result of Executive's
                Disability, to the material detriment of WellCare or the Corporation;
                or

            


    

     

    
      	
              (c)  

            	
              Executive's
                conviction of, or pleading guilty or nolo contendere to, a crime
                that
                constitutes a felony involving fraud, conversion, misappropriation,
                or
                embezzlement under the laws of the United States or any political
                subdivision thereof, which conviction has become final and
                non-appealable.

            


    

     

    provided,
      however,
      that if a Change of Control shall occur during the Term, then the foregoing
      clause (a) shall
      thereafter
      cease to constitute part of the definition of "Cause"
      hereunder.

     

    4.1.3 Good
      Reason.  Executive may terminate his employment under this
      Agreement by giving written notice to the Corporation upon the occurrence of
      any
      one or more of the following events ("Good
      Reason"):

     

    
      	
              (a)  

            	
              a
                material
                diminution during the Term in Executive's authority, duties or
                responsibilities, or any change in Executive's title except as permitted
                pursuant to Section 1.1;

            


    

     

    
      	
              (b)  

            	
              Executive
                no longer serving on the Board, other than pursuant to his removal
                from
                the Board for cause pursuant to a vote of the equityholders of WellCare
                or
                due to Executive's resignation from the
                Board;

            


    

     

    
      	
              (c)  

            	
              a
                diminution during the Term in Executive's base salary or bonus
                opportunity;

            


    

     

    
      	
              (d)  

            	
              a
                material breach by WellCare or the Corporation of any term of this
                Agreement; or

            


    

     

    
      	
              (e)  

            	
              a
                change in Executive's office location to a point more than fifty
                (50)
                miles from Executive's offices in Tampa,
                Florida.

            


    

     

    4.1.4 Opportunity
      to Cure.  Notwithstanding Sections 4.1.2 and 4.1.3, it shall be
      a condition precedent to a party's right to terminate Executive's employment
      for
      Cause or Good Reason, as applicable, that (a) such party shall have first given
      the other party written notice stating with reasonable specificity the breach
      on
      which such termination is premised within 90 days after the party providing
      such
      notice becomes aware of such breach, and (b) if such breach is susceptible
      of
      cure or remedy, such breach has not been cured or remedied within forty-five
      (45) days after receipt of such notice.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.1.5 Any
      Other Reason.  Notwithstanding anything to the contrary herein,
      the Corporation shall have the right to terminate Executive's employment under
      this Agreement at any time without Cause by giving written notice of such
      termination to Executive, and Executive shall have the right to terminate
      Executive's employment under this Agreement at any time without Good Reason
      by
      giving written notice of such termination to the
      Corporation.

     

    4.2 Termination
      Date.  Except as provided in Section 4.1.1 with respect to
      Executive's death or Disability, and subject to Section 4.1.4, any termination
      under Section 4.1 shall be effective upon receipt of notice by Executive or
      the
      Corporation, as the case may be, of  such termination or upon such
      other later date as may be provided herein or specified by the Corporation
      or
      Executive in the notice (the "Termination
      Date").

     

    4.3 Effect
      of Termination.

     

    4.3.1 Termination
      with Cause or without Good Reason.  In the event that
      Executive's employment is terminated by the Corporation with Cause or by
      Executive without Good Reason, the Corporation shall pay all Accrued Obligations
      to Executive in a lump sum in cash within ten (10) days after the Termination
      Date. "Accrued
      Obligations" means the sum of (a) Executive's base salary hereunder
      through the Termination Date to the extent not theretofore paid, (b) the amount
      of any incentive compensation, deferred compensation and other cash compensation
      accrued by Executive as of the Termination Date to the extent not theretofore
      paid, and (c) any vacation pay, expense reimbursements and other cash
      entitlements accrued by Executive as of the Termination Date to the extent
      not
      theretofore paid.

     

    4.3.2 Termination
      without Cause or with Good Reason.  In the event that
      Executive's employment is terminated by the Corporation without Cause or by
      Executive for Good Reason:

     

    
      	
              (a)  

            	
              The
                Corporation shall pay all Accrued Obligations to Executive in a lump
                sum
                in cash within ten (10) days the Termination
                Date;

            


    

     

    
      	
              (b)  

            	
              The
                Corporation
                shall pay to Executive, in a lump sum in cash no later than the Severance
                Payment Deadline (as defined in Section 4.3.4),
                an amount equal
                to two (2) times (or, if the Termination Date occurs on or after
                the first
                anniversary of the Effective Date, one (1) times) the sum of
                (a) Executive's annual salary as in effect on the Termination Date
                and (b) the greater of (i) Executive's target bonus for the fiscal
                year
                during which the Termination Date occurs or (ii) the highest performance
                bonus earned by Executive with respect to any preceding fiscal
                year;

            


    

     

    
      	
              (c)  

            	
              The
                vesting of all of Executive's Incentive Awards shall be accelerated
                such
                that the Incentive Awards are vested as of the Termination Date to
                the
                same extent that the Incentive Awards would have been vested had
                Executive's employment continued for twenty-four (24) months (or,
                if the
                Termination Date occurs on or after the first anniversary of the
                Effective
                Date, twelve (12) months) after the Termination Date;
                and

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)  

            	
              For
                a period of
                twenty-four (24) months (or, if the Termination Date occurs on or
                after
                the first anniversary of the Effective Date, twelve (12) months)
                after the
                Termination Date, the Corporation shall continue to provide medical,
                dental and vision care and life insurance benefits to Executive and/or
                Executive's family at least equal to those which would have been
                provided
                to them in accordance with Section 3.2;
provided,
                further,
                that Executive agrees to elect COBRA coverage to the extent available
                under the Corporation's health insurance plans (and the Corporation
                shall
                reimburse the cost of any premiums for such coverage on an after-tax
                basis).  Any payment or reimbursement under this Section
                4.3.2(d) that
                is
                taxable to Executive or any of his family members shall be made (subject
                to the provisions of such health care plans that may require earlier
                payment) by December 31 of the calendar year following the calendar
                year in which Executive or such family member incurred the
                expense.

