<PAGE>

                                                                   EXHIBIT 10.14

                             WELLCARE HOLDINGS, LLC
                        2002 SENIOR EXECUTIVE EQUITY PLAN

                                   ARTICLE I

                                 PURPOSE OF PLAN

                  This 2002 Senior Executive Equity Plan (this "Plan") of
WellCare Holdings, LLC (the "Company"), was adopted by the Company's Board of
Directors (the "Board") on September 6, 2002 (the "Effective Date"), and is
intended to advance the best interests of the Company by providing senior
executives and other key employees of the Company or any other WellCare Company
(as defined below) with additional incentives by allowing such senior executives
and key employees to acquire an ownership interest in the Company.

                                   ARTICLE II

                                   DEFINITIONS

                  For purposes of this Plan the following terms have the
indicated meanings:

                  "Affiliate" means, when used with reference to a specified
Person, any Person that directly or indirectly controls or is controlled by or
is under common control with the specified Person. As used in this definition,
"control" (including, with its correlative meanings, "controlled by" and "under
common control with") shall mean possession, directly or indirectly, of power to
direct or cause the direction of management or policies (whether through
ownership of securities or partnership or other ownership interests, by contract
or otherwise). With respect to any Person who is an individual, "Affiliates"
shall also include, without limitation, any member of such individual's Family
Group.

                  "Cause" means, with respect to any Participant, (i) such
Participant's conviction by a court (or plea of guilty or no contest) of a
felony, or any crime involving theft, dishonesty or moral turpitude; (ii) act(s)
or omission(s) by such Participant which are willful and deliberate act(s) or
omission(s) intended to harm or injure the business, operations, financial
condition, properties, assets, prospects, value or reputation of any WellCare
Company; (iii) such Participant's willful misconduct which results in material
harm to any WellCare Company and/or which has a material adverse effect on the
business, operations, properties, assets, prospects, value or business
relationships of any WellCare Company; (iv) such Participant's willful disregard
of the lawful and reasonable directives of the Board; or (v) a material breach
by such Participant of any material covenant or agreement between such
Participant and any WellCare Company, provided that if such breach is capable of
remedy such Participant shall have 15 days from notification of the breach by
the Company in which to remedy such breach.

                  "Class A Common Units" means the Company's Class A Common
Units (as such term is defined in the LLC Agreement).

<PAGE>

                  "Class C Common Units" means the Company's Class C Common
Units (as such term is defined in the LLC Agreement).

                  "Code" means the Internal Revenue Code of 1986, as amended,
and any successor statute.

                  "Committee" means the Compensation Committee or such other
committee of the Board as the Board may designate to administer this Plan or, if
for any reason the Board has not designated such a committee, the Board. The
Committee, if other than the Board, shall be composed of two or more directors
as appointed from time to time by the Board.

                  "Common Units" means collectively the Class A Common Units,
the Class B Common Units (as such term is defined in the LLC Agreement), the
Class C Common Units and any other equity securities of the Company (or its
successors) which are not limited to a fixed sum or percentage of par value or
stated value in respect of the rights of the holders thereof to participate in
dividends or other distributions or in the distribution of assets upon any
voluntary or involuntary liquidation, dissolution or winding up of the issuer of
such securities, including any common equity securities of any successor entity
of the Company issued pursuant to a transaction of the type described in Section
12.16 of the LLC Agreement.

                  "Disqualifying Event" means, with respect to any Participant,
any breach by such Participant of any non-competition, non-solicitation,
non-disclosure or confidentiality agreement between such Participant and any
WellCare Company.

                  "Employee Incentive Units" means (i) all Class C Common Units
issued hereunder and (ii) all equity securities issued with respect to the
equity referred to in clause (i) above by way of unit or stock dividend or
distribution or stock or unit split in connection with any conversion, merger,
consolidation or recapitalization or other reorganization affecting the Class C
Common Units.

                  "Employee Investment Units" means (i) all Class A Common Units
issued hereunder and (ii) all equity securities issued with respect to the
equity referred to in clause (i) above by way of unit or stock dividend or
distribution or stock or unit split in connection with any conversion, merger,
consolidation or recapitalization or other reorganization affecting the Class A
Common Units.

                  "Employee Units" means the Employee Incentive Units and the
Employee Investment Units. Unless otherwise provided herein or in a
Participant's Subscription Agreement (as defined herein), except in connection
with an Approved Sale (as defined herein) or a Public Sale, Employee Units will
continue to be Employee Units in the hands of any holder of Employee Units
(except for the Company), and each such transferee thereof will succeed to the
rights and obligations of a holder of Employee Units hereunder.

