Exhibit 10.5


 


March 7, 2008


 


John Wardle


74 Caswell Street


Narragansett, RI 02822


 


Dear
John:


 


This
letter will confirm the terms of your offer of employment with Universal
American Corp.  (the “Company”) and/or its
subsidiaries. It is anticipated that your first day of employment with the
Company will be Monday, March 10, 2008.  Such terms are as follows:


 


1.  Position and Responsibilities.  You will serve in the position of Senior Vice President, Part D for Universal
American.  You will report jointly to Charles Hallberg, CEO, MemberHealth and 
Gary W. Bryant, EVP & Chief Operating Office or
other person as may be designated by the Company, and assume and discharge such
responsibilities as are commensurate with such position as your manager may
direct.  During your employment with the
Company, you shall devote your full-time attention to your duties and
responsibilities and shall perform them faithfully, diligently and
completely.  In addition, you shall
comply with and be bound by the operating policies, procedures and practices of
the Company including, without limitation, the Code of Conduct, in effect from
time to time during your employment. You acknowledge that you shall be required
to travel in connection with the performance of your duties.


 


2.
Compensation.


 


a)     In consideration of your services, you will be paid a rate of $300,000 annually, payable in accordance with the Company’s
prevailing payroll practices. In the event the Company requests you to relocate
the Rye Brook, NY area, the base salary will be adjusted for Cost of Living in
that area compared to the Providence, RI area as established by the Company.


 


b)    You will be eligible to receive a target bonus of up to 50% of your
annual base salary, the amount of which to be determined at the Company’s sole
discretion.  Annual target bonus payouts
are based on both individual and Company performance, and will be paid in
accordance with the Company’s bonus distribution schedule.


 


3.
Work Location & Relocation.  
It is hereby understood that you will be working from Rhode Island and
traveling to multiple locations including but not limited to Lake Mary, Fl.;
Rye Brook, NY; Cleveland, OH; and Houston, TX.  
When not on the road, you will be working from home. Universal American
will cover reasonable commuting expenses between home city and work location.


 


If
requested by the Company to relocate to either Lake Mary, FL or Rye Brook, NY,
you must relocate within nine months of the request and Universal American will
pay for a standard Officer-level relocation package.  Relocation will include appropriate gross-ups
for regular taxes.  Company shall provide
temporary living arrangements during such period.  To assist you with your relocation, you will
be eligible for relocation assistance under the Universal American policy in
place at that time. The details on the relocation benefits will be provided to
you at the time of the request.  Your
eligibility will be contingent upon acceptance of the Universal American
Relocation Agreement.


 


4.
Other Benefits.  You will be
entitled to receive the standard employee benefits made available by the
Company to its employees to the full extent of your eligibility.  You shall be entitled to 15 paid vacation days per year
consistent with the Company’s vacation policy. 
During your employment, you shall be permitted, to the extent eligible,
to participate in any group medical, dental, life insurance and disability
insurance plans, or similar benefit plan of the Company that is available to
employees generally.  Participation in
any such plan shall be consistent with your rate of compensation to the extent
that compensation is a determinative factor with respect to coverage under any
such plan.  You have 30 days from your
date of hire to complete your Benefits enrollment forms and forward them to the
appropriate location indicated with your new hire packet. Benefits eligibility
begins on the first day of the month following 30 days of service with the
Company. The Company shall reimburse you for all reasonable expenses actually incurred
or paid by you in the performance of your services on behalf of the Company,
upon prior authorization and approval in accordance with the Company’s expense
reimbursement policy as from time to time in effect.


 


5.
Equity Compensation.  Subject
to the approval of the Compensation Committee or the Board of Directors, and
under the terms and conditions of the Universal American 1998 Incentive
Compensation Plan, including the vesting provisions contained therein, you will
be granted on the later of your first day of employment and the date such grant
is approved by the Compensation Committee or the Board of Directors, 7,500
shares of restricted stock (the “Restricted Stock”) and 15,000 options (the “Options”)
with an exercise price equal to the closing price on the first day of your
employment the date of grant. The Restricted Stock and Options shall vest and
cease to be subject to forfeiture, subject to your continued employment on the
applicable dates, as follows:  25% of the grant on each of the first, second,
third and fourth anniversaries of the date of grant (full vesting occurring on
the fourth anniversary of the date of grant).


 


As
a Tier 2 Officer, you will be entitled to participate in the equity grants made
from time to time by the Company, at a level commensurate with your position in
the company, but subject to the discretion of the Company as to your individual
participation.


