WELLCARE HEALTH PLANS, INC. 2004 EQUITY INCENTIVE PLAN

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This RESTRICTED STOCK UNIT AGREEMENT (the “ Agreement ”) is made and entered into effective as of _________________, by and between WellCare Health Plans, Inc., a Delaware corporation (the “ Company ”), and ____________________ (the “ Grantee ”).

In consideration of services to be rendered by the Grantee as an employee of or service provider to the Company or any of its Subsidiaries and to provide incentive to the Grantee to remain with the Company or any of its Subsidiaries, it is in the best interests of the Company to make a grant of Restricted Stock Units to Grantee in accordance with the terms of this Agreement; and

The Restricted Stock Units are granted pursuant to the WellCare Health Plans, Inc. 2004 Equity Incentive Plan (the “ Plan ”) which is incorporated herein for all purposes.  The Grantee hereby acknowledges receipt of a copy of the Plan.  Unless otherwise provided herein, terms used herein that are defined in the Plan and not defined herein shall have the meanings attributable thereto in the Plan.

NOW, THEREFORE , for and in consideration of the mutual premises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.            Award of Restricted Stock Units .  The Company hereby grants, on the date set forth above, to the Grantee, _________ restricted stock units relating to shares of common stock, par value $.01 per share, of the Company (collectively, the “ Restricted Stock Units ”), which Restricted Stock Units are and shall be subject to the terms, provisions and restrictions set forth in this Agreement and in the Plan.  As a condition to entering into this Agreement, and as a condition to the issuance of the Restricted Stock Units, the Grantee agrees to be bound by all of the terms and conditions herein and in the Plan. The purchase price per share of Restricted Stock Units is $.01 per share (the par value of a share of common stock of the Company), which is deemed paid by the Grantee’s prior services to the Company.

2.            Vesting of Restricted Stock Units .

(a)           Except as otherwise provided in Section 3 hereof, the following table indicates each date upon which the Grantee shall become vested with respect to the percentage of Restricted Stock Units granted as indicated beside the date (each such date being a “ Vesting Date ”), provided that the Grantee’s employment with the Company or any its Subsidiaries continues through and on the applicable Vesting Date:

(b)           Except as otherwise provided in Section 3 hereof, there shall be no proportionate or partial vesting of Restricted Stock Units in or during the months, days or periods prior to the Vesting Date, and all vesting of Restricted Stock Units shall occur only on the Vesting Date.

3.            Termination of Services .

(a)           Except as set forth below, upon the termination or cessation of Grantee’s employment with, or provision of service to, the Company or any of its Subsidiaries (the “ Date of Termination ”), for any reason whatsoever, any portion of the Restricted Stock Units which are not yet then vested, and which does not then become vested pursuant to this Section 3, shall automatically and without notice terminate, be forfeited and become null and void.

(b)           Notwithstanding the foregoing, if the Grantee ceases to be an employee of, or otherwise a service provider to, the Company or any of its Subsidiaries, and the Grantee’s employment was terminated (i) by the Company or a Subsidiary without Cause or (ii) by the Grantee for Good Reason, in either case within twelve months after there is a Change in Control of the Company then the unvested Restricted Stock Units shall become immediately vested as of the Date of Termination.

(c)           Notwithstanding any other term or provision of this Agreement but subject to the provisions of the Plan, the Committee shall be authorized, in its sole discretion, to accelerate the vesting of all or any portion of the Restricted Stock Units under this