                  "Fair Market Value" per Class A Common Unit, Class C Common
Unit or of any other security as of any given date shall be as determined by the
Board based on such factors as the members thereof, in the exercise of their
business judgment, consider relevant.

                                       2

<PAGE>

                  "Family Group" means, when used with reference to a specified
individual Person, (i) such Person's spouse and descendants (whether natural or
adopted) and any trust solely for the benefit of such Person and/or such
Person's spouse and/or descendants or (ii) any company, limited liability
company or other entity which is controlled solely by such Person or the Person
and such Person's spouse.

                  "Independent Third Party" means any Person other than Soros
Fund or any Affiliate of Soros Fund.

                  "LLC Agreement" means the Second Amended and Restated Limited
Liability Company Agreement of the Company, as amended or restated from time to
time.

                  "Participant" means any senior executive or other employee of
any WellCare Company who has been selected to participate in this Plan by the
Committee or the Board.

                  "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, a governmental entity or any
department, agency or political subdivision thereof or any other entity or
organization.

                  "Public Offering" means an underwritten public offering and
sale of Common Units or any common equity securities of any successor entity to
the Company issued pursuant to a transaction of the type described in Section
12.16 of the LLC Agreement, in each case, pursuant to an effective registration
statement under the Securities Act; provided that a Public Offering shall not
include an offering made in connection with a business acquisition or
combination pursuant to a registration statement on Form S-4 or any form for
similar registration purposes, or an employee benefit plan pursuant to a
registration statement on Form S-8 or any form for similar registration
purposes.

                  "Public Sale" means the sale of Employee Units to the public
pursuant to an offering registered under the Securities Act or, after the
consummation of an initial Public Offering, to the public pursuant to the
provisions of Rule 144 (or any similar rule or rules then in effect) under the
Securities Act.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Soros Fund" means Soros Private Equity Investors LP.

                  "Termination Date" means with respect to any Participant, the
date that such Participant ceases to be an employee of any of the WellCare
Companies for any reason.

                  "WellCare Companies" means the Company, WellCare Acquisition
Company and their respective subsidiaries whether currently existing of
hereafter acquired or formed.

                  "Valuation Date" means, with respect to any Repurchase Option
(as herein defined), the date, if any, that the Company delivers a Repurchase
Notice (as herein defined) to a holder of Employee Units.

                                       3

<PAGE>

                                   ARTICLE III

                                 ADMINISTRATION

                  This Plan shall be administered by the Committee. Subject to
the limitations of this Plan, the Committee shall have the sole and complete
authority to: (i) select Participants, (ii) issue and grant Class A Common Units
and Class C Common Units to Participants in such forms and for such amounts as
it shall determine, (iii) impose such limitations, restrictions and conditions
upon Employee Units as it shall deem appropriate, (iv) interpret this Plan and
adopt, amend and rescind administrative guidelines and other rules, procedures
and regulations relating to this Plan, (v) correct any defect or omission or
reconcile any inconsistency in this Plan or in any Subscription Agreement (as
herein defined) and (vi) make all other determinations and take all other
actions necessary or advisable for the implementation and administration of this
Plan. The Committee's determinations on matters within its authority shall be
conclusive and binding upon the Participants, the Company and all other Persons.
All expenses associated with the administration of this Plan shall be borne by
the Company. The Committee may, as approved by the Board and to the extent
permissible by law, delegate any of its authority hereunder to such Persons as
it deems appropriate.

                                   ARTICLE IV

 LIMITATION ON AGGREGATE NUMBER OF CLASS A COMMON UNITS AND CLASS C COMMON UNITS

                  The number of Class A Common Units and Class C Common Units
which may be issued and/or granted under this Plan shall not exceed, in the
aggregate, such number of Common Units as shall be determined from time to time
by the Board (which number may be increased by the Board, in their sole
discretion) (such number to be appropriately adjusted for any unit or stock
split, reverse unit or stock split, unit or stock dividend or distribution or
other combination of Common Units after the date hereof). With respect to any
issuance and/or grant of Class A Common Unit and Class C Common Units to any
Participant, (x) Class A Common Units shall be issued to such Participant in
exchange for a cash issuance price to be paid to the Company by such Participant
in an amount equal to the then Fair Market Value of such Class A Common Units
and (y) Class C Common Units shall be granted to such Participant. To the extent
any Class A Common Units or Class C Common Units issued hereunder are forfeited
or are repurchased by the Company, such Class A Common Units and/or Class C
Common Units, as the case may be, shall again be available for issuance and/or
grant under this Plan.