 


6.  Conflicting Employment.  You agree that, during your employment with
the Company, you will not engage in any other employment, occupation,
consulting or other business activity directly related to the business in which
the Company is now involved or becomes involved during your employment, nor
will you engage in any other activities that conflict with your obligations to
the Company.


 


7.
At-Will Employment.  You
acknowledge that your employment with the Company is for an unspecified
duration that constitutes at-will employment, and that either you or the
Company can terminate this relationship at any time, with or without cause and
with or without notice.


 

















 


8.
Termination.  Notwithstanding any
other provision of this Agreement:


 


(a) 
By the Company for Cause or Resignation by you without Good Reason.


 


(i) 
Your employment may be terminated by the Company for Cause (as defined below)
or you by resignation without Good Reason (as defined in Section 8(c)).


 


(ii) 
For purposes of this Agreement, “Cause” shall mean (A) your willful and
continued failure to substantially perform the duties of his position or breach
of material terms of his Agreement, after notice (specifying the details of
such alleged failure) and a reasonable opportunity to cure; (B) any
willful act or omission which is demonstrably and materially injurious to the
Company or any of its subsidiaries or affiliates; or (C) conviction or
plea of nolo contendere to a felony or other
crime of moral turpitude. No act or failure to act will be deemed “willful” (X) unless
effected without a reasonable belief that such action or failure to act was in
or not opposed to the Company’s best interest; or (Y) if it results from
any physical or mental incapacity.


 


(iii) 
If your employment is terminated by the Company for Cause, or if you resign
without Good Reason, you will be entitled to receive (A) any accrued but
unpaid Base Salary through the date of termination, (B) the opportunity to
exercise vested stock options for 90 days following such termination and (C) such
compensation and Employee Benefits, if any, as to which you may be entitled
under the employee compensation and benefit plans of the Company and any other
long-term incentive or equity program. Following such termination of your
employment by the Company for Cause or your resignation without Good Reason,
except as set forth in this Section, you shall have no further rights to any
compensation or any other benefits under this Agreement.


 


(b) 
Disability or Death.


 


(i) Your
employment will terminate (A) upon his death and (B) if you become
physically or mentally incapacitated for a period of indefinite duration and is
therefore unable for a period of six (6) consecutive months or for an
aggregate of eight (8) months in any twelve (12) consecutive month period
to perform his duties (such incapacity is hereinafter referred to as “Disability”).
Any question as to the existence of your disability to which Executive and the
Company cannot agree shall be determined in writing by a qualified independent
physician mutually acceptable to you and the Company. If you and the Company
cannot agree as to a qualified independent physician, each shall appoint such a
physician and those two physicians shall select a third who shall make such
determination in writing.


 


(ii) 
Upon termination of your employment hereunder for death or Disability,
Executive or his estate (as the case may be) shall be entitled to receive (A) any
accrued but unpaid Base Salary through the end of the month in which such
termination occurs, (B) a pro rata portion of any Bonus that you would
have been entitled to receive pursuant to Section 2(b) above in such
year based upon the percentage of the calendar year that shall have elapsed
through the date of your termination of employment, payable when such Bonus
would have otherwise been payable had the your employment not terminated, (C) the
opportunity to exercise vested stock options and your stock options scheduled
to vest during the year following such termination for one year following such
termination, (D) a pro rata portion of any long term incentive granted to
you and (E) such compensation and Employee Benefits, if any, as to which
you may be entitled under the employee compensation and benefit plans and
arrangements of the Company. Following such termination of your employment due
to death or Disability, except as set forth in this Section, you will have no further
rights to any compensation or any other benefits under this Agreement.


 


(c) 
By the Company without Cause or Resignation by Executive for Good Reason.


 


(i) 
Your employment hereunder may be terminated by the Company without Cause or by
your resignation for Good Reason.


 


(ii) 
For purposes of this Agreement, “Good Reason” shall mean:


 


(A) 
assignment of your duties materially inconsistent with your status as the
Company’s SVP, Part D;


 


(B) 
any reduction in your Base Salary;


 


(C) 
any material breach of the Agreement by the Company; or


 


(D) 
failure of any successor to all or substantially all of the business of the
Company to assume the Agreement.


 


(iii) 
If your employment is terminated by the Company without Cause (other than by
reason of death or Disability) or if you resign for Good Reason, you will be
entitled to receive (v) within 30 business days after such termination,
any accrued but unpaid Base Salary through the date of termination, (w) within
30 business days after such termination, unpaid Bonus for the fiscal year prior
to termination, (x) within 30 business days after such termination, a lump
sum payment equal to your Base Salary, (y) continued coverage under the
Company’s welfare benefit plans available to senior executives for a period of
12 months or comparable coverage for such period and (z) such vested
compensation and Employee Benefits, if any, as to which you may be entitled
under the employee compensation and benefit plans and arrangements of the
Company.


