TAMPA, FLORIDA.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE NATURE OF THE CORPORATION'S BUSINESS
WILL REQUIRE TRAVEL FROM TIME TO TIME.
CORPORATION WILL PAY OR REIMBURSE
EXECUTIVE FOR ALL REASONABLE EXPENSES INCURRED IN TRAVELING IN CONNECTION WITH
HIS EMPLOYMENT HEREUNDER.
ARTICLE 2
COMPENSATION
2.1
SALARY.
IN CONSIDERATION FOR EXECUTIVE'S SERVICES HEREUNDER, THE
CORPORATION SHALL PAY EXECUTIVE A BASE SALARY AT THE RATE OF NOT LESS THAN
$41,667 PER MONTH DURING 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).
2.2
BONUS.
EXECUTIVE SHALL BE ENTITLED TO EARN A BONUS WITH RESPECT
TO CALENDAR YEAR 2009, BASED UPON ACHIEVEMENT OF THE PERFORMANCE OBJECTIVES
AGREED TO BY THE CORPORATION AND EXECUTIVE.
THE TARGETED BONUS SHALL BE FIFTY
PERCENT (50%) OF EXECUTIVE'S ANNUAL BASE SALARY FOR SUCH YEAR.
ANY SUCH BONUS
EARNED BY EXECUTIVE SHALL BE PAID IN CASH WITHIN THIRTY (30) DAYS AFTER THE
DELIVERY OF AUDITED FINANCIAL STATEMENTS BY THE CORPORATION'S OUTSIDE AUDITING
FIRM; PROVIDED, HOWEVER, THAT THE BONUS SHALL, IN ALL EVENTS, BE PAID TO
EXECUTIVE BY NO LATER THAN MARCH 15, 2010.
EXECUTIVE MAY ALSO RECEIVE SPECIAL
BONUSES IN ADDITION TO HIS ANNUAL BONUS ELIGIBILITY AT THE DISCRETION OF THE
COMMITTEE.
2.3
[INTENTIONALLY OMITTED]
2.4
DEFINITION OF CHANGE OF CONTROL.
2.4.1
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 IN
SECTION 2.4.4) 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;
2
(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 (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