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 Tampa, Florida.  Executive acknowledges and agrees that the nature of the Corporation’s business will require travel from time to time.  Corporation will pay or reimburse Executive for all reasonable expenses incurred in traveling in connection with his employment hereunder.

ARTICLE 2

COMPENSATION

2.1            Salary .  In consideration for Executive’s services hereunder, the Corporation shall pay Executive a base salary at the rate of not less than $41,667 per month during 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).

2.2            Bonus .  Executive shall be entitled to earn a bonus with respect to calendar year 2009, based upon achievement of the performance objectives agreed to by the Corporation and Executive.  The targeted bonus shall be fifty percent (50%) of Executive’s annual base salary for such year.  Any such bonus earned by Executive shall be paid in cash within thirty (30) days after the delivery of audited financial statements by the Corporation’s outside auditing firm; provided, however , that the bonus shall, in all events, be paid to Executive by no later than March 15, 2010.  Executive may also receive special bonuses in addition to his annual bonus eligibility at the discretion of the Committee.

2.3            [intentionally omitted]

2.4            Definition of Change of Control .

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

(a)                                   The direct or indirect acquisition by an unrelated Person or Group of Beneficial Ownership (each as defined in Section 2.4.4) of stock that, together with stock already Beneficially Owned by such Person or Group, constitutes more than 50% of the voting power of WellCare’s issued and outstanding voting stock or more than 50% of the fair market value of WellCare’s issued and outstanding stock;

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(b)                                  The direct or indirect sale or transfer by WellCare of substantially all of its assets to one or more unrelated Persons or Groups in a single transaction or a series of related transactions;

(c)                                   The merger, consolidation or reorganization of WellCare with or into another corporation or other entity in which the Beneficial Owners of more than 50% of the voting power of WellCare’s issued and outstanding voting securities immediately before such merger, consolidation or reorganization do not own, directly or indirectly, more than 50% of the voting power of the issued and outstanding voting securities of the surviving corporation or other entity immediately after such merger, consolidation or reorganization; or

(d)                                  During any consecutive 12-month period, individuals who at the beginning of such period constituted the Board (together with any new directors whose election to the Board or whose nomination for election by the stockholders of WellCare was approved by a vote of a majority of the directors on the Board then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board then in office.

2.4.2         Notwithstanding Section 2.4.1, none of the events set forth in Section 2.4.1 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.

2.4.3         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.

2.4.4         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 on entity, owns stock both in WellCare and in a corporation that enters into a merger,

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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.

ARTICLE 3

EXECUTIVE BENEFITS

3.1            Vacation .  Executive shall be entitled to not less than four weeks of vacation each calendar year, without reduction in compensation, and otherwise in accordance with the general policies of the Corporation applicable generally to other senior executives of the Corporation.  Notwithstanding the foregoing, vacation not used in one year will carry over to future years without limit.

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.  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.

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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 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.

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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 Date to the extent not theretofore paid.

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

(a)                                   The Corporation shall pay all Accrued  Obligations to Executive in a lump sum in cash within ten (10) days of the Termination Date (except that any “deferred compensation”, within the meaning of Section 409A of the Code, shall become vested in full on the Termination Date, but shall be paid at the time or times otherwise provided under the terms of the applicable plan or arrangement);

(b)                                  The Corporation shall pay to Executive, in a lump sum in cash no later than the Severance Payment Deadline (as defined in

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Section 4.3.4), an amount equal to the sum of (i) the amount equal to Executive’s base salary, as in effect on the Termination Date, for the period from the Termination Date through December 31, 2009, (ii) $750,000, and (iii) an amount equal to Executive’s target annual bonus for calendar year 2009, as set forth in Section 2.2 above.

(c)                                   For the duration of the applicable COBRA period, the Corporation shall continue to provide medical, dental and vision care and life insurance benefits to Executive and/or Executive’s family at least equal to those which would have been provided to them in accordance with Section 3.2; provided , further , that Executive agrees to elect COBRA coverage to the extent available under the Corporation’s health insurance plans (and the Corporation shall reimburse the cost of any premiums for such coverage through December 31, 2009 on an after-tax basis).  Any payment or reimbursement under this Section 4.3.2(c) that is taxable to Executive or any of his family members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or such family member incurred the expense.

4.3.3         Termination Due to Death or Disability .  In the event that Executive’s employment is terminated due to Executive’s death or Disability the Corporation shall pay all Accrued Obligations to Executive or Executive’s estate 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 become vested in full on the Termination Date, but shall be paid at the time or times otherwise provided under the terms of the applicable plan or arrangement).

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 50 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 50 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 ”):

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(a)                                   In any case in which the Release (and the expiration of any revocation rights provided therein) could only become effective in a particular tax year of Executive, payments conditioned on execution of the release shall be made within 10 days after the Release becomes effective and such revocation rights have lapsed.

(b)                                  In any case in which the Release (and the expiration of any revocation rights provided therein) could become effective in one of two taxable years of Executive depending on when Executive executes and delivers the Release, payments conditioned on execution of the Release shall be made within 10 days after the Release becomes effective and such revocation rights have lapsed, but not earlier than the first business day of the later of such tax years.

4.4                                  Section 409A .

4.4.1                         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 “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Corporation, except in the event of Executive’s death.  On the first day of the seventh month following the date of separation from service with the Corporation, or, if earlier, Executive’s death, the Corporation will make a catch-up payment to Executive equal to the total amount of such payments that would have been made during the six-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 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.  Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered deferred compensation under Section 409A, references to Executive’s “termination of employment” (and corollary terms) with the Corporation shall be construed to refer to Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Corporation.

4.4.2                         Additional Section 409A Provisions .  It is intended that this Agreement will comply with Section 409A, to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent.  With respect to any reimbursement or in-kind benefit arrangements of the Corporation and its affiliates that

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constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.  Whenever a payment under this Agreement specifies a payment period with reference to a number of days ( e.g ., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Corporation.

4.5                                  Additional Payments .

4.5.1                         Gross-Up for Excise Tax .  Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Corporation or WellCare (or any acquiring company or its affiliate) to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4.5) (a “ Payment ”) would