EX-10.42






EXHIBIT 10.42




EMPLOYMENT AGREEMENT FOR THOMAS L. TRAN,

AMENDMENT NO. 1




               This Amendment No. 1 to the Employment Agreement for THOMAS L. TRAN (“Amendment No. 1”) is
made, effective as of March 10, 2009, by and among WELLCARE HEALTH PLANS, INC., a Delaware
corporation (“WellCare”), COMPREHENSIVE HEALTH MANAGEMENT, INC., a Florida corporation (the
“Corporation”), and THOMAS L. TRAN, an individual (“Executive”), with respect to the following
facts and circumstances:



RECITALS




          WHEREAS, Executive, WellCare and the Corporation previously entered into an Employment
Agreement on July 17, 2008, (the “Employment Agreement”); and




          WHEREAS, Executive, WellCare and the Corporation desire to amend the Employment Agreement
regarding the payment of incentive awards.




Agreement:




          NOW, THEREFORE, in consideration of the agreements contained herein and of such other good and
valuable consideration, the sufficiency of which Executive acknowledges, WellCare, the Corporation
and Executive, intending to be legally bound, agree as follows:




               1. The first sentence of Section 2.3.2 of the Employment Agreement is hereby amended to read
as follows:




In addition to the Restricted Stock and the Option, 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, and a cash bonus award for 2008
performance under and subject to the terms of the WellCare Health Plans, Inc. 2009 Long Term
Cash Bonus Plan, each based upon Executive’s achievement of performance objectives set by the
Compensation Committee or the Board after consultation with Executive, with an annual equity
compensation award target of one hundred fifty percent (150%) of Executive’s annual salary for
such fiscal year (with a minimum guaranteed annual equity compensation award in 2009 of
seventy-five percent (75%) of Executive’s annual salary for 2008 and a minimum guaranteed annual
cash bonus award under the WellCare Health Plans, Inc. 2009 Long Term Cash Bonus Plan in 2009 of
seventy-five percent (75%) of Executive’s annual salary for 2008, each prorated for the portion
of the year employed). 



               2. The provisions of this Amendment No. 1 may be amended and waived only with the prior
written consent of the parties hereto. This Amendment No. 1 may be executed and delivered in one
or more counterparts, each of which shall be deemed an original and together shall constitute one
and the same instrument.



               3. Except as set forth in this Amendment No. 1, the Employment Agreement shall remain
unchanged and shall continue in full force and effect.



 









 





          IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 1 on the
date first written above.




	 	 	 	 	 	 	 
	 	 	WELLCARE	 	 
	 
	 	 	 	 	 	 
	 	 	WELLCARE HEALTH PLANS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser	 	 
	 	 	Title: President & CEO	 	 
	 
	 	 	 	 	 	 
	 	 	CORPORATION	 	 
	 
	 	 	 	 	 	 
	 	 	COMPREHENSIVE HEALTH MANAGEMENT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser	 	 
	 	 	Title: President & CEO	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Thomas L. Tran	 	 
	 	 	 	 	 
	 	 	THOMAS L. TRAN	 	 






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