            


    

     

    4.3.3 Termination
      Due to Death or Disability.  In the event that Executive's
      employment is terminated due to Executive's death or
      Disability:

     

    
      	
              (a)  

            	
              The
                Corporation shall pay all Accrued Obligations to Executive in a lump
                sum
                in cash within ten (10) days after the Termination
                Date;

            


    

     

    
      	
              (b)  

            	
              The
                Corporation shall pay to Executive, in a lump sum in cash within
                ten (10)
                days after the Termination Date, an amount equal the sum of
                (a) Executive's annual salary as in effect on the Termination Date
                and (b) the greater of (i) Executive's target bonus for the fiscal
                year
                during which the Termination Date occurs or (ii) the highest performance
                bonus earned by Executive with respect to any preceding fiscal
                year;

            


    

     

    
      	
              (c)  

            	
              The
                vesting of all of Executive's Incentive Awards shall be fully accelerated
                such that all Incentive Awards are vested in full as of the Termination
                Date; and

            


    

     

    
      	
              (d)  

            	
              For
                a period of
                twelve (12) months after the Termination Date, the Corporation shall
                continue to provide benefits to Executive and/or Executive's family
                at
                least equal to those which would have been provided to them in accordance
                with Section 3.2;
provided,
                however,
                that any benefits (such as participation in a 401(k) plan) which
                may not
                be provided pursuant to applicable law or regulations shall not be
                provided during such period; provided,
                further,
                that Executive agrees to elect COBRA coverage to the extent available
                under the Corporation's health insurance plans (and the Corporation
                shall
                reimburse the cost of any premiums for such coverage on an after-tax
                basis).  Any payment or reimbursement under this Section
                4.3.3(c) that
                is
                taxable to Executive or any of his family members shall be made (subject
                to the provisions of such health care plans that may require earlier
                payment)
                by December 31 of the calendar year following the calendar
                year in
                which Executive or such family member incurred the
                expense.

            


    

     

    4.3.4 Waiver
      and Release Agreement.  In consideration of the severance
      payments and other benefits described in clauses (b) and (d) of Section 4.3.2,
      to which severance payments and benefits Executive would not otherwise be
      entitled, and as a precondition to Executive becoming entitled to such severance
      payments and other benefits under this Agreement, Executive agrees to execute
      and deliver to the Company within 30 days after the applicable Termination
      Date
      a Waiver and Release Agreement in the form attached hereto as Exhibit A without
      alteration or addition other than to include the date (the "Release").  If
      Executive fails to execute and deliver the Release Agreement within 30 days
      after the applicable Termination Date, or if Executive revokes such Release
      as
      provided therein, the Corporation shall have no obligation to provide any of
      the
      severance payments and other benefits described in clauses (b) and (d) of
      Section 4.3.2.  The timing of severance payments under clause (b) of
      Section 4.3.2 upon Executive's execution and delivery of the Release shall
      be
      further governed by the following provisions (the last date on which such
      payments may be made, the "Severance
      Payment Deadline"):

     

    
      	
              (a)  

            	
              In
                any case in which the Release (and the expiration of any revocation
                rights
                provided therein) could only become effective in a particular tax
                year of
                Executive, payments conditioned on execution of the release shall
                be made
                within 10 days after the Release becomes effective and such revocation
                rights have lapsed.

            


    

     

    
      	
              (b)  

            	
              In
                any case in which the Release (and the expiration of any revocation
                rights
                provided therein) could become effective in one of two taxable years
                of
                Executive depending on when Executive executes and delivers the Release,
                payments conditioned on execution of the Release shall be made within
                10
                days after the Release becomes effective and such revocation rights
                have
                lapsed, but not earlier than the first business day of the later
                of such
                tax years.

            


    

     

    4.4 Required
      Delay For Certain Deferred Compensation and Section 409A.  In
      the event that any compensation with respect to Executive's termination is
      "deferred compensation" within the meaning of Section 409A of the Code and
      the
      regulations promulgated thereunder ("Section
      409A"), the stock of WellCare, the Corporation or any


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    affiliate
      is publicly
      traded on an established securities market or otherwise, and Executive is
      determined to be a "specified employee," as defined in Section 409A(a)(2)(B)(i)
      of the Code, payment of such compensation shall be delayed as required by
      Section 409A.  Such delay shall last six (6) months from the date of
      Executive's termination, except in the event of Executive's
      death.  Within thirty (30) days following the end of such six-month
      period, or, if earlier, Executive's death, the Corporation will make a catch-up
      payment to Executive equal to the total amount of such payments that would
      have
      been made during the six-month period but for this Section 4.4.  Such
      catch-up payment shall bear simple interest at the prime rate of interest as
      published by the
      Wall Street Journals'
      bank survey as
      of the first day of the six month period, which such interest shall be paid
      with
      the catch-up payment.  Wherever payments under this Agreement
      are to be made in installments, each such installment shall be deemed to be
      a
      separate payment for purposes of Section 409A.

