susaninemployagmt.htm


    Back to Form 10-Q

    Exhibit
10.25


    AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

    


    This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of June
3, 2009 (the “Effective
Date”), by and among WELLCARE HEALTH PLANS, INC., a Delaware corporation
(“WellCare”),
COMPREHENSIVE HEALTH MANAGEMENT, INC., a Florida corporation (the “Corporation”), and Timothy S.
Susanin, an individual (“Executive”), with respect to
the following facts and circumstances:

     

    RECITALS

     

    WHEREAS,
WellCare, the Corporation and Executive entered into an Employment Agreement
dated as of October 2, 2008 (the “Existing Agreement”) pursuant to which
Executive is serving as Vice President and Chief Counsel – Dispute Management of
the Corporation;

     

    WHEREAS,
WellCare, the Corporation and Executive wish to amend and restate the Employment
Agreement, as set forth herein, effective June 3, 2009, to provide that
Executive will cease to serve as Vice President and Chief Counsel – Dispute
Management of the Corporation on such effective date and instead will thereafter
serve as Senior Vice President and General Counsel of WellCare and the
Corporation on the terms and conditions set forth herein.

     

    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 shall hereby employ Executive as Senior Vice President and General
Counsel of the Corporation, upon the terms and conditions set forth in this
Agreement.  Executive shall also serve as Senior Vice President and
General Counsel of WellCare.  Executive shall report directly to the
President and Chief Executive Officer of WellCare.

     

    1.2           Term.  This
Agreement shall continue from the Effective Date until November 3, 2012 (the
“Term”),
unless earlier terminated under Article 5;
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).  Prior to the Effective Date, the Existing Agreement
shall remain in effect in accordance with its terms.

     

    1.3           Duties.  Executive
shall perform all the duties and obligations reasonably associated with the
positions of Senior Vice President and General Counsel subject to the
supervision of the President and Chief Executive Officer of WellCare, and such
other executive duties consistent with the foregoing as are mutually agreed upon
by Executive and the President and Chief Executive Officer.  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, so long as such participation does not
materially interfere with the duties and obligations of Executive
hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.4           Primary Work
Location.  Executive shall 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.  The
Corporation also shall pay Executive $4,000 per month as a temporary housing
allowance for housing in the Tampa area and $500 per month as an automobile
allowance through November 3, 2010.   During the Term, the
Corporation will pay Executive $1,800 per month for expenses incurred in
traveling between Philadelphia, Pennsylvania and Tampa, Florida.

     

    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 $385,000 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 Corporation, no less frequently than annually and may be
increased (but not decreased) from its then-existing level at the discretion of
the Corporation.

     

    2.2   Annual
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 Corporation, with a
targeted bonus of sixty percent (60%) of Executive’s annual salary for such
fiscal year (or partial fiscal year).  For 2009, the Executive’s
targeted bonus will be sixty percent (60%) of $385,000.  Any such
bonus earned by Executive shall be paid annually by March 15 of the year
following the end of the fiscal year for which a bonus has been
earned.  Executive may also receive special bonuses in additional to
his annual bonus eligibility.

     

    2.3   Incentive
Awards.  During the Term, Executive shall be entitled to earn
equity compensation awards granted under and subject to the terms of the
WellCare Health Plans, Inc. 2004 Equity Incentive Plan, or a successor thereto,
based upon Executive’s achievement of performance objectives set by the
compensation committee of the Board of Directors of the Corporation (the “Compensation Committee”) or
the Board of Directors of the Corporation (the “Corporation Board”) after consultation
with Executive.  The number of options, shares of restricted stock or other
equity awards granted will be based on the standard valuation methodologies used
by WellCare under FAS 123(R) and applicable internal policies.  The exact
terms of any future awards, as well as the determination as to whether or not
future awards will be granted, remains in the sole and absolute discretion of
the Compensation Committee or the Corporation Board, subject to the terms of the
Plan.  Until such time as the Compensation Committee or the Corporation
Board approves a future award, Executive is not entitled by this Agreement or
otherwise to receive any such award.  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
3

     

    EXECUTIVE
BENEFITS

     

    3.1   Vacation.  Executive
shall be entitled to vacation each calendar year in accordance with the general
policies of the Corporation applicable generally to other senior executives of
the Corporation.  Unused vacation shall carry over in accordance with
the general policies of the Corporation.

