ltcashbonusplan.htm


    
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8-K
 

      Exhibit 10.1


      WELLCARE
HEALTH PLANS, INC.

      2009
LONG TERM CASH BONUS PLAN

      


      Purpose.  WellCare
Health Plans, Inc. (the “Company”) wishes to provide under this 2009 Long Term
Cash Bonus Plan (this “Plan”), made as of February 23, 2009, a one-time bonus to
certain individuals in recognition of their prior contributions and as an
incentive for such individuals to continue to provide services to the
Company.

      


      Bonus.  Those
individuals who are selected to receive a one-time bonus provided under this
Plan (each, a “Participant”) will receive a 2009 Confirmation Summary Statement
from the Company that specifies the amount the Company will pay to the
Participant (the “Bonus”) in accordance with the following:

      


      (a)           Participants
who are employed by the Company or an Affiliate on September 1, 2010 will
receive 50% of their Bonus within 30 days of September 1, 2010 (the “2010
Payment”).  Participants who (i) voluntarily terminate their
employment prior to September 1, 2010 or (ii) are terminated by the Company or
an Affiliate (A) for any reason (including, but not limited to, a reduction in
force or a position elimination) prior to a Change in Control or (B) for Cause
following a Change in Control will not be eligible to receive the 2010
Payment.

      


      (b)           Participants
who are employed by the Company or an Affiliate on September 1, 2011 will
receive 50% of their Bonus within 30 days of September 1, 2011 (the “2011
Payment”). Participants who (i) voluntarily terminate their employment prior to
September 1, 2011 or (ii) are terminated by the Company or an Affiliate (A) for
any reason (including, but not limited to, a reduction in force or a position
elimination) prior to a Change in Control or (B) for Cause following a Change in
Control will not be eligible to receive the 2011 Payment.

      


      (c)           Participants
who are terminated by the Company or an Affiliate without Cause within 12 months
following a Change in Control will receive any unpaid portion of their Bonus
within 30 days of the date of termination.

      


      (d)           Participants
on a leave of absence on September 1, 2010 or September 1, 2011 and return to
active employment following the leave of absence will receive their 2010 Payment
or 2011 Payment, as applicable, within 30 days following such Participant’s
return to active employment.

      


      (e)           Participants
who are re-hired are not eligible to participate in this Plan following the date
of re-hire.

      


      Definition of
“Affiliate.”  For purposes of the Plan, “Affiliate” shall mean
with respect to the Company, any company or other trade or business that
controls, is controlled by or is under common control with the Company within
the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as now
in effect or as hereafter amended, including, without limitation, any
subsidiary.

      


      Definition of “Change in
Control.”  For purposes of the Plan, “Change in Control” shall
mean the occurrence of one of the following events:

       

             
 (a)           if
any “person” or “group,” as those terms are used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)


      or any
successors thereto, other than any employee benefit plan of the Company or any
subsidiary, or a trustee or other administrator or fiduciary holding securities
under an employee benefit plan of the Company or any subsidiary (each, an
“Exempt Person”), is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing more than 50% of either the then outstanding shares or the combined
voting power of the then outstanding securities of the Company;
or


      
        
           


        

        
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      (b)           during
any period of two consecutive years, individuals who at the beginning of such
period constitute the Board of Directors (the “Board”) of the Company and any
new directors whose election by the Board or nomination for election by the
Company’s stockholders was approved by at least two-thirds of the directors then
still in office who either were directors at the beginning of the period or
whose election was previously so approved, cease for any reason to constitute a
majority thereof; or

      


      (c)           the
consummation of a merger or consolidation of the Company with any other
corporation or other entity, other than a merger or consolidation which would
result in all or a portion of the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation; or

      


      (d)           the
consummation of a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or substantially all the
Company’s assets, other than a sale to an Exempt Person.

      


      Definition of
“Cause.”  For purposes of this Plan, with respect to any
Participant, “Cause” shall have the same meaning as the term “cause” or “for
cause” in any employment agreement between the Participant and the Company or
any Affiliate, or in the absence of such an agreement that contains such a
defined term, shall mean the occurrence of one or more of the following
events:

      


      (a)           conviction
of any felony or any crime or offense lesser than a felony involving the
property of the Company or an Affiliate; or

      


      (b)           deliberate
or reckless conduct that has caused demonstrable and serious injury to the
Company or an Affiliate, monetary or otherwise, or any other serious misconduct
of such a nature that the Participant’s continued relationship with the Company
or an Affiliate may reasonably be expected to adversely affect the business or
properties of the Company or an Affiliate; or

      


      (c)           willful
refusal to perform or reckless disregard of duties properly assigned, as
determined by the Company; or

      


      (d)           breach
of duty of loyalty to the Company or an Affiliate or other act of fraud or
dishonesty with respect to the Company or an Affiliate.