     

    4.5 Additional
      Payments.

     

    4.5.1 Gross
      Up for Excise Tax.  Anything in this Agreement to the contrary
      notwithstanding, in the event it shall be determined that any payment or
      distribution by the Corporation or WellCare to or for the benefit of Executive
      (whether paid or payable or distributed or distributable pursuant to the terms
      of this Agreement or otherwise, but determined without regard to any additional
      payments required under this Section 4.5) (a "Payment")
      would be subject to the excise tax imposed by Section 4999 of the Code, or
      if
      any interest or penalties are incurred by Executive with respect to such excise
      tax (such excise tax, together with any such interest and penalties, being
      hereinafter collectively referred to as the "Excise
      Tax"), then Executive shall be entitled to receive an additional payment
      (a "Gross-Up
      Payment") in an amount such that, after payment by Executive of all taxes
      (including interest or penalties imposed with respect to such taxes, but not
      including interest and penalties imposed by reason of Executive's failure to
      file timely tax returns or to pay taxes shown due on such returns and any
      interest, additions, increases or penalties unrelated to the Excise Tax or
      the
      Gross-Up Payment), including, without limitation, the  Excise Tax
      imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up
      Payment equal to the Excise Tax imposed upon the
      Payment.  Notwithstanding the foregoing provisions of this Section
      4.5.1, in the event the amount of Pyaments subject to the Excise Tax exceeds
      the
      product (the "Parachute
      Payment Limit") of 2.99 and Executive's applicable "base amount" (as such
      term is defined for purposes of Section 4999 of the Code) by less than ten
      percent (10%) of Executive's base salary, Executive shall be treated as having
      waived such rights with respect to Payments designated by Executive to the
      extent required such that the aggregate amount of Payments subject to the Excise
      Tax is less than the Parachute Payment Limit.

     

    4.5.2 Gross-Up
      Determinations.  Subject to the provisions of
      Section 4.5.3, below, all determinations required to be made under this
      Section 4.5, including whether and when a Gross-Up Payment is required and
      the
      amount of such Gross-Up Payment and the assumptions to be utilized in arriving
      at such determination, shall be made by a nationally recognized accounting
      firm
      selected by Executive and reasonably acceptable to the Corporation (the "Accounting
      Firm"), which shall provide detailed supporting calculations both to the
      Corporation and Executive within fifteen (15) business days of the receipt
      of
      notice from Executive that there has been a Payment, or such earlier time as
      is
      requested by the Corporation.  All fees and expenses of the Accounting
      Firm shall be borne solely by the

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     Corporation.  Any
      Gross-Up Payment, as determined pursuant to this Section 4.5,
      shall be paid by the
      Corporation to Executive within five (5) days of the receipt of the Accounting
      Firm's determination.  If the Accounting Firm determines that no
      Excise Tax is payable by Executive, it shall furnish Executive with a written
      opinion that failure to report the Excise Tax on Executive's applicable federal
      income tax return would not result in the imposition of a negligence or similar
      penalty.  Any good faith determination by the Accounting Firm shall be
      binding upon the Corporation and Executive.  As a result of the
      uncertainty in the application of Section 4999 of the Code at the time of the
      initial determination by the Accounting Firm hereunder, it is possible that
      Gross-Up Payments which will not have been made by the Corporation should have
      been made ("Underpayment"),
      consistent with the calculations required to be made hereunder.  In
      the event that the Corporation exhausts its remedies pursuant to
      Section 4.5.3,
      below, and Executive
      thereafter is required to make a payment of any Excise Tax, the Accounting
      Firm
      shall determine the amount of the Underpayment that has occurred and any such
      Underpayment shall be promptly paid by the Corporation to or for the benefit
      of
      Executive.

     

    4.5.3 Claims.  Executive
      shall notify the Corporation in writing of any claim by the Internal Revenue
      Service that, if successful, would require the payment by the Corporation of
      a
      Gross-Up Payment.  Such notification shall be given as soon as
      practicable but no later than fifteen (15) business days after Executive is
      informed in writing of such claim and shall apprise the Corporation of the
      nature of such claim and the date on which such claim is requested to be
      paid.  Executive shall not pay such claim prior to the expiration of
      the thirty (30)-day period following the date on which Executive gives such
      notice to the Corporation (or such shorter period ending on the date that any
      payment of taxes with respect to such claim is due).  If the
      Corporation notifies Executive in writing prior to the expiration of such period
      that it desires to contest such claim, Executive shall:  (a) give the
      Corporation any information reasonably requested by the Corporation relating
      to
      such claim, (b) take such action in connection with contesting such claim as
      the
      Corporation shall reasonably request in writing from time to time, including,
      without limitation, accepting legal representation with respect to such claim
      by
      an attorney reasonably selected by the Corporation, (c) cooperate with the
      Corporation in good faith in order effectively to contest such claim, and (d)
      permit the Corporation to participate in any proceedings relating to such claim;
      provided,
      however,
      that the Corporation shall bear and pay directly all costs and expenses
      (including additional interest and penalties) incurred in connection with such
      contest and shall indemnify and hold Executive harmless, on an after-tax basis,
      for any Excise Tax or income tax (including interest and penalties with respect
      thereto) imposed as a result of such representation and payment of costs and
      expenses.  Without limiting the foregoing provisions of this
      Section 4.5.3, the Corporation shall control all proceedings taken in
      connection with such contest and, at its sole option, may pursue or forego
      any
      and all administrative appeals, proceedings, hearings and conferences with
      the
      taxing authority in respect of such claim and may, at its sole option, either
      direct Executive to pay the tax claimed and sue for a refund or contest the
      claim in any permissible manner; and Executive agrees to prosecute such contest
      to a determination before any administrative tribunal, in a court of initial
      jurisdiction and in one or more appellate courts, as the Corporation shall
      determine; provided
      further, however,
      that if the Corporation directs Executive to pay such claim and sue for a
      refund, the Corporation shall (to the extent permitted by law) advance the
      amount of such payment to Executive on an interest-free basis and shall
      indemnify and hold Executive harmless, on an after-tax basis, from any Excise
      Tax or income tax 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (including
      interest or penalties with respect thereto) imposed with respect to such advance
      or with respect to any imputed income with respect to such advance; and provided,
      further,
      that any extension of the statute of limitations relating to payment of taxes
      for the taxable year of Executive with respect to which such contested amount
      is
      claimed to be due is limited solely to such contested
      amount.  Furthermore, the Corporation's control of the contest shall
      be limited to issues with respect to which a Gross-Up Payment would be payable
      hereunder and Executive shall be entitled to settle or contest, as the case
      may
      be, any other issue raised by the Internal Revenue Service or any other taxing
      authority.