 


(iv) 
If your employment is terminated by the Company without Cause (other than by
reason of death or Disability) or if Executive resigns for Good Reason within
12 months after a Change in Control (as defined below), provided that at such
time you shall have been employed by the Company for six months, you will be
entitled to receive, in addition to your entitlements in (iii) above (x) within
30 business days after such termination, an additional lump sum payment equal
to one-half the Executive’s Base Salary and (y) continued coverage under
the Company welfare benefit plans available to senior executives for an
additional 6 month period and (z) the value of full vesting of the
unvested portion


 


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of
your account balance under the Company’s 401(k) plan.


 


(v) 
For purposes of this Agreement, “Change in Control” shall mean:


 


(A) 
any Person (as defined in Section 3(a)(9) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and as used in Sections 13(d) and
14(d), and shall include a “group” as defined in Section 13(d)) (other
than the Company, any trustee or other fiduciary holding securities under any
employee benefit plan of the Company, or any company owned, directly or
indirectly, by the stockholders of the Company immediately prior to the
occurrence with respect to which the evaluation is being made in substantially
the same proportions as their ownership of the common stock of the Company
immediately prior to the occurrence with respect to which the evaluation is
being made) becomes the Beneficial Owner (as defined in Rule 13d-3 of the
Exchange Act) (except that a Person shall be deemed to be the Beneficial Owner
of all shares that any such Person has the right to acquire pursuant to any
agreement or arrangement or upon exercise of conversion rights, warrants or
options or otherwise, without regard to the sixty day period referred to in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
or any Significant Subsidiary (as defined below), representing 40% or more of
the combined voting power of the Company’s or such Significant Subsidiary’s
then-outstanding securities and is the largest shareholder of the Company;


 


(B) 
during any period of two consecutive years, individuals who at the beginning of
such period constitute the Board, and any new director (other than a director
designated by a Person who has entered into an agreement with the Company to
effect a transaction described in clause (i), (iii), or (iv) of this
paragraph) whose election by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
the two-year period or whose election or nomination for election was previously
so approved but excluding for this purpose any such new director whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of an individual, corporation, or
partnership, group, associate or other entity or Person other than the Board
(the “Continuing Directors”), cease for any reason to constitute at least a
majority of the Board;


 


(C) 
the consummation of a merger or consolidation of the Company or any subsidiary
owning directly or indirectly all or substantially all of the consolidated
assets of the Company (a “Significant Subsidiary”) with any other entity, other
than a merger or consolidation which would result in the voting securities of
the Company or a Significant Subsidiary outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving or resulting entity) more than 50% of
the combined voting power of the surviving or resulting entity outstanding
immediately after such merger or consolidation;


 


(D) 
the Company disposes of all or substantially all of the consolidated assets of
the Company (other than such a sale or disposition immediately after which such
assets will be owned directly or indirectly by the shareholders of the Company
in substantially the same proportions as their ownership of the common stock of
the Company immediately prior to such sale or disposition) in which case the
Board shall determine the effective date of the Change in Control resulting
there from.


 


(d) 
Notice of Termination. Any purported termination of employment by the
Company or by you (other than due to your death) shall be communicated by
written Notice of Termination to the other party.  For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of employment under the provision so indicated.


 


9.
Prior Employment.  You represent that you have delivered to the
Company an accurate and complete copy of any and all agreements with any prior
employer to which you continue to be subject. You represent that the execution
by you of this Agreement and the performance by you of your obligations will
not conflict with, or result in a violation or breach of, any other agreement
or arrangement, including, without limitation any employment, consulting or
non-competition agreement.  You hereby
agree to abide by the limitations on your conduct as set forth in any Agreement
between you and your prior employer.  In
your work for the Company, you will be expected not to use or disclose any
confidential information, including trade secrets, of any former employer or
other person to whom you have an obligation of confidentiality. Rather, you
will be expected to use only that information which is generally known and used
by persons with training and experience comparable to your own, which is common
knowledge in the industry or otherwise legally in the public domain, or which
is otherwise provided or developed by the Company. During our discussions about
your proposed job duties, you assured us that you would be able to perform
those duties within the guidelines just described.


 


You
agree you will not bring onto Company premises any unpublished documents or
property belonging to any former employer or other person to whom you have any
obligation of confidentiality.