     

    3.2   Executive
Benefits.  Executive shall receive all group insurance and
pension plan benefits and any other benefits on the same basis as are available
to other senior executives 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 life, health and disability insurance
coverage and paid sick leave.

     

    3.3   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.  Any reimbursement under this Section 3.3 that is taxable to
Executive shall be made by December 31 of the calendar year following the
calendar year in which Executive incurred the expense.

     

    ARTICLE
4

     

    INDEMNIFICATION

     

    WellCare,
the Corporation and Executive have heretofore entered into a separate
indemnification agreement (the “Indemnification
Agreement”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                                                                                         

    ARTICLE
5

     

    TERMINATION

    5.1   Grounds for
Termination.

     

    5.1.1    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 effectively to carry
out his duties and obligations under this Agreement or unable to participate
effectively and actively in the management of WellCare and the Corporation for a
period of ninety (90) consecutive days or for shorter periods aggregating to one
hundred twenty (120) days (whether or not consecutive) during any consecutive
twelve (12) months of the Term.

     

    5.1.2    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 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 the Corporation;
    or

            


    

     

    
      	
              (c)  

            	
              Executive’s
      conviction of, or pleading 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.

            


    

     

    5.1.3    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 or Executive ceasing
      to report directly to the President and Chief Executive Officer of
      WellCare;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              a
      material diminution during the Term in Executive’s annual salary or annual
      bonus opportunity;

            


    

     

    
      	
              (c)  

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

            


    

     

    
      	
              (d)  

            	
              the
      Corporation’s or WellCare’s requiring Executive to be based at any office
      or location outside of fifty miles from Executive’s current employment,
      except for travel reasonably required in the performance of Executive’s
      responsibilities.

            


    

     

    5.1.4    Change of
Control.  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 (each as defined herein) 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, consolidation or reorganization
      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 of Directors of WellCare (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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
the terms of this Section 5.1.4, none of the foregoing events 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.

     

    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.

     

    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 purchases in 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,
reorganization, 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,
reorganization, 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.

     

    5.1.5    Opportunity to
Cure.  Notwithstanding Sections 5.1.2
and 5.1.3, 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
ninety (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.

     

    5.1.6    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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.2   Termination
Date.  Except as provided in Section 5.1.1 with respect to Executive’s death or
Disability, and subject to Section 5.1.5, any termination under Section 5.1 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”).

     

    5.3   Effect of
Termination.

     

    5.3.1    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 annual 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; provided, however, vacation pay
will not in any event be based on more than the maximum number of vacation days
that Executive may be entitled to in a single year.

     

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

     

    
      	
              (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 no later than
      the Severance Payment Deadline (as defined in Section 5.3.4),
      an amount equal to the sum of (a) Executive’s Annual Salary as in
      effect on the Termination Date and (b) the average of the two (2) highest
      bonuses earned by
      Executive for the three (3) prior years or, if Executive has not been
      employed for three (3) years, the target bonus for the year of the
      Termination Date; and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)  

            	
              for an 18
      month period beginning on the Termination Date, the Corporation shall
      reimburse Executive for the COBRA premiums above Executive’s employee
      contribution in order to provide medical, dental, vision and life
      insurance benefits to Executive and/or Executive’s family at least equal
      to those which were provided at the Termination Date; provided,
      further,
      that Executive agrees to elect COBRA coverage to the extent available
      under the Corporation’s health insurance plans.  Any payment or
      reimbursement under this Section 5.3.2(b) 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.