     

    4.5.4 Refunds.  If,
      after the receipt by Executive of an amount advanced by the Corporation pursuant
      to Section 4.5.3, Executive becomes entitled to receive any refund with
      respect to such claim, Executive shall (subject to the Corporation's complying
      with the requirements of said Section 4.5.3) promptly pay to the
      Corporation the amount of such refund (together with any interest paid or
      credited thereon, after taxes applicable thereto).  If, after the
      receipt by Executive of an amount advanced by the Corporation pursuant to
      Section 4.5.3, a determination is made that Executive shall not be entitled
      to any refund with respect to such claim and the Corporation does not notify
      Executive in writing of its intent to contest such denial of refund prior to
      the
      expiration of thirty (30) days after such determination, then such advance
      shall
      be forgiven and shall not be required to be repaid; and the amount of such
      advance shall offset, to the extent thereof, the amount of the Gross-Up Payment
      required to be paid.

     

    4.5.5 Timing
      of Gross-Up Payment.  Subject to the foregoing provisions of
      this Section 4.5 that may require earlier payment, any Gross-Up Payment shall
      be
      paid to or for the benefit of Employee by December 31 of the calendar year
      following the calendar year in which the Excise Tax is remitted, or, if no
      Excise Tax is remitted, by December 31 of the calendar year following the
      calendar year in which there is a final and nonappealable settlement or other
      resolution of an audit or litigation relating to the Excise
      Tax.

     

    4.6 Non-Exclusivity
      of Rights.  Nothing in this Agreement shall prevent or limit
      Executive's continuing or future participation in any plan, program, policy
      or
      practice provided by the Corporation or its subsidiaries and for which Executive
      may qualify, nor shall anything herein limit or otherwise affect such rights
      as
      Executive may have under any other contract or agreement with the Corporation
      or
      its subsidiaries at or subsequent to the Termination Date, which shall be
      payable in accordance with such plan, policy, practice or program or contract
      or
      agreement, except as explicitly modified by this Agreement.

     

    4.7 No
      Set-Off or Mitigation.  The Corporation's obligation to make
      the payments provided for in this Agreement and otherwise to perform its
      obligations hereunder shall not be affected by any setoff, counterclaim,
      recoupment, defense, or other claim, right or action that the Corporation may
      have against Executive or others, except to the extent of the mitigation and
      setoff provisions provided for in this Agreement.  In no event shall
      Executive be obligated to seek other employment or take any other action by
      way
      of mitigation of the amounts payable to Executive under any of the provisions
      of
      this Agreement and such amounts shall not be reduced whether or not Executive
      obtains other employment.  The Corporation agrees to pay as incurred,
      to the full extent permitted by law, all legal fees and expenses that Executive
      may reasonably incur as a result of any contest (regardless of the outcome
      thereof) by the Corporation, Executive or others of the validity or
      enforceability of, or liability under, any provision of this Agreement or any
      guarantee of performance thereof (including as a result of any contest by
      Executive about the amount of any payment pursuant to this Agreement), plus,
      in
      each case, interest on any delayed payment at the applicable federal rate
      provided for in Section 7872(f)(2)(A) of the Code.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
      5 

    RESTRICTIVE
      COVENANTS

     

    5.1 Confidential
      Information.

     

    5.1.1 Obligation
      to Maintain Confidentiality.  Executive acknowledges that, by
      reason of Executive's employment by the Corporation, the Executive will have
      access to confidential information (collectively, "Confidential
      Information") of WellCare, the Corporation and their respective
      subsidiaries (collectively, the "WellCare
      Companies").  Executive acknowledges that such Confidential
      Information is a valuable and unique asset of the WellCare Companies and
      covenants that, both during and after the Term, Executive will not disclose
      any
      Confidential Information to any Person (except as Executive's duties as a
      director, officer or employee of WellCare and the Corporation may require)
      without the prior written authorization of the Board.  The obligation
      of confidentiality imposed by this Section 5.1 shall not apply to Confidential
      Information that otherwise becomes known to the public through no act of
      Executive in breach of this Agreement or which is required to be disclosed
      by
      court order, applicable law or regulatory requirements, nor shall it apply
      to
      Executive's disclosure of Confidential Information to his attorneys and advisors
      in connection with a dispute between Executive and a WellCare
      Company.

     

    5.1.2 Company
      Property.  All records, designs, business plans, financial
      statements, customer lists, manuals, memoranda, lists, research and development
      plans, Intellectual Property and other property delivered to or compiled by
      Executive by or on behalf of any WellCare Company or its providers, clients
      or
      customers that pertain to the business of any WellCare Company shall be and
      remain the property of such WellCare Company and be subject at all times to
      its
      discretion and control.  Likewise, all correspondence, reports,
      records, charts, advertising materials and other similar data pertaining to
      the
      business, activities, research and development, Intellectual Property or future
      plans of a WellCare Company that is collected by the Executive shall be
      delivered promptly to such WellCare Company without request by it upon
      termination of Executive's employment.  For purposes of this Section
      5.1.2, "Intellectual
      Property" shall mean patents, copyrights, trademarks, trade dress, trade
      secrets, other such rights, and any applications therefor.

