non-employdirectorcomppolicy.htm


    
Back to Form 10-Q

    Exhibit 10.8


    


    WELLCARE
HEALTH PLANS, INC.

    


    Non-Employee
Director Compensation Policy

    


    This Non-Employee Director Compensation
Policy (the “Policy”)
sets forth the compensation to be paid to non-employee members (“Non-Employee
Directors”)
of the Board of Directors (the “Board”) of
WellCare Health Plans, Inc. (the “Company”).

    


    Annual
Retainers and Fees

    


    The
following retainers and fees shall be paid quarterly at the end of the period
and shall be cumulative.  A member of the Board or any of its
committees other than the Special Litigation Committee (as provided below), who
serves on such during a portion of a quarterly period, shall be paid the full
quarterly retainer.

    


    All
Non-Employee Directors:

    


    
      	
               
      

            	
              ·

            	
              A
      base annual retainer of $50,000.

            


    

    


    Committee
Members:

    


    
      	
               
      

            	
              ·

            	
              Each
      member of the Audit Committee shall receive an additional annual retainer
      of $12,000.

            


    

    


    
      	
               
      

            	
              ·

            	
              Each
      member of the Compensation Committee, the Nominating and Corporate
      Governance Committee, the Health Care Quality and Access Committee and the
      Regulatory Compliance Committee shall receive an additional annual
      retainer of $8,000.

            


    

    


    
      	
               
      

            	
              ·

            	
              Each
      member of the Special Committee shall receive an additional annual
      retainer of $60,000.

            


    

    


    
      	
               
      

            	
              Committee
      Chairs:

            


    

    


    
      	
               
      

            	
              ·

            	
              The
      chairperson of the Audit Committee shall receive an additional annual
      retainer of $8,000.

            


    

    


    
      	
               
      

            	
              ·

            	
              The
      chairperson of the Compensation Committee, the Nominating and Corporate
      Governance Committee, the Health Care Quality and Access Committee and the
      Regulatory Compliance Committee shall receive an additional annual
      retainer of $4,000.

            


    

    


    
      	
               
      

            	
              ·

            	
              The
      chairperson of the Special Committee shall receive an additional annual
      retainer of $30,000.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              Lead
      Director:

            


    

    


    
      	
               
      

            	
              ·

            	
              The
      lead director shall receive an additional annual retainer of
      $15,000.

            


    

    


    Special
Litigation Committee:

    


    
      	
               
      

            	
              ·

            	
              So
      long as the Special Litigation Committee consists of one member, that
      member shall receive an annual fee of $90,000, or for any shorter period
      thereof, a fee based on such annual fee calculated on a pro-rata, monthly
      basis.

            


    

    


    Meeting
Fees

    


    Each Non-Employee Director shall
receive an additional $2,000 for each meeting of the full Board of Directors
attended in person, telephonically or by way of other remote or electronic
means.

    


    Initial
Equity Awards

    


    Unless otherwise determined by the
Compensation Committee and subject to the Compensation Committee’s approval,
upon, and contingent on, a new Non-Employee Director’s appointment or election
to the Board, newly elected or appointed members of the Board shall receive an
initial grant of restricted stock valued at approximately $150,000 (based on the
closing price on the grant date), pursuant to and in accordance with the terms
and provisions of a restricted stock agreement and the WellCare Health Plans,
Inc. 2004 Equity Incentive Plan (the “2004 Equity
Plan”).  Such grant of restricted stock shall vest in equal
parts on the first, second and third anniversary of the date of
grant.

    


    Annual
Equity Awards

    


    Unless otherwise determined by the
Compensation Committee and subject to the Compensation Committee’s approval,
each Non-Employee Director, other than a Non-Employee Director joining the Board
at the annual meeting, shall receive an annual grant of restricted stock valued
at approximately $100,000 (based on the on the closing price on the grant date),
pursuant to and in accordance with the terms and provisions of a restricted
stock agreement and the 2004 Equity Plan.  Unless otherwise determined
by the Compensation Committee, all such annual grants shall be granted on the
date of the Company’s annual meeting of shareholders.  Such grant of
restricted stock shall vest in full on the earlier of the first anniversary of
the date of grant or the date of the next annual meeting.

    


    Stock
Ownership Guidelines

    


    Non-Employee Directors are required to
own shares of the Company’s common stock (the “Ownership
Requirement”) having a value (as described below) equal to the sum of
three (3) times the base annual retainer payable to each Non-Employee Director
as set forth in this Policy as in effect from time to time.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    For purposes of determining ownership,
the following will be used in determining whether a Non-Employee Director has
satisfied the Ownership Requirement:

    


    
      	
               
      

            	
              ·

            	
              One
      hundred percent (100%) of the value of shares of the Company’s common
      stock owned individually, either directly or indirectly, including vested
      and unvested restricted stock or restricted stock unit awards or shares
      acquired upon exercise of stock
options;

            


    

    
      	
               
      

            	
              ·

            	
              Shares
      of the Company’s common stock owned jointly, or separately by a spouse,
      domestic partner and/or minor children, directly or
      indirectly.

            


    

    


    No other
rights to acquire shares of Company common stock (including stock options or
similar rights) shall be considered shares of Company common stock for purposes
of meeting the Ownership Requirements under this Policy.

    


    For
purposes hereof, the value of a share of the Company’s common stock, including
vested and unvested restricted stock and restricted stock units, shall be
calculated on the last trading day of each calendar year based on the average
closing price of the Company’s common stock during the prior year (a “Determination
Date”).  Any subsequent change in the value of the shares of
Company common stock during that year will not affect the amount of stock a
Non-Employee Director should hold during that year under this
Policy.  If a Non-Employee Director does not meet the Ownership
Requirement as of a Determination Date, such Non-Employee Director must satisfy
the Ownership Requirement on the next Determination Date.

    


    In the event the annual retainer
increases, each Non-Employee Director will have four (4) years from the time of
the increase to acquire any additional shares needed to satisfy this
Policy.

    


    A Non-Employee Director shall have
until the end of the first Determination Date following the fourth anniversary
of such Non-Employee Director’s election or appointment to the Board or upon
otherwise becoming a Non-Employee Director of the Board to satisfy the Ownership
Requirement; provided, however, that a Non-Employee Director who was a
Non-Employee Director of the Company as of April 1, 2009, shall have until
December 31, 2013 to meet the Ownership Requirement.

    


    Effective
Date

    


    This Policy shall become effective
April 1, 2009.