            


    

     

    “Annual Salary” shall mean
Executive’s highest annual salary over the 12 months prior to the Termination
Date.

     

    5.3.3    Termination Due to Death or
Disability.  In the event that Executive’s employment is
terminated due to Executive’s death or Disability the Corporation shall pay all
Accrued Obligations to Executive or Executive’s estate in a lump sum in cash
within ten (10) days after the Termination Date.

     

    5.3.4    Waiver and Release
Agreement.  In consideration of the severance payments and
other benefits described in clauses (b) and (c) of Section 5.3.2, 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 Corporation within
fifty (50) 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 within fifty (50) 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 (c) of
Section 5.3.2.  The timing of severance
payments under clause (b) of Section 5.3.2 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 ten (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 (2) taxable years
      of Executive depending on when Executive executes and delivers the
      Release, payments conditioned on execution of the Release shall be made
      within ten (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.

            


    

     

    5.4   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, 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 “separation from service” (within the
meaning of Treas. Reg. Section 1.409A-1(h)) with the Corporation, except in the
event of Executive’s death.  On the first day of the seventh month
following the date of separation from service with the Corporation, 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 (6)-month period but for this Section 5.4.  Such catch-up
payment shall bear simple interest at the prime rate of interest as published by
The Wall Street
Journal’s bank survey as of the first day of the six (6)-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.  Whenever a payment under this Agreement specifies a payment
period with reference to a number of days (e.g., “payment shall
be made within thirty (30) days after termination of employment”), the actual
date of payment within the specified period shall be within the sole discretion
of the Corporation.

     

    5.5   Additional
Payments.

     

    5.5.1    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 5.5)
(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 5.5.1,
in the event the amount of Payments 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; provided,
however,
that to the extent necessary to comply with Section 409A of the Code, the waiver
shall be performed in the order in which each dollar of value subject to a
Payment reduces the amount in excess of the Parachute Payment Limit to the
greatest extent.

     

    5.5.2    Gross-Up
Determinations.  Subject to the provisions of Section 5.5.3, below,
all determinations required to be made under this Section 5.5,
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 5.5, 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 5.5.3, 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.5.3    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 5.5.3, 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.

     

    5.5.4    Refunds.  If,
after the receipt by Executive of an amount advanced by the Corporation pursuant
to Section 5.5.3, 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 5.5.3) 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 5.5.3, 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.5.5    Timing of Gross-Up
Payment.  Subject to the foregoing provisions of this Section
5.5 that
may require earlier payment, any Gross-Up Payment shall be paid to or for the
benefit of Executive 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.

     

    5.6   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.

     

    5.7   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
6

     

    RESTRICTIVE
COVENANTS

    6.1   Confidential Information and
Trade Secrets.

     

    6.1.1    Obligation to Maintain
Confidentiality.  Executive acknowledges that, by reason of
Executive’s employment by the Corporation, Executive will have access to trade
secrets and other confidential, proprietary, and non-public information
concerning the business or affairs of WellCare, the Corporation, and their
respective subsidiaries (collectively, the “WellCare Companies”),
including but not limited to methods or systems of their operation or
management, any information regarding their financial matters, or any other
material information (including member, subscriber, and provider lists and
identifying information regarding members and subscribers) concerning the
business of the WellCare Companies, their manner of operation, or their plans or
other material data (collectively, “Confidential
Information”).  Executive acknowledges that such trade secrets
and Confidential Information are valuable and unique assets of the WellCare
Companies and covenants that, both during and after the Term, Executive shall
not disclose any trade secrets or Confidential Information to any person or
entity (except as Executive’s duties as a director, officer or executive of
WellCare and the Corporation require) without the prior written authorization of
the Board.  The obligation of confidentiality imposed by this Section
6.1 shall not apply to
trade secrets or Confidential Information that otherwise become known to the
public through no act of Executive in breach of this Agreement or which are
required to be disclosed by court order, applicable law or regulatory
requirements, nor shall it apply to Executive’s disclosure of trade secrets or
Confidential Information to his attorneys and advisors in connection with a
dispute between Executive and a WellCare Company.

