EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “ Agreement ”) is made as of July 3, 2008, by and among WELLCARE HEALTH PLANS, INC., a Delaware corporation (“ WellCare ”), COMPREHENSIVE HEALTH MANAGEMENT, INC., a Florida corporation (the “ Corporation ”), and Jonathan P. Rich, an individual (“ Executive ”), with respect to the following facts and circumstances:

RECITALS

WHEREAS, WellCare and the Corporation desire for the Corporation to employ Executive as its Senior Vice President and Chief Compliance Officer and for the Executive to be appointed by WellCare as its Senior Vice President and Chief Compliance Officer, and Executive desires to accept such employment and appointment;

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE 1

ARTICLE 2 EMPLOYMENT, TERM AND DUTIES

              1.1            Employment .  The Corporation shall hereby employ Executive as Senior Vice President, Chief Compliance Officer of the Corporation, upon the terms and conditions set forth in this Agreement.  During the Term, Executive also shall be appointed as Senior Vice President, Chief Compliance Officer of WellCare.  Executive shall report directly to the Chief Executive Officer of WellCare and the Regulatory Compliance Committee (the “Regulatory Compliance Committee” ) of the Board of Directors of WellCare (the “Board” ), unless otherwise determined by the Board.

              1.2            Term .  The Corporation shall employ Executive, and Executive shall serve as the Senior Vice President, Chief Compliance Officer of the Corporation commencing upon the Executive’s first day of employment on or about August 11, 2008 (the “Effective Date” ), and continuing thereafter for a term (the “ Term ”) of four (4) years, unless earlier terminated under Article 4 ; provided , that the Term shall automatically renew for additional one-year periods unless either the Corporation or Executive gives notice of non-renewal at least ninety (90) days prior to expiration of the Term (as it may have been extended by any renewal period).

              1.4            Primary Work Location .  Executive shall perform the services hereunder at the Corporation’s offices located in the metropolitan area of Tampa, Florida.  Executive acknowledges and agrees that the nature of the Corporation’s business will require travel from time to time.  During the Term but only through the second anniversary of the Effective Date, the Corporation also shall pay Executive $4,000 per month as a temporary housing allowance for housing in the Tampa area and $500 per month as an automobile allowance.  During the Term, the Corporation will pay or reimburse Executive for expenses incurred in traveling between Ridgefield, Connecticut and Tampa, Florida.

ARTICLE 2

COMPENSATION

              2.1            Salary .  In consideration for Executive’s services hereunder, the Corporation shall pay Executive an annual salary at the rate of not less than $350,000 per year during each of the years of 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).  The annual salary shall be reviewed by the Compensation Committee of the Board (the “ Compensation Committee ”), or, if there is none, the Board, no less frequently than annually and may be increased (but not decreased) from its then-existing level at the discretion of the Compensation Committee or the Board.

              2.2            Bonus .

2.2.1          Annual Bonuses .  Executive shall be entitled to earn bonuses with respect to each fiscal year (or partial fiscal year) during the Term, based upon Executive’s achievement of performance objectives set by the Compensation Committee or the Board after consultation with Executive, with a targeted bonus of sixty percent (60%) of Executive’s annual salary for such fiscal year (or partial fiscal year).  Any such bonus earned by Executive shall be paid annually by March 15 of the year following the end of the fiscal year for which a bonus has been earned.  Executive may also receive special bonuses in additional to his annual bonus eligibility at the discretion of the Compensation Committee.  Notwithstanding the foregoing, Executive shall earn a minimum guaranteed bonus of $125,000 for the initial calendar year of his employment.  Executive must be employed on the bonus payment date in order to receive the bonus.

2.2.2          Sign on Bonus .  Executive shall be entitled to a one-time sign on bonus of $50,000 payable in a lump sum within thirty (30) days of the Effective Date, which must be repaid to the Corporation on a pro-rated basis if Executive resigns or is terminated for Cause (as defined in Section 4.1.2 hereof) less than one (1) year after the Effective Date (such one-year period being the “ Reimbursement Period ”).  The obligation to repay the sign on bonus will be based upon the number of months of the Reimbursement Period remaining as of the date of Executive’s termination of employment and Executive specifically agrees that such repayment may be deducted from any amounts owed to Executive.

               2.3            Incentive Awards .

2.3.1          Initial Equity Compensation .  As an additional element of compensation to Executive, in consideration of the services to be rendered hereunder, on the Effective Date, WellCare shall grant to Executive 20,000 restricted shares of WellCare’s common stock (the “ Restricted Stock ”)   and an option to purchase 25,000 shares of WellCare’s common stock for an exercise price per share equal to the fair market value of one share of WellCare’s common stock as of the close of business on the Effective Date (the “ Option ”).  These equity compensation awards shall be granted under and be subject to the terms of the WellCare Health Plans, Inc. 2004 Equity Incentive Plan (the “ 2004 Plan ”).  The terms and conditions of the Restricted Stock also shall be governed by a restricted stock award agreement reflecting such grant pursuant to the 2004 Plan, and the terms and conditions of the Option also shall be governed by a stock option agreement reflecting such grant pursuant to the 2004 Plan and, in each case, providing for, among other things, the terms set forth in this Section 2.3.  The Option and the Restricted Stock shall vest in equal annual installments on each of the first through fourth anniversaries of the Effective Date.  Notwithstanding anything in this Agreement or the applicable stock option agreement to the contrary, the Option cannot be exercised until WellCare is again current in its periodic report filings with the United States Securities and Exchange Commission (the “ SEC ”) and has filed all periodic reports required to be filed by it with the SEC within the preceding twelve months.