      


      Any good faith determination of “Cause”
made by the Compensation Committee (“Compensation Committee”) of the Board shall
be binding and conclusive on all interested parties.

      


      Administration.  The
Compensation Committee is responsible for the general operation and
administration of the Plan and for carrying out the provisions thereof and has
full discretion in designating Participants and interpreting and administering
the provisions of the Plan in a manner consistent with the Plan’s
intent.  The Compensation Committee from time to time may delegate its
powers and authorities related to the operation and administration of the Plan
to one or more officers or other members of management of the
Company.


      
        
           


        

        
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      Effect on Other
Plans.  The accrual or payment of the amounts under this Plan
shall not affect the Participant’s participation under any other
plan.

      


      Nontransferability.  Neither
the Participant nor his or her beneficiaries nor anyone claiming an interest
through him shall have any right to assign, pledge, or otherwise transfer the
right to receive a payment under this Plan.  Any rights to such
payments are expressly declared to be nonassignable and
nontransferable.  Unless the law requires otherwise, no unpaid amounts
shall be subject to attachment, alienation, garnishment, or execution, or be
transferable if the Participant becomes bankrupt or insolvent, for the
satisfaction of the debts of, or other obligations or claims against, the
Participant or his beneficiaries, or any person or entity claiming an interest
through him or them, including claims for alimony, support, or separate
maintenance.

      


      Plan
Amendments.  The Compensation Committee may amend or terminate
the Plan at any time, without the consent of the Participants; provided, however, that no
amendment will deprive any Participant of any benefits set forth in the Plan
that were earned before any such amendment or termination.

      


      Plan
Termination.  The Plan will terminate after all payments of
Bonuses have been paid, which will be as soon as practicable after September 1,
2011.

      


      No Employment
Contract.  Nothing contained in his Plan constitutes an
employment contract between the Company or any Affiliate and any
Participant.  The Plan does not give any Participant any right to be
retained in the Company’s or any Affiliate’s employ, nor does it enlarge or
diminish the Company’s right to terminate any Participant’s
employment.

      


      Unfunded;
unsecured.  This Plan will at all times be entirely unfunded
and no provisions will at any time be made with respect to segregating assets of
any entity for payment of any benefits hereunder.  Any assets set
aside or earmarked for the payment of benefits hereunder shall belong
exclusively to the Company.  As to any claim for any unpaid amounts
under this Plan, a Participant or any other person having a claim for payment
shall have no rights greater than the rights of an unsecured general creditor of
the Company.

      


      Repayment of
Bonus.  If it is ever determined by the Board, in its sole and
absolute discretion, that actions by a Participant that were taken prior to
January 1, 2012 or that relate to periods ending prior to January 1, 2012 have
constituted: (a) wrongdoing that contributed to (i) any material misstatement or
omission from any report or statement filed by the Company with the U.S.
Securities and Exchange Commission or (ii) any statement, certification, cost
report, claim for payment, or other filing made under Medicare or Medicaid that
was false, fraudulent, or for an item or service not provided as claimed; (b)
gross misconduct; (c) breach of fiduciary duty to the Company or an Affiliate;
or (d) fraud, then the Participant’s participation in this Plan shall be
immediately terminated and the Participant shall be required to pay to the
Company an amount equal to any payments the Participant has received pursuant to
this Plan.

       

      
        
           


        

        
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                      Tax
Withholding; Code Section 409A.  The Company or an Affiliate
will withhold from any payments under this Plan any amount required to satisfy
its income and employment tax withholding obligations under federal, state and
local law.  This Plan is intended to comply with, or be exempt from,
the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code
of 1986, as amended, and must be interpreted consistently
therewith.  In the event that any of the payments to be made
pursuant

      to this
Plan upon termination of employment is “deferred compensation” within the
meaning of Section 409A, such payments will be delayed for six months and one
day if the Participant is a “specified employee” for Section 409A
purposes.

      


      Applicable Law.  The
laws of the State of Delaware govern this Plan and its
interpretation.

      


      


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