WELLCARE HEALTH PLANS, INC.
SPECIAL RETENTION BONUS PLAN
Purpose.
WellCare Health Plans, Inc. (the “Company”) wishes to
provide under this plan (the “Plan”), made as of
October 31, 2007 (the “Effective Date”), a Special
Retention Bonus to certain individuals in recognition of their
prior contributions and as an incentive for such individuals to
continue to provide services to the Company.
Participants. Participants are those employees who were
employed by the Company on the Effective Date, who are in a
position defined by the Company as Focal Point bonus-eligible, and
employees who have been specifically designated by the Compensation
Committee (the “Compensation Committee”) of the Board
of Directors of the Company (the “Board”) to
participate (each, a “Participant”). Employees hired
after the Effective Date will not be eligible to participate in the
Plan. Employees who are employed by the Company on the Effective
Date but who are not eligible to receive a bonus in the Focal Point
process, but who subsequently are promoted to a position at which
the employee is eligible to receive a bonus in the Focal Point
process will become Participants in the Plan .
Special
Retention Bonuses. The Company will pay, in a single lump-sum
payment less applicable withholding taxes, a Special Retention
Bonus to Participants in accordance with the following:
(i) Participants
will receive a letter agreement from the Company that specifies the
specific percentage of such Participant’s base salary or, as
to Sales Managers, the Base Salary Equivalent (the “Specified
Percentage”) on which the Special Retention Bonus will be
paid and the terms and conditions of the Special Retention Bonus.
The Participant must acknowledge delivery of the letter
agreement.
(ii) (A) Participants
who are actively employed on December 31, 2008 and who are not
on an active performance improvement plan on such date will receive
a Special Retention Bonus within thirty days of December 31,
2008 equal to the Specified Percentage multiplied by their
then-current base salary or Base Salary Equivalent, as applicable;
provided, however, that if a Change in Control is consummated prior
to December 31, 2008, the Special Retention Bonus will be
equal to the Specified Percentage multiplied by the higher of the
Participant’s base salary or Base Salary Equivalent, as
applicable, as in effect on the consummation of a Change in Control
or December 31, 2008.
(B) Employees
who are promoted and become Participants after the Effective Date
will receive a pro-rata portion of their Special Retention Bonus
based
on the number
of months from the Effective Date to December 31, 2008 that
the employee was a Participant.
(C) Participants
who experience a promotion after the Effective Date that increases
the Participant’s Specified Percentage will receive a
pro-rated portion of the Special Retention Bonus that the
Participant was eligible to receive at each level of employment,
based on the number of months the Participant was employed after
the Effective Time at each level of employment.
(D) If
a Participant is on a leave of absence and returns to work on or
before December 31, 2008 and either (i) the
Participant’s return to work rights are protected by
applicable law, or (ii) the Participant is on a
Company-approved leave of absence for medical reasons, the
Participant will receive a Special Retention Bonus payable within
thirty days of December 31, 2008. If a Participant is on a
leave of absence described in this section (D) on
December 31, 2008 and such Participant returns to active
employment, the Participant will receive a Special Retention Bonus,
to be paid as soon as practicable following such
Participant’s return to active employment.
(E) If
a Participant was on a Company-approved leave of absence for other
than medical reasons and returns to work on or before
December 31, 2008, the Participant will receive a pro-rated
portion of the Special Retention Bonus that the Participant was
eligible to receive for the number of months the Participant was
actively employed, payable within thirty days of December 31,
2008. If a Participant is on a leave of absence described in this
section (E) on December 31, 2008 and such Participant
returns to active employment, the Participant will receive a
pro-rated portion of the Special Retention Bonus that the
Participant was eligible to receive for the number of months the
Participant was actively employed, to be paid as soon as
practicable following such Participant’s return to active
employment.
(iii) Participants
who are terminated prior to December 31, 2008 as a result of
their death, disability, a reduction in force or an elimination of
position while the Participant is not on an active performance
improvement plan, will, within 30 days of the date of
termination, receive a Special Retention Bonus equal to the
Specified Percentage multiplied by their base salary or Base Salary
Equivalent, as applicable, on the date of termination multiplied by
a fraction, the numerator of which is the number of months from the
Effective Date to the date of the Participant’s termination
and the denominator of which is the number of months from the
Effective Date to December 31, 2008, provided, however, that
in the event a termination described in this section (iii) or
a termination without Cause occurs after a Change in Control, the
Special Retention Bonus payable to a Participant will not be
pro-rated.
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(iv) Participants
who are terminated by the Company without Cause prior to
December 31, 2008 but after negotiations regarding a Change in
Control have commenced will, if the Change in Control contemplated
by such negotiations is consummated before December 31, 2008
receive the payment described in (iii) above, at the time
specified in (iii) above, and a payment
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