Exhibit 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made on
June 3, 2009 by and among WELLCARE HEALTH PLANS, INC., a Delaware corporation
("WellCare"), COMPREHENSIVE HEALTH MANAGEMENT, INC., a Florida corporation (the
"Corporation"), and THOMAS F. O'NEIL III, an individual ("Executive"), with
respect to the following facts and circumstances:
RECITALS
WHEREAS, WellCare, the Corporation and Executive entered into an Employment
Agreement dated as of April 1, 2008 (the "Existing Agreement") pursuant to which
the Executive is serving as Senior Vice President, General Counsel and Secretary
of WellCare and the Corporation;
WHEREAS, WellCare, the Corporation and Executive wish to amend and restate the
Employment Agreement, as set forth herein, effective June 3, 2009, to provide
that Executive will cease to serve as Senior Vice President, General Counsel and
Secretary of WellCare and the Corporation on such effective date and instead
will thereafter serve as Vice Chairman of WellCare and the Corporation on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth herein, the parties hereto agree as follows:
ARTICLE 1
EMPLOYMENT, TERM AND DUTIES
1.1
EMPLOYMENT.
THE CORPORATION WILL HEREBY EMPLOY EXECUTIVE AS VICE
CHAIRMAN OF THE CORPORATION, UPON THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT.
DURING THE TERM, EXECUTIVE ALSO SHALL BE APPOINTED AS VICE CHAIRMAN
OF WELLCARE.
EXECUTIVE SHALL REPORT DIRECTLY TO THE EXECUTIVE CHAIRMAN OF THE
BOARD OF DIRECTORS OF WELLCARE.
1.2
TERM.
THE CORPORATION WILL EMPLOY EXECUTIVE, AND EXECUTIVE WILL
SERVE AS VICE CHAIRMAN OF THE CORPORATION COMMENCING ON JUNE 3, 2009 (THE
"EFFECTIVE DATE") AND CONTINUING THEREAFTER FOR A TERM (THE "TERM") ENDING ON
DECEMBER 31, 2009, UNLESS EARLIER TERMINATED UNDER ARTICLE 4.
PRIOR TO THE
EFFECTIVE DATE OF THIS AGREEMENT, THE EXISTING AGREEMENT SHALL REMAIN IN EFFECT
IN ACCORDANCE WITH ITS TERMS.
1.3
DUTIES.
EXECUTIVE SHALL PERFORM ALL THE DUTIES AND OBLIGATIONS
REASONABLY ASSOCIATED WITH THE POSITIONS OF VICE CHAIRMAN AND CONSISTENT WITH
THE BYLAWS OF WELLCARE AND THE CORPORATION AS IN EFFECT FROM TIME TO TIME,
SUBJECT TO THE SUPERVISION OF THE EXECUTIVE CHAIRMAN OF THE BOARD OF DIRECTORS
OF WELLCARE, AND SUCH OTHER EXECUTIVE DUTIES CONSISTENT WITH THE FOREGOING AS
ARE MUTUALLY AGREED UPON FROM TIME TO TIME BY EXECUTIVE AND THE EXECUTIVE
CHAIRMAN OF THE BOARD OF DIRECTORS OF WELLCARE.
EXECUTIVE SHALL PERFORM THE
SERVICES CONTEMPLATED HEREIN FAITHFULLY AND DILIGENTLY.
EXECUTIVE SHALL DEVOTE
SUBSTANTIALLY ALL HIS BUSINESS TIME AND EFFORTS TO THE RENDITION OF SUCH
SERVICES; PROVIDED, THAT EXECUTIVE MAY
PARTICIPATE IN SOCIAL, CIVIC, CHARITABLE, RELIGIOUS, BUSINESS, EDUCATIONAL OR
PROFESSIONAL ASSOCIATIONS AND, WITH THE PRIOR APPROVAL OF THE BOARD OF DIRECTORS
OF WELLCARE (THE "BOARD"), SERVE ON THE BOARDS OF DIRECTORS OF COMPANIES SO LONG
AS SUCH PARTICIPATION DOES NOT MATERIALLY INTERFERE WITH THE DUTIES AND
OBLIGATIONS OF EXECUTIVE HEREUNDER.
1.4
PRIMARY WORK LOCATION.
EFFECTIVE ON THE EFFECTIVE DATE, EXECUTIVE
WILL NO LONGER BE REQUIRED TO PERFORM THE SERVICES HEREUNDER AT THE
CORPORATION'S OFFICES LOCATED IN THE METROPOLITAN AREA OF