                                   ARTICLE V

              RIGHTS AND OBLIGATIONS WITH RESPECT TO EMPLOYEE UNITS

         5.1      VESTING OF EMPLOYEE INCENTIVE UNITS. At the discretion of the
Committee, exercised at the time of issuance and/or grant, Employee Incentive
Units may vest, in one or more installments, upon (i) the fulfilment of certain
conditions, (ii) the passage of a specified period of time, and/or (iii) the
achievement by any or all of the WellCare Companies of certain performance
goals.

                                       4

<PAGE>

         5.2      RIGHT TO PURCHASE EMPLOYEE UNITS UPON TERMINATION OF
EMPLOYMENT OR UPON A DISQUALIFYING EVENT.

                  (a)      REPURCHASE RIGHT. If, with respect to any
Participant, either a Termination Date or a Disqualifying Event (as determined
by the Board) occurs, then such Participant's Employee Units (whether held by
such Participant or one or more transferees and including any Employee Units
acquired subsequent to such Termination Date or Disqualifying Event) will, at
the Company's election, be subject to repurchase by the Company pursuant to the
terms and conditions set forth in this Section 5.2 (the "Repurchase Option") at
a price per Employee Unit equal to the Fair Market Value per Employee Unit
determined as of the Valuation Date, less the amount of any cash distributed by
the Company with respect to such Employee Unit between the applicable Valuation
Date and the closing of the applicable repurchase; provided, that,
notwithstanding the foregoing, if, at any time prior to the date nine years
after the Employee Units were first issued to such Participant, the Termination
Date occurs due to a termination by the Company of such Participant's employment
for Cause (as determined by the Board) or if a Disqualifying Event has occurred,
then the applicable Employee Units will be subject to the Repurchase Option at a
price per Employee Unit equal to the lesser of (x) a price per Employee Unit
equal to the Fair Market Value per Employee Unit determined as of the Valuation
Date, less the amount of any cash distributed by the Company with respect to
such Employee Unit between the applicable Valuation Date and the closing of the
applicable repurchase and (y) the price paid to the Company for such Employee
Unit by such Participant, less the amount of any cash distributed by the Company
with respect to such Employee Unit between the date such Employee Unit was
issued by the Company and the closing of the applicable repurchase.

                  (b)      REPURCHASE PROCEDURES. The Repurchase Option is
exercisable by the Company delivering written notice (the "Repurchase Notice")
to the holder or holders of the applicable Employee Units at any time during the
six-month period beginning on the applicable Termination Date or on the date the
Company obtains knowledge of the Disqualifying Event, as the case may be. The
Repurchase Notice will set forth the number of Employee Units to be acquired
from such holder(s), an estimate of the aggregate consideration to be paid for
such holder's Employee Units and the time and place for the closing of the
transaction.

                  (c)      CLOSING OF REPURCHASE. The closing of the
transactions contemplated by this Section 5.2 will take place on the date
designated by the Company in the Repurchase Notice, which date will not be more
than 60 days after the delivery of such notice. The amount of the repurchase
price to be paid for any Employee Units to be purchased by the Company pursuant
to a Repurchase Option shall be determined pursuant to Section 5.2(a) hereof and
the aggregate amount of such repurchase price shall be referred to herein as the
"Aggregate Repurchase Price". The Company will pay the applicable Aggregate
Repurchase Price for any Employee Units to be purchased by the Company pursuant
to a Repurchase Option by delivery of a check payable to or by wire transfer to
an account or account(s) designated by the holder(s) of such Employee Units in
an aggregate amount equal to the applicable Aggregate Repurchase Price for such
Employee Units. Notwithstanding anything to the contrary contained in this Plan,
all repurchases of Employee Units by the Company pursuant to a Repurchase Option
will be subject to applicable restrictions contained under applicable law
(including Delaware law) and in the Company's and

                                       5

<PAGE>

the other WellCare Companies' debt and equity financing agreements. If any such
restrictions prohibit the repurchase of Employee Units pursuant to this Section
5.2 which the Company is otherwise entitled to make, the Company may make such
repurchases as soon as it is permitted to do so under such restrictions. The
Company will receive from each seller regarding the sale of Employee Units the
representation that such seller has good and marketable title to such Employee
Units and that such Employee Units will be transferred to the Company free and
clear of all liens, claims and other encumbrances.

