CRIME THAT CONSTITUTES A FELONY INVOLVING FRAUD,
CONVERSION, MISAPPROPRIATION, OR EMBEZZLEMENT UNDER THE LAWS OF THE UNITED
STATES OR ANY POLITICAL SUBDIVISION THEREOF, WHICH CONVICTION HAS BECOME FINAL
AND NON-APPEALABLE.
4.1.3
GOOD REASON.
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT UNDER THIS
AGREEMENT BY GIVING WRITTEN NOTICE TO THE CORPORATION UPON THE OCCURRENCE OF ANY
ONE OR MORE OF THE FOLLOWING EVENTS ("GOOD REASON"):
(A)
A MATERIAL DIMINUTION DURING THE TERM IN
EXECUTIVE'S AUTHORITY, DUTIES OR RESPONSIBILITIES, OR ANY CHANGE IN EXECUTIVE'S
TITLE;
(B)
A MATERIAL DIMINUTION DURING THE TERM IN
EXECUTIVE'S BASE SALARY OR BONUS OPPORTUNITY; OR
(C)
A MATERIAL BREACH BY WELLCARE OR THE
CORPORATION OF ANY TERM OF THIS AGREEMENT.
5
4.1.4
OPPORTUNITY TO CURE.
NOTWITHSTANDING SECTIONS 4.1.2 AND 4. 1.3, IT
SHALL BE A CONDITION PRECEDENT TO A PARTY'S RIGHT TO TERMINATE EXECUTIVE'S
EMPLOYMENT FOR CAUSE OR GOOD REASON, AS APPLICABLE, THAT (A) SUCH PARTY SHALL
HAVE FIRST GIVEN THE OTHER PARTY WRITTEN NOTICE STATING WITH REASONABLE
SPECIFICITY THE BREACH ON WHICH SUCH TERMINATION IS PREMISED WITHIN 90 DAYS
AFTER THE PARTY PROVIDING SUCH NOTICE BECOMES AWARE OF SUCH BREACH, AND (B) IF
SUCH BREACH IS SUSCEPTIBLE OF CURE OR REMEDY, SUCH BREACH HAS NOT BEEN CURED OR
REMEDIED WITHIN FORTY-FIVE (45) DAYS AFTER RECEIPT OF SUCH NOTICE.
4.1.5
ANY OTHER REASON.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,
THE CORPORATION SHALL HAVE THE RIGHT TO TERMINATE EXECUTIVE'S EMPLOYMENT UNDER
THIS AGREEMENT AT ANY TIME WITHOUT CAUSE BY GIVING WRITTEN NOTICE OF SUCH
TERMINATION TO EXECUTIVE, AND EXECUTIVE SHALL HAVE THE RIGHT TO TERMINATE
EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT AT ANY TIME WITHOUT GOOD REASON BY
GIVING WRITTEN NOTICE OF SUCH TERMINATION TO THE CORPORATION.
4.2
TERMINATION DATE.
EXCEPT AS PROVIDED IN SECTION 4.1.1 WITH
RESPECT TO EXECUTIVE'S DEATH OR DISABILITY, AND SUBJECT TO SECTION 4.1.4, ANY
TERMINATION UNDER SECTION 4.1 SHALL BE EFFECTIVE UPON RECEIPT OF NOTICE BY
EXECUTIVE OR THE CORPORATION, AS THE CASE MAY BE, OF SUCH TERMINATION OR UPON
SUCH OTHER LATER DATE AS MAY BE PROVIDED HEREIN OR SPECIFIED BY THE CORPORATION
OR EXECUTIVE IN THE NOTICE (THE "TERMINATION DATE").
4.3
EFFECT OF TERMINATION.
4.3.1
TERMINATION WITH CAUSE OR WITHOUT GOOD REASON.
IN THE EVENT THAT
EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE CORPORATION WITH CAUSE OR BY
EXECUTIVE WITHOUT GOOD REASON, THE CORPORATION SHALL PAY ALL ACCRUED OBLIGATIONS
TO EXECUTIVE IN A LUMP SUM IN CASH WITHIN TEN (10) DAYS AFTER THE TERMINATION
DATE (EXCEPT THAT ANY "DEFERRED COMPENSATION", WITHIN THE MEANING OF
SECTION 409A OF THE CODE, SHALL BE PAID AT THE TIME OR TIMES OTHERWISE PROVIDED
UNDER THE TERMS OF THE APPLICABLE PLAN OR ARRANGEMENT).
"ACCRUED OBLIGATIONS"
MEANS THE SUM OF (A) EXECUTIVE'S BASE SALARY HEREUNDER THROUGH THE TERMINATION
DATE TO THE EXTENT NOT THERETOFORE PAID, (B) THE AMOUNT OF ANY INCENTIVE
COMPENSATION, DEFERRED COMPENSATION AND OTHER CASH COMPENSATION ACCRUED BY
EXECUTIVE AS OF THE TERMINATION DATE TO THE EXTENT NOT THERETOFORE PAID, AND
(C) ANY VACATION PAY, EXPENSE REIMBURSEMENTS AND OTHER CASH ENTITLEMENTS ACCRUED
BY EXECUTIVE AS OF THE TERMINATION