waiverandrelease.htm


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    Exhibit 10.2

     

    EXHIBIT
A

    


    WAIVER
AND RELEASE AGREEMENT

    


               THIS
WAIVER AND RELEASE AGREEMENT (this “Release”) is entered into as
of [______________] (the “Effective Date”), by Adam
Miller (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), (c) and (d) of Section 3.3.2 of the Severance Agreement
by and between the Corporation and the Executive (the “Severance
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
Severance 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.


    
      
        
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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 to consult 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.

            


    

     

    
      
        
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              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 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:

    


    


                                                                                   _______________________

                                                                                   Adam
Miller

     

    
      
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