         5.3      RESTRICTIONS ON TRANSFER OF EMPLOYEE UNITS.

                  Neither any Participant nor any Permitted Transferee (as
herein defined) may directly or indirectly, sell, pledge, assign, transfer or
otherwise dispose of (a "Transfer") any interest in any Employee Units, except
(i) to the Company, (ii) in Public Sales or in an Approved Sale (as herein
defined), (iii) pursuant to applicable laws of descent and distribution, or (iv)
among such Participant's Family Group but only if such Transfer is for valid
estate planning purposes and has been approved by the Board; provided that the
restrictions contained in this Section 5.3 will continue to be applicable to the
Employee Units after any Transfer of the type referred to in clause (iii) or
(iv) above and, as a condition to any such Transfer, the transferees of such
Employee Units must agree in writing (which writing must be delivered to the
Company) to be bound by the provisions of this Plan (unless such Transfer is
pursuant to applicable laws of descent and distribution, in which case, such
writing shall be entered into and delivered to the Company as soon as reasonably
possible after such Transfer). Any transferee of Employee Units pursuant to a
Transfer in accordance with clause (iii) or (iv) above is herein referred to as
a "Permitted Transferee." Upon the proposed Transfer of any Employee Units
pursuant to clause (iii) or (iv) above, such Participant or such Permitted
Transferee transferring such Employee Units will deliver a written notice (a
"Transfer Notice") to the Company, which discloses in reasonable detail the
identity of the Permitted Transferee(s).

         5.4      ADDITIONAL RESTRICTIONS ON TRANSFER.

                  (a)      Any certificates representing Employee Units will
bear the following legend:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
                  AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
                  EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES
                  REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
                  RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND
                  CERTAIN OTHER AGREEMENTS SET FORTH IN THE ISSUER'S 2002 SENIOR
                  EXECUTIVE EQUITY PLAN, A COPY OF WHICH MAY BE OBTAINED BY

                                       6

<PAGE>

                  THE HOLDER HEREOF AT THE ISSUER'S PRINCIPAL PLACE OF BUSINESS
                  WITHOUT CHARGE."

The legend set forth above regarding this Plan shall be removed from any
certificates evidencing any securities which cease to be Employee Units.

                  (b)      No holder of Employee Units may Transfer any Employee
Units (except pursuant to an effective registration statement under the
Securities Act) without first delivering to the Company an opinion of counsel
reasonably acceptable in form and substance to the Company (which counsel will
be reasonably acceptable to the Company) that registration under the Securities
Act is not required in connection with such Transfer. If such opinion of
counsel, reasonably acceptable in form and substance to the Company, further
states that no subsequent Transfer of such Employee Units will require
registration under the Securities Act, if applicable, the Company will promptly
upon such Transfer deliver new certificates for such securities which do not
bear the Securities Act legend set forth in Section 5.4(a).

         5.5      APPROVED SALE OF THE COMPANY.

                  (a)      If the Board or the holders of a majority of the
number of voting Common Units then outstanding approve a sale of all or
substantially all of the Company's assets determined on a consolidated basis or
a sale of all (or, for accounting, tax or other reasons, substantially all) of
the outstanding Common Units (whether by merger, recapitalization,
consolidation, reorganization, combination or otherwise) to an Independent Third
Party or group of Independent Third Parties (each such sale, an "Approved
Sale"), then each holder of Employee Units will vote for, consent to and raise
no objections against such Approved Sale. If the Approved Sale is structured as
(i) a merger or consolidation, each holder of Employee Units will waive any
dissenters' rights, appraisal rights or similar rights in connection with such
merger or consolidation or (ii) a sale of equity securities, each holder of
Employee Units will agree to sell all of his or her Employee Units on the terms
and conditions approved by the Board or the holders of a majority of the voting
Common Units then outstanding, as the case may be. Each holder of Employee Units
will take all necessary or desirable actions in connection with the consummation
of the Approved Sale as requested by the Company. Each holder of Employee Units,
upon execution of the applicable Subscription Agreement, irrevocably constitutes
and appoints the Company the true and lawful attorney of such holder, with full
power of substitution, in the name of such holder or the Company to give effect
to this Section 5.5, including the execution of any documentation necessary to
transfer ownership of Employee Units pursuant to an Approved Sale. Each holder
of Employee Units, upon execution of the applicable Subscription Agreement,
agrees that the powers granted to the Company in the immediately preceding
sentence are coupled with an interest and are irrevocable by any holder of
Employee Units.