 


10.  Non Competition.  You
acknowledge and recognize the highly competitive nature of the businesses of
the Company and its subsidiaries and accordingly agree as follows:


 


(i) 
During the Employment Term and for a period of one year following your
termination of employment, unless such termination occurs within 12 months
after a Change in Control (the “Restricted Period”), you will not, (A) engage
in any business that is in Competition with the business of the Company or its
subsidiaries (including, without limitation, businesses which the Company or
its subsidiaries have specific plans to conduct in the future and as to which
you are aware of such planning), (B) render any services, as an employee
or otherwise, to any business in Competition with the business of the Company
or its subsidiaries, (C) acquire a financial interest in any person
engaged in any business that is in Competition with the business of the Company
or its subsidiaries, as an individual, partner, shareholder, officer, director,
principal, agent, trustee or consultant, or (D) interfere with business
relationships (whether formed before or after the date of this Agreement)
between the Company or any of its subsidiaries and their customers and
suppliers. For purposes of this Section 9, a business shall be deemed to
be in “Competition” with the business of the Company or its subsidiaries if
such business substantially involves (x) the provision of any services or
financial products provided by the Company or its subsidiaries as a material
part of the business of the Company or subsidiary or (ii) the purchase or
sale of any property (other than securities purchased for investment) purchased
or sold by


 


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the
Company or subsidiary as a material part of the business of the Company or one
of its subsidiaries. For the avoidance of doubt, Executive shall not be
prohibited from rendering any services to any company (even if such company is
engaged in a business which is in Competition with the business of the Company
or any of its subsidiaries) if such services relate to a business of such
company that is not in Competition with the business of the Company or any of
its subsidiaries. For purposes of this Agreement, “subsidiary” means any person
or entity that directly or indirectly, through one or more intermediaries, is
controlled by the Company.


 


(ii) 
Notwithstanding anything to the contrary in this Agreement, you may, directly
or indirectly, own securities of any person engaged in the business of the
Company or its affiliates which are publicly traded on a national or regional
stock exchange or on the over-the-counter market if you (A) are not a
controlling person of, or a member of a group which controls, such person and (B) do
not, directly or indirectly, own 3% or more of any class of securities of such
person.


 


(iii) 
During the Restricted Period, you will not, directly or indirectly, solicit or
encourage any employee of the Company or its subsidiaries to leave the
employment of the Company or its subsidiaries.


 


It
is expressly understood and agreed that although you and the Company consider
the restrictions contained in this Section 9 to be reasonable, if a final
judicial determination is made by a court of competent jurisdiction that the
time or territory or any other restriction contained in this Agreement is an
unenforceable restriction against Executive, the provisions of this Agreement
shall not be rendered void but shall be deemed amended to apply as to such
maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable. Alternatively, if any court
of competent jurisdiction finds that any restriction contained in this
Agreement is unenforceable, and such restriction cannot be amended so as to
make it enforceable, such finding shall not affect the enforceability of any of
the other restrictions contained herein.


 


11.  General Provisions.


 


Your
employment is contingent upon successful completion of a background and
reference check.  We would caution you
not to resign any current employment until you have received notification of
successful completion of both.


 


We
are required by law to confirm your eligibility for employment in the United
States.  Thus, you will be asked to
provide proof of your identity and eligibility to work in the U.S. on your
start date.


 


This
offer letter and the terms of your employment will be governed by the laws of
New York, applicable to agreements made and to be performed entirely within
such state.


 


This
offer letter sets forth the entire agreement and understanding between the
Company and you relating to your employment and supersedes all prior verbal
discussions between us.


 


This
agreement will be binding upon your heirs, executors, administrators and other
legal representatives and will be for the benefit of the Company and its
respective successors and assigns.


 


All
payments pursuant to this letter will be subject to applicable withholding
taxes.


 


Please
acknowledge and confirm your acceptance of this letter by, signing and
returning one copy of this offer letter in its entirety to me, no later than
Friday, March 7, 2008.  Your new
hire packet will provide you with further instructions for additional required
paperwork.  We look forward to a mutually
rewarding working arrangement.


 


 


	
  By

  	
   

  	
   

  
	
  Jeffrey Robinson

  	
   

  
	
  Senior Vice President, Human Resources

  	
   

  



 


OFFER
ACCEPTANCE:


 


I
accept the terms of my employment with Universal American  as
set forth herein.  I understand that this
offer letter does not constitute a contract of employment for any specified
period of time, and that either party, with or without cause and with or
without notice, may terminate my employment relationship.


 


Date:    /    /     


John Wardle


 


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