     

    5.2 Inventions.  Executive
      is hereby retained in a capacity such that Executive's responsibilities may
      include the making of technical and managerial contributions of value to the
      WellCare Companies.  Executive hereby assigns to the applicable
      WellCare Company all rights, title and interest in such contributions and
      inventions made or conceived by Executive alone or jointly with others during
      the Term that relate to the business of such WellCare Company.  This
      assignment shall include (a) the right to file and prosecute patent applications
      on such inventions in any and all countries, (b) the patent applications filed
      and patents issuing thereon, and (c) the right to obtain copyright, trademark
      or
      trade name 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    protection
      for any such work product.  Executive shall promptly and fully
      disclose all such contributions and inventions to the Corporation and assist
      the
      Corporation or any other WellCare Company, as the case may be, in obtaining
      and
      protecting the rights therein (including patents thereon), in any and all
      countries; provided,
      however,
      that said contributions and inventions will be the property of the applicable
      WellCare Company, whether or not patented or registered for copyright, trademark
      or trade name protection, as the case may be.  Notwithstanding the
      foregoing, no WellCare Company shall have any right, title or interest in any
      work product or copyrightable work developed outside of work hours and without
      the use of any WellCare Company's resources that does not relate to the business
      of any WellCare Company and does not result from any work performed by Executive
      for any WellCare Company.

     

    5.3 Unfair
      Competition.

     

    5.3.1 Scope
      of Covenant.  Executive agrees that during the Term, and for
      the one-year period beginning on the Termination Date, Executive shall not,
      directly or indirectly, for himself or on behalf of or in conjunction with
      any
      other Person, without the prior written consent of the
      Board:

     

    
      	
              (a)  

            	
              engage
                as an officer, director, shareholder, owner, partner, joint venturer,
                or
                in any managerial capacity, whether as an employee, independent
                contractor, consultant or advisor (paid or unpaid), or as a sales
                representative, or otherwise participate, in each case, in any business
                that sells, markets, or provides any benefits or services within
                any state
                in which a WellCare Company is doing business at the time Executive
                ceases
                to be employed by the Corporation that are in direct competition
                with the
                benefits or services provided by such WellCare Company in such
                state;

            


    

     

    
      	
              (b)  

            	
              recruit,
                hire or solicit any employee or former employee of any WellCare Company
                or
                encourage any employee of any WellCare Company to leave such WellCare
                Company's employ, unless such former employee has not been employed
                by the
                WellCare Group for a period in excess of six months; provided,
                however,
                that the provisions of this clause (b) shall not apply to any member
                of
                Executive's immediate family;

            


    

     

    
      	
              (c)  

            	
              call
                upon any Person who is at the time Executive ceases to be employed
                by the
                Corporation, or who was at any time during the one year period prior
                to
                the date Executive ceases to be employed by the Corporation, a provider,
                customer or agent of any WellCare Company for the purpose of soliciting
                or
                selling benefits or services that would violate clause (a) above;
                or

            


    

     

    
      	
              (d)  

            	
              request
                or advise any provider, customer or agent of any WellCare Company
                to
                withdraw, curtail or cancel its business dealings with such WellCare
                Company;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    provided,
      however,
      that nothing in this Section 5.3.1 shall
      be construed
      to preclude Executive from making any investment in the securities of any
      business enterprise whether or not engaged in competition with any WellCare
      Company, to the extent that such securities are actively traded on a national
      securities exchange or in the over-the-counter market in the United States
      or on
      any foreign securities exchange, but only if such investment does not exceed
      two
      percent (2%) of the outstanding voting securities of such enterprise, provided
      that such permitted activity shall not relieve the Executive from any other
      provisions of this Agreement.

     

    5.3.2 Reasonableness.  It
      is agreed by the parties that the foregoing covenants in this Section 5.3 impose
      a reasonable restraint on Executive in light of the activities and business
      of
      the WellCare Companies on the date of the execution of this Agreement and the
      current plans of the WellCare Companies.  Executive acknowledges that
      the covenants in this Section 5.3 shall not prevent Executive from earning
      a
      livelihood upon the termination of employment hereunder, but merely prevents
      unfair competition with the WellCare Companies for a limited period of
      time.

     

    5.3.3 Severability.  The
      covenants in this Section 5.3 are severable and separate, and the
      unenforceability of any specific covenant shall not affect the provisions of
      any
      other covenant.  In the event any court of competent jurisdiction
      shall determine that the scope, time or territorial restrictions set forth
      herein are unreasonable, then it is the intention of the parties that such
      restrictions be enforced to the fullest extent that such court deems reasonable,
      and this Agreement shall thereby be reformed.

     

    5.3.4 Enforcement
      by the Corporation not Limited.  All of the covenants in this
      Section 5.3 shall be construed as an agreement independent of any other
      provision in this Agreement, and the existence of any claim or cause of action
      of Executive against any WellCare Company, whether predicated in this Agreement
      or otherwise, shall not constitute a defense to the enforcement by the
      Corporation or WellCare of such covenants.

     

    5.4 Breach
      of Restrictive Covenants.  The parties agree that a breach or
      violation of this Article 5 will result in immediate and irreparable injury
      and
      harm to the innocent party, and that such innocent party shall have, in addition
      to any and all remedies of law and other consequences under this Agreement,
      the
      right to seek an injunction, specific performance or other equitable relief
      to
      prevent the violation of the obligations hereunder.