                  (b)      If the Company or the holders of the Company's
securities enter into any negotiation or transaction for which Rule 506 (or any
similar rule then in effect) promulgated by the Securities and Exchange
Commission may be available with respect to such negotiation or transaction
(including a merger, consolidation or other reorganization), the holders of
Employee Units will, at the request of the Company, appoint a purchaser
representative (as such term is

                                       7

<PAGE>

defined in Rule 501) reasonably acceptable to the Company. If any holder of
Employee Units appoints a purchaser representative designated by the Company,
the Company will pay the fees of such purchaser representative, but if any
holder of Employee Units declines to appoint the purchaser representative
designated by the Company, such holder will appoint another purchaser
representative, and such holder will be responsible for the fees of the
purchaser representative so appointed.

                  (c)      Each holder of Employee Units will bear their
pro-rata share (based upon the amount of consideration received) of the costs of
any sale of Employee Units pursuant to an Approved Sale to the extent such costs
are incurred for the benefit of all holders of Common Units and are not
otherwise paid by the Company or the acquiring party. Costs incurred by any
holder of Employee Units on his or her own behalf will not be considered costs
of the transaction hereunder.

         5.6      HOLDBACK AGREEMENT. No holder of Employee Units will effect
any sale or distribution of Employee Units during the seven days prior to or the
180-day period beginning on the effective date of any underwritten Public
Offering (except as part of such underwritten registration), unless the
underwriters managing such underwritten Public Offering otherwise agree.

                                   ARTICLE VI

                               GENERAL PROVISIONS

         6.1      WRITTEN AGREEMENT. Each issuance of Class A Common Units and
grant of Class C Common Units hereunder shall be embodied in a written agreement
(the "Subscription Agreement") which shall be signed by the Participant to whom
such Common Units are issued and granted and shall be subject to the terms and
conditions set forth herein.

         6.2      RIGHTS OF PARTICIPANTS. Nothing in this Plan shall interfere
with or limit in any way the right of any WellCare Company to terminate any
Participant's employment at any time (with or without cause), or confer upon any
Participant any right to continue to be employed by any WellCare Company for any
period of time or to continue to receive such Participant's current (or other)
rate of compensation. No senior executive or employee of any WellCare Company
shall have a right to be selected as a Participant or, having been so selected,
to be selected again as a Participant.

         6.3      AMENDMENT, SUSPENSION AND TERMINATION OF PLAN. The Board or
the Committee may suspend or terminate this Plan or any portion thereof at any
time and may amend it from time to time in such respects as the Board or the
Committee may deem advisable; provided, however, that no such amendment,
suspension or termination shall, in any material respect, impair the rights of a
Participant with respect to outstanding Employee Units without the consent of
such Participant.

         6.4      INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Board or the Committee, the
members of the Board and Committee shall

                                       8

<PAGE>

be indemnified by the Company against (i) all costs and expenses reasonably
incurred by them in connection with any action, suit or proceeding to which they
or any of them may be party by reason of any action taken or failure to act
under or in connection with this Plan or any Employee Units issued or granted
under this Plan, and (ii) all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding; provided, however, that any such Board or Committee member
shall be entitled to the indemnification rights set forth in this Section 6.4
only if such member (1) acted in good faith and in a manner that such member
reasonably believed to be in, and not opposed to, the best interests of the
Company, and (2) with respect to any criminal action or proceeding, (A) had no
reasonable cause to believe that such conduct was unlawful, and (B) upon the
institution of any such action, suit or proceeding, a Board or Committee member
shall give the Company written notice thereof and an opportunity to handle and
defend the same before such Board or Committee member undertakes to handle and
defend it on his own behalf.

         6.5      RESTRICTED SECURITIES. All Employee Units shall constitute
"restricted securities," as that term is defined in Rule 144 promulgated by the
Securities and Exchange Commission pursuant to the Securities Act, and may not
be Transferred except in compliance with the registration requirements of the
Securities Act or an exemption therefrom.

         6.6      GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware, United States of America,
without giving effect to any rules, principles or provisions of choice of law or
conflict of laws (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.

                                    * * * * *

                                       9