     

    6.1.2    WellCare 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 Executive shall be delivered
promptly to such WellCare Company without request by it upon termination of
Executive’s employment.  For purposes of this Section 6.1.2, “Intellectual Property” shall
mean patents, copyrights, trademarks, trade dress, trade secrets, other such
rights, and any applications therefor.

     

    6.2   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 shall 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.3   Unfair
Competition.

     

    6.3.1    Scope of
Covenant.  Executive acknowledges that in the course of
employment with the Company, Executive has had
access to and gained knowledge of the trade
secrets and other Confidential Information of the WellCare Companies; has had substantial relationships with the
WellCare Companies’ customers; and has performed services of special, unique,
and extraordinary value to the WellCare Companies.  Therefore, and in
consideration of the severance payments and other benefits described in clauses
(b), (c) and (d) of Section 5.3.2, 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 that notwithstanding any termination or non-renewal
of this Agreement, during any period Executive is employed by the Corporation
and for a period of one (1) year after termination of employment, Executive shall not,
directly or indirectly, for himself or on behalf of or in conjunction with any
other person or entity, without the prior written consent of the
Board:

     

    
      	
              (a)  

            	
              work
      for, become employed by, or provide services to (whether as an employee,
      consultant, independent contractor, officer, director, or board member)
      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, where Executive’s position or service for such
      business is competitive with or otherwise similar to any of Executive’s
      positions or services for the WellCare
  Companies;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              induce
      or solicit any employee of any WellCare Company to leave the employ of
      such WellCare Company, or recruit or hire any employee or former employee
      of any WellCare Company, unless such former employee has not been employed
      by the WellCare Group for a period in excess of six (6) 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 provider, customer, or agent of any WellCare Company about whom
      Executive has gained Confidential Information or with whom Executive, by
      virtue of his/her employment with the Corporation, has established a
      relationship or had frequent contact,  for the purpose of
      soliciting or selling benefits or services similar to those benefits or
      services that the provider, customer, or agent provides to or purchases
      from the WellCare Companies; provided however, that the provisions of this
      clause (c) only apply to those persons or entities who are providers,
      customers, or agents of any WellCare Company at the time Executive ceases
      to be employed by the Corporation or who were providers, customers, or
      agents of any WellCare Company during the one-year period prior to the
      date Executive ceases to be employed by the Corporation;
  or

            


    

     

    
      	
              (d)  

            	
              induce,
      solicit, request, or advise any provider, customer, or agent of any
      WellCare Company about whom Executive has gained Confidential Information
      or with whom Executive, by virtue of his/her employment with the
      Corporation, has established a relationship or had frequent contact, to
      withdraw, curtail, or cancel its business dealings with such WellCare
      Company;

            


    

     

    provided,
however,
that nothing in this Section 6.3.1 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 Executive
from any other provisions of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.3.2    Nondisparagement.  Executive
agrees that he will not talk about or otherwise communicate to any third parties
in a malicious, disparaging, or defamatory manner regarding any WellCare
Company, and will not make or authorize to be made any written or oral statement
that may disparage or damage the reputation of the WellCare Companies or their
past or present employees, officers or other
representatives.

     

    6.3.3    Reasonableness.  It
is agreed by the parties that the foregoing covenants in this Section 6.3 impose a reasonable restraint on
Executive in light of the activities and business of the WellCare
Companies.  Executive acknowledges that the covenants in this Section
6.3 shall not prevent Executive from
earning a livelihood upon the termination of employment hereunder, but merely
prevent unfair competition with the WellCare Companies for a limited period of
time.

     

    6.3.4    Severability.  The
covenants in this Section 6.3 are severable and separate, and the
unenforceability of any specific covenant shall not affect the provisions of any
other covenant or of any other provision of this Agreement.  In the
event any court of competent jurisdiction shall determine that any provision of
this Section 6.3 is invalid, illegal, or unenforceable, 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.