     

     

    ARTICLE
      6

    ARBITRATION

     

     

    6.1 General.  Except
      for an action for equitable relief that is permitted to be sought pursuant
      to
      Section 5.4, any controversy, dispute, or claim between the parties to this
      Agreement, including any claim arising out of, in connection with, or in
      relation to the formation, interpretation, performance or breach of this
      Agreement shall be settled exclusively by arbitration, before a single
      arbitrator, in accordance with this Article 6 and the then most applicable
      rules
      of the American Arbitration Association.  Judgment upon any award
      rendered by the arbitrator may be entered by any state or federal court having
      jurisdiction thereof.  Such arbitration shall be administered by the
      American Arbitration 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Association.
      Arbitration shall be the exclusive remedy for determining any such dispute,
      regardless of its nature.  Notwithstanding the foregoing, either party
      may in an appropriate matter apply to a court for provisional relief, including
      a temporary restraining order or a preliminary injunction, on the ground that
      the award to which the applicant may be entitled in arbitration may be rendered
      ineffectual without provisional relief.  Unless mutually agreed by the
      parties otherwise, any arbitration shall take place in Tampa,
      Florida.

     

    6.2 Selection
      of Arbitrator.  In the event the parties are unable to agree
      upon an arbitrator, the parties shall select a single arbitrator from a list
      of
      nine arbitrators drawn by the parties at random from the "Independent" (or
      "Gold
      Card") list of retired judges or, at the option of Executive, from a list of
      nine persons (which shall be retired judges or corporate or litigation attorneys
      experienced in executive employment agreements) provided by the office of the
      American Arbitration Association having jurisdiction over Tampa,
      Florida.  If the parties are unable to agree upon an arbitrator from
      the list so drawn, then the parties shall each strike names alternately from
      the
      list, with the first to strike being determined by lot.  After each
      party has used four strikes, the remaining name on the list shall be the
      arbitrator.  If such person is unable to serve for any reason, the
      parties shall repeat this process until an arbitrator is
      selected.

     

    6.3 Applicability
      of Arbitration; Remedial Authority.  This agreement to resolve
      any disputes by binding arbitration shall extend to claims against any parent,
      subsidiary or affiliate of each party, and, when acting within such capacity,
      any officer, director, stockholder, employee or agent of each party, or of
      any
      of the above, and shall apply as well to claims arising out of state and federal
      statutes and local ordinances as well as to claims arising under the common
      law.  In the event of a dispute subject to this paragraph the parties
      shall be entitled to reasonable discovery subject to the discretion of the
      arbitrator.  The remedial authority of the arbitrator (which shall
      include the right to grant injunctive or other equitable relief) shall be the
      same as, but no greater than, would be the remedial power of a court having
      jurisdiction over the parties and their dispute.  The arbitrator
      shall, upon an appropriate motion, dismiss any claim without an evidentiary
      hearing if the party bringing the motion establishes that he or it would be
      entitled to summary judgment if the matter had been pursued in court
      litigation.  In the event of a conflict between the applicable rules
      of the American Arbitration Association and these procedures, the provisions
      of
      these procedures shall govern.

     

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

     

    6.5 Award
      Final and Binding.  The arbitrator shall render an award and
      written opinion, and the award shall be final and binding upon the
      parties.  If any of the provisions of this paragraph, or of this
      Agreement, are determined to be unlawful or otherwise unenforceable, in whole
      or
      in part, such determination shall not affect the validity of the remainder
      of
      this Agreement, and this Agreement shall be reformed to the extent necessary
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    to
      carry
      out its provisions to the greatest extent possible and to insure that the
      resolution of all conflicts between the parties, including those arising out
      of
      statutory claims, shall be resolved by neutral, binding
      arbitration.  If a court should find that the arbitration provisions
      of this Agreement are not absolutely binding, then the parties intend any
      arbitration decision and award to be fully admissible in evidence in any
      subsequent action, given great weight by any finder of fact, and treated as
      determinative to the maximum extent permitted by law.

     

     

    ARTICLE
      7

    MISCELLANEOUS

     

     

    7.1 Amendments.  The
      provisions of this Agreement may not be waived, altered, amended or repealed
      in
      whole or in part except by the signed written consent of the parties sought
      to
      be bound by such waiver, alteration, amendment or repeal.

     

    7.2 Entire
      Agreement.  This Agreement and any agreements pertaining to the
      Incentive Awards constitute the total and complete agreement of the parties
      with
      respect to the subject matter hereof and thereof and supersede all prior and
      contemporaneous understandings and agreements heretofore made, and there are
      no
      other representations, understandings or agreements.

     

    7.3 Counterparts.  This
      Agreement may be executed in one of more counterparts, each of which shall
      be
      deemed and original, but all of which shall together constitute one and the
      same
      instrument.

     

    7.4 Severability.  Each
      term, covenant, condition or provision of this Agreement shall be viewed as
      separate and distinct, and in the event that any such term, covenant, condition
      or provision shall be deemed by an arbitrator or a court of competent
      jurisdiction to be invalid or unenforceable, the court or arbitrator finding
      such invalidity or unenforceability shall modify or reform this Agreement to
      give as much effect as possible to the terms and provisions of this
      Agreement.  Any term or provision which cannot be so modified or
      reformed shall be deleted and the remaining terms and provisions shall continue
      in full force and effect.