                                2.3.2         Future Awards .  In addition to the Restricted Stock and the Option, during the Term, Executive shall be entitled to earn equity compensation awards granted under and subject to the terms of the WellCare Health Plans, Inc. 2004 Equity Incentive Plan, or a successor thereto, based upon Executive’s achievement of performance objectives set by the Compensation Committee or the Board after consultation with Executive, with an annual equity compensation award target of 100 percent (100%) of Executive’s annual salary for such fiscal year.  The number of options, shares of restricted stock or other equity awards granted will be based on the standard valuation methodologies used by WellCare under FAS 123(R) and applicable internal policies.  The exact terms of any future awards, as well as the determination as to whether or not future awards will be granted, remains in the sole and absolute discretion of the Compensation Committee or the Board, subject to the terms of the Plan.  Until such time as the Compensation Committee or the Board approves a future award, Executive is not entitled by this Agreement or otherwise to receive any such award. 

ARTICLE 3

              3.2            Employee Benefits .  Executive shall receive all group insurance and pension plan benefits and any other benefits on the same basis as are available to other senior executives of the Corporation under the Corporation personnel policies in effect from time to time.  Executive shall receive all other such fringe benefits as the Corporation may offer to other senior executives of the Corporation generally under the Corporation personnel policies in effect from time to time, such as health and disability insurance coverage and paid sick leave.

              3.3            Indemnification .  Concurrently with the execution and delivery of this Agreement, WellCare, the Corporation and Executive are entering into an indemnification agreement (the “ Indemnification Agreement ”).

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 effectively to carry out his duties and obligations under this Agreement or unable to participate effectively and actively in the management of WellCare and the Corporation for a period of ninety (90) consecutive days or for shorter periods aggregating to one hundred twenty (120) days (whether or not consecutive) during any consecutive twelve (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 ”):

                               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 ”):

                              4.1.4           Change of Control .  For purposes of this Agreement, a “ Change of Control ” shall mean the occurrence of any of the following events:

Notwithstanding the terms of this Section 4.1.4, none of the foregoing events shall constitute a Change of Control if such event is not a “Change in Control Event” under Treasury Regulations Section 1.409A-3(i)(5) or successor guidance of the Internal Revenue Service.

For purposes of determining whether a Change of Control has occurred, a Person or Group shall not be deemed to be “unrelated” if: (a) such Person or Group directly or indirectly has Beneficial Ownership of more than 50% of the issued and outstanding voting power of WellCare’s voting securities immediately before the transaction in question, (b) WellCare has Beneficial Ownership of more than 50% of the voting power of the issued and outstanding voting securities of such Person or Group, or (c) more than 50% of the voting power of the issued and outstanding voting securities of such Person or Group are owned, directly or indirectly, by Beneficial Owners of more than 50% of the issued and outstanding voting power of WellCare voting securities immediately before the transaction in question.

The terms “ Person ,” “ Group ,” “ Beneficial Owner ,” and “ Beneficial Ownership ” shall have the meanings used in the Securities Exchange Act of 1934, as amended.  Notwithstanding the foregoing, (a) Persons will not be considered to be acting as a “Group” solely because they purchase or own stock of WellCare at the same time, or as a result of purchases in the same public offering, (b) Persons will be considered to be acting as a “Group” if they are owners of a corporation that enters into a merger, consolidation, reorganization, purchase or acquisition of stock, or similar business transaction, with WellCare, and (c) if a Person, including an entity, owns stock both in WellCare and in a corporation that enters into a merger, consolidation, reorganization, purchase or acquisition of stock, or similar transaction, with WellCare, such Person shall be considered to be acting as a Group with other shareholders only with respect to the ownership in such corporation prior to the transaction.

              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.  “ 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 Date to the extent not theretofore paid.

                               4.3.2          Termination without Cause or with Good Reason .  In the event that Executive’s employment is terminated by the Corporation without Cause or by Executive for Good Reason:

                              4.3.4           Waiver and Release Agreement .  In consideration of the severance payments and other benefits described in clauses (b) and (c) of Section 4.3.2, to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits under this Agreement, Executive agrees to execute and deliver to the Corporation within thirty (30) days after the applicable Termination Date a Waiver and Release Agreement in the form attached hereto as Exhibit A without alteration or addition other than to include the date (the “ Release ”).  

If Executive fails to execute and deliver the Release Agreement within thirty (30) days after the applicable Termination Date, or if Executive revokes such Release as provided therein, the Corporation shall have no obligation to provide any of the severance payments and other benefits described in clauses (b) and (c) of Section 4.3.2.  The timing of severance payments under clause (b) of Section 4.3.2 upon Executive’s execution and delivery of the Release shall be further governed by the following provisions (the last date on which such payments may be made, the “ Severance Payment Deadline ”):

              4.4            Required Delay For Certain Deferred Compensation and Section 409A .  In the event that any compensation with respect to Executive’s termination is “deferred compensation” within the meaning of Section 409A of the Code and the regulations promulgated thereunder (“ Section 409A ”), the stock of WellCare, the Corporation or any affiliate is publicly traded on an established securities market or otherwise, and Executive is determined to be a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, payment of such compensation shall be delayed as required by Section 409A.  Such delay shall last six (6) months from the date of Executive’s termination, except in the event of Executive’s death.  Within thirty (30) days following the end of such six (6)-month period, or, if earlier, Executive’s death, the Corporation shall make a catch-up payment to Executive equal to the total amount of such payments that would have been made during the six (6)-month period but for this Section 4.4.  Such catch-up payment shall bear simple interest at the prime rate of interest as published by the Wall Street Journal ’s bank survey as of the first day of the six (6)-month period, which such interest shall be paid with the catch-up payment.  Wherever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

              4.5            Additional Payments .

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