LEAVE.
COMMENCING ON THE EFFECTIVE DATE AND CONTINUING THROUGH
SEPTEMBER 11, 2009, EXECUTIVE SHALL RECEIVE OTHER EXPENSE REIMBURSEMENTS OF
$4,600 PER MONTH (PRORATED FOR THE PARTIAL MONTH OF SEPTEMBER 2009) FOR EXPENSES
INCURRED IN CONNECTION WITH HIS EMPLOYMENT WITH THE CORPORATION.
3.3
INDEMNIFICATION.
WELLCARE, THE CORPORATION AND EXECUTIVE HAVE
ENTERED INTO AN INDEMNIFICATION AGREEMENT (THE "INDEMNIFICATION AGREEMENT")
PROVIDING, AMONG OTHER THINGS, FOR INDEMNIFICATION OF EXECUTIVE TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW.
THE INDEMNIFICATION AGREEMENT WILL CONTINUE
IN EFFECT IN ACCORDANCE WITH ITS TERMS.
3.4
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.
3.5
ADDITIONAL PAYMENTS.
SO LONG AS EXECUTIVE REMAINS EMPLOYED BY THE
CORPORATION THROUGH DECEMBER 31, 2009, HE SHALL BE PAID BY THE CORPORATION AN
AMOUNT EQUAL TO THE SUM OF (I) $500,000, AND (II) THE HIGHER OF (X) HIS ANNUAL
BONUS FOR CALENDAR YEAR 2008 OR (Y) HIS ANNUAL BONUS FOR CALENDAR YEAR 2009.
THE AMOUNT SET FORTH IN CLAUSE (I) OF THIS SECTION 3.5 SHALL BE PAID TO
EXECUTIVE IN CASH ON DECEMBER 31, 2009, AND THE AMOUNT SET FORTH IN CLAUSE
(II) OF THIS SECTION 3.5 SHALL BE PAID TO EXECUTIVE IN CASH WITHIN THIRTY (30)
DAYS AFTER THE DELIVERY OF AUDITED FINANCIAL STATEMENTS BY THE CORPORATION'S
OUTSIDE AUDITING FIRM, PROVIDED THAT SUCH CLAUSE (II) AMOUNT SHALL, IN ALL
EVENTS, BE PAID TO EXECUTIVE BY NO LATER THAN MARCH 15, 2010.
4
ARTICLE 4
TERMINATION
4.1
GROUNDS FOR TERMINATION.
4.1.1
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 TO EFFECTIVELY
CARRY OUT HIS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT OR UNABLE TO
EFFECTIVELY AND ACTIVELY PARTICIPATE IN THE MANAGEMENT OF WELLCARE AND THE
CORPORATION FOR A PERIOD OF 90 CONSECUTIVE DAYS OR FOR SHORTER PERIODS
AGGREGATING TO 120 DAYS (WHETHER OR NOT CONSECUTIVE) DURING ANY CONSECUTIVE 12
MONTHS OF THE TERM.
4.1.2
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 WELLCARE OR 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 WELLCARE OR THE
CORPORATION.
(C)
EXECUTIVE'S CONVICTION OF, OR PLEADING
GUILTY OR NOLO CONTENDERE TO, A