     

    7.5 Waiver
      or Delay.  The failure or delay on the part of the Corporation
      or Executive to exercise any right or remedy, power or privilege hereunder
      shall
      not operate as a waiver thereof.  A waiver, to be effective, must be
      in writing and signed by the party making the waiver.  A written
      waiver of default shall not operate as a waiver of any other default or of
      the
      same type of default on a future occasion.

     

    7.6 Successors
      and Assigns.  This Agreement shall be binding on and shall
      inure to the benefit of the parties to it and their respective heirs, legal
      representatives, successors and assigns, except as otherwise provided
      herein.  Neither this Agreement nor any of the rights, benefits,
      obligations or duties hereunder may be assigned or transferred by Executive
      except by operation of law.  Without the prior written consent of
      Executive, this Agreement shall not be assigned by the
      Corporation.  The Corporation will require any successor (whether
      direct or indirect by purchase, merger, consolidation or otherwise) to all
      or
      substantially all of the business and/or assets of the Corporation to assume
      expressly and agree
      to
      perform this Agreement in the same manner and to the same extent that the
      Corporation would be required to perform if no such succession had taken
      place.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    7.7 Necessary
      Acts.  Each party to this Agreement shall perform any further
      acts and execute and deliver any additional agreements, assignments or documents
      that may be reasonably necessary to carry out the provisions or to effectuate
      the purpose of this Agreement.

     

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

     

    7.9 Notices.  All
      notices, requests, demands and other communications to be given under this
      Agreement shall be in writing and shall be deemed to have been duly given on
      the
      date of service, if personally served on the party to whom notice is to be
      given, or 48 hours after mailing, if mailed to the party to whom notice is
      to be
      given by certified or registered mail, return receipt requested, postage
      prepaid, and properly addressed to the party at his address set forth as follows
      or any other address that any party may designate by written notice to the
      other
      parties:

     

    
      
        	 To
                Executive:    	 Heath
                Schiesser
	 	 On
                file with
                the Corporation
	 	 
	 	 
	 To
                WellCare or
                the Corporation:	 WellCare
                Health Plans, Inc.
	 	 8735
                Henderson
                Road
	 	 Renaissance
                Two
	 	 Tampa,
                FL 33634
	 	 Attn:
                General
                Counsel
	 	 Facsimile:  (813)
                290-6210


      

    

         


    7.10 Headings
      and Captions.  The headings and captions used herein are solely
      for the purpose of reference only and are not to be considered as construing
      or
      interpreting the provisions of this Agreement.

     

    7.11 Construction.  All
      terms and definitions contained herein shall be construed in such a manner
      that
      shall give effect to the fullest extent possible to the express or implied
      intent of the parties hereby.

     

    7.12 Counsel.  Executive
      has been advised by the Corporation that he should consider seeking the advice
      of counsel in connection with the execution of this Agreement and Executive
      has
      had an opportunity to do so. Executive has read and understands this Agreement,
      and has sought the advice of counsel to the extent he has determined
      appropriate.  The Corporation shall reimburse Executive for the
      reasonable fees and expenses of Executive's counsel(s) in connection with the
      preparation, negotiation, execution and delivery of this
      Agreement.

     

    7.13 Withholding
      of Compensation.  Executive hereby agrees that the Corporation
      may deduct and withhold from the compensation or other amounts payable to
      Executive 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    hereunder
      or otherwise in connection with Executive's employment any amounts required
      to
      be deducted and withheld by the Corporation under the provisions of any
      applicable Federal, state and local statute, law, regulation, ordinance or
      order.

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered as of the Effective Date.

     

    
      
        	 
                	
                WELLCARE

                 

              
	                                                                                                                
                	WELLCARE
                HEALTH
                PLANS, INC.
	 	By: /s/ Neal
                Moszkowski    
	                                                                                          	Name:
                Neal Moszkowski
	                                                                                                               	Title:
                Chairman,
                Compensation Committee
	                                                                                                               
                	 
	
              	 
	
                                                                                                                               

              	
                CORPORATION

                 

              
	                                                                                                             	COMPREHENSIVE
                HEALTH MANAGEMENT, INC.
	 
	By:  
/s/ 
Neal
                Moszkowski    
	  	Name: 
Neal
                Moszkowski
	                                                                                                               
                	Title: Duly
                Authorized
	                                                                                                              	 
	
              	 
	                                                                                                               	
                 EXECUTIVE

                 

              
	                                                                                                                	  
/s/ 
Heath
                Schiesser  
	                                                                                                               
                	 Heath
                Schiesser


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    WAIVER
      AND RELEASE AGREEMENT

     

               
      THIS
      WAIVER AND RELEASE AGREEMENT(this
      "Release")is
      entered into as of [TO
      BE DETERMINED AT TERMINATION OF EMPLOYMENT](the
      "Effective
      Date"),
      by Heath Schiesser
      (the "Executive")
      in consideration of severance pay and
      benefits (the
      "Severance
      Payment")
      provided
      to the Executive by Comprehensive Health Management, Inc., a Florida
      corporation (the "Corporation"),
      pursuant
      to clauses
      (b) and (d) of Section 4.3.2
      of the
      Employment Agreement by and between the
      Corporation and the Executive
      (the "Employment
      Agreement").