     

    6.3.5    Enforcement by
the Corporation not Limited.  All of the covenants in this
Section 6.3 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.

     

    6.4   Breach of
Restrictive Covenants.  The parties agree that a breach or
violation of this Article 6 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 a temporary, preliminary, or permanent
injunction, specific performance, or other equitable relief to enforce the
obligations hereunder or prevent the violation of the obligations
hereunder.  In addition, in the event of an alleged breach or
violation by Executive of the obligations in Section 6.3, the one-year period
shall be tolled until such breach or violation has been
cured.

     

    ARTICLE
7

     

    ARBITRATION

     

    7.1   General.  Except
for an action for equitable relief that is permitted to be sought pursuant to
Section 6.4, 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 7 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.2   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.

     

    7.3   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.

     

    7.4   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, subject to the requirement that such costs, expenses and
attorneys’ fees are reasonable, as determined by the
arbitrator.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.5   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
8

     

    MISCELLANEOUS

     

    8.1   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.

     

    8.2   Entire
Agreement.  This Agreement, the Indemnification Agreement, any
agreements pertaining to restricted stock and options and any agreements
pertaining to any other equity awards granted to Executive 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. For the avoidance of doubt, this Agreement shall,
from and after the Effective Date, supersede the Existing
Agreement.

     

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

     

    8.4   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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.5   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.

     

    8.6   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 shall 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.

     

    8.7   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.

     

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

     

    8.9   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:                                                        Timothy
S. Susanin

    Address on file
with the Corporation

    
 

    
 

    To WellCare or the
Corporation:                       WellCare
Health Plans, Inc.

    8735 Henderson
Road

    Renaissance
Two

    Tampa, FL
33634

    Attn: Chief
Executive Officer

    Facsimile:  (813)
290-6210

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    8.10   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.

     

    8.11   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.

     

    8.12   Counsel.  Executive
has been advised by WellCare and the Corporation that he should consider seeking
the advice of counsel in connection with the execution of this Agreement and the
other agreements contemplated hereby 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.

     

    8.13   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.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the date first above written.

     

     

    
      	 	 	  

              WELLCARE

               

              WELLCARE
      HEALTH PLANS, INC.

            
	 	 	 
	 	 	
               
      

               

              By: /s/ Heath G.
      Schiesser                                                                                   

              Name:
      Heath G. Schiesser

              Title:
      President and Chief Executive Officer

               

               

              
                CORPORATION

                


                COMPREHENSIVE
      HEALTH MANAGEMENT, INC.

                 

                 

                By:
      /s/ Heath G.
      Schiesser                            
               
                                               

                
                  Name:
      Heath G. Schiesser

                  Title:
      President and Chief Executive Officer

                   

                   

                  
                    EXECUTIVE

                    
 

                    /s/ Timothy S.
      Susanin                                    
      

                    Timothy
      S. Susanin

                  

                

              

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    WAIVER
AND RELEASE AGREEMENT

    


               THIS
WAIVER AND RELEASE AGREEMENT (this “Release”) is entered into as
of [______________] (the “Effective Date”), by Timothy
S. Susanin (“Executive”)
in consideration of severance pay and benefits (the “Severance Payment”) provided
to Executive by Comprehensive Health Management, Inc., a Florida corporation
(the “Corporation”),
pursuant to clauses (b) and (c) of Section 5.3.2 of the Amended and Restated
Employment Agreement by and between the Corporation and Executive (the “Employment
Agreement”).

     

    1.           Waiver
and Release.  Subject to the
last sentence of the first paragraph of this Section 1, 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.

     

               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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

               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.  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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 Executive with respect
to the matters discussed in this Release Agreement, except as expressly stated
herein, and in signing this Release, 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 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:

    


                                                              



                                                                                   


                                                                                   Timothy
S. Susanin