     

     

    1.           
      Waiver
      and Release.  Subject
      to the last sentence of the first paragraph of this Section 1, the
      Executive, on his own behalf and on behalf of
      his heirs, executors, administrators, attorneys and assigns, hereby
      unconditionally and irrevocably releases, waives and forever discharges the
      Corporation and each of its affiliates, parents, successors, predecessors,
      and
      the subsidiaries, directors, owners,
      members, shareholders, officers, agents, and employees of the Corporation and
      its affiliates, parents, successors, predecessors, and subsidiaries
      (collectively, all of the foregoing are referred to as the "Employer"),
      from any and all causes of action,
      claims and damages, including attorneys'fees,
      whether known or unknown, foreseen or unforeseen, presently asserted or
      otherwise arising through the date of his signing of this
      Release,
      concerning his employment or separation from employment.  Subject
      to
      the last sentence of the first paragraph of this Section 1, this
      Release
      includes, but is not limited to,
      any
      payments, benefits or damages arising under any federal law (including, but
      not
      limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination
      in Employment Act, the Employee Retirement Income Security Act of 1974, the
      Americans with Disabilities Act, Executive Order 11246, the Family and Medical
      Leave Act, and the Worker Adjustment and Retraining Notification Act, each
      as
      amended);any
      claim arising under any state or local laws, ordinances or regulations
      (including, but not limited to, any state or local laws, ordinances or
      regulations requiring that advance notice be given of certain workforce
      reductions); and any claim arising under
      any common law principle or public policy, including, but not limited to, all
      suits in tort or contract, such as wrongful termination, defamation, emotional
      distress, invasion of privacy or loss of consortium. Notwithstanding
      any other provision of this Release to the contrary, this Release does not
      encompass, and Executive does not release, waive or discharge, the obligations
      of WellCare and/or the Corporation (a) to make the payments and provide the
      other benefits contemplated by the Employment Agreement, or (b) under any
      restricted stock agreement, option agreement or other agreement pertaining
      to
      Executive's equity ownership, or (c) under any indemnification or similar
      agreement with Executive.

     

               
      The
      Executive understands that by signing this Release,
      he
      is not waiving any claims or administrative charges which cannot be waived
      by
      law.  He is waiving, however, any right to monetary recovery or
      individual relief should any federal, state or local agency (including the
      Equal
      Employment Opportunity Commission)
      pursue any claim on his behalf arising out of or related to his employment
      with
      and/or separation from employment with the
      Corporation.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

               
      The
      Executive further agrees without any reservation whatsoever, never to sue the
      Employer or become a party to
      a lawsuit on the basis of any and all claims of any type lawfully and validly
      released in this Release.

     

    2.           
      Acknowledgments.  The
      Executive is signing this Release knowingly and voluntarily.  He
      acknowledges that:

     

    
      	
               

            	 	
              (a)

            	
              He
                is hereby advised in writing toconsult
                an attorney before signing this Release
                Agreement;

            


    

     

    
      	
               

            	 	
              (b)

            	
              He
                has relied solely on his own judgment and/or that of
                his  attorney regarding the consideration for and the terms of
                this Release and is signing this Release Agreement knowingly and
                voluntarily
                of his own free will;

            


    

     

    
      	
               

            	 	
              (c)

            	
              He
                is not entitled to the Severance Payment unless he agrees to and
                honors
                the terms of this Release;

            


    

     

    
      	
               

            	 	
              (d)

            	
              He
                has been given at least twenty-one
                (21) calendar
                days to consider this Release,
                or he or she expressly waives his
                right to have at least twenty-one
                (21) days
                to consider this Release;

            


    

     

    
      	
               

            	 	
              (e)

            	
              He
                may revoke this Release within seven (7) calendar days after signing
                it by
                submitting a written notice of revocation to the Employer.  He
                further understands that this Release
                is not effective or enforceable until after the seven (7) day period
                of
                revocation has expired without revocation, and that if he or she
                revokes
                this Release within the seven (7) day revocation period, he will
                not
                receive the Severance
                Payment;

            


    

     

    
      	
               

            	 	
              (f)

            	
              He
                has
                read and understands the Release and
                further understands that, subject to the limitations contained herein,
                it
                includes a general release of any and all known and unknown, foreseen
                or
                unforeseen claims presently asserted or otherwise arising through
                the
                date of his signing of this Release that he may have against the
                Employer;
                and

            


    

     

    
      	
               

            	 	
              (g)

            	
              No
                statements made or conduct by the Employer has in any way coerced
                or
                unduly influenced him or her to execute this Release.

            


    

     

    3.           
      No
      Admission of Liability.  This
      Release
      does not constitute an admission of liability or wrongdoing on the part of
      the
      Employer, the Employer does not admit there has been any wrongdoing whatsoever
      against the Executive, and the Employer expressly denies that any wrongdoing
      has
      occurred.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           
      Entire
      Agreement.  There
      are no other agreements of any nature between the Employer and the Executive
      with respect to the matters discussed in this Release Agreement, except as
      expressly stated herein, and in signing this Release,
      the Executive is not relying
      on any agreements or representations, except those expressly
      contained in this Release.

     

    5.           
      Execution.  It
      is not necessary that the Employer sign this Release following the
      Executive's
      full and complete execution of it for it to become fully effective and
      enforceable.

     

    6.           
      Severability.  If
      any provision of this Release is found, held or deemed by a court of competent
      jurisdiction to be void, unlawful or unenforceable under any applicable statute
      or controlling law, the remainder of this Release shall continue
      in full force and effect.

     

    7.           
      Governing
      Law.  This
      Release shall be governed by the laws of the State of Florida, excluding the
      choice of law rules thereof.

     

    8.           
      Headings.  Section
      and subsection headings contained in this Release are inserted for
      the
      convenience of reference only.  Section and subsection headings shall
      not be deemed to be a part of this Release for any purpose, and they shall
      not
      in any way define or affect the meaning, construction or scope of any of the
      provisions hereof.

     

    IN
      WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the
      day
      and year first herein above written.

     

     

    EXECUTIVE: 

     

    _________________________

    HEATH
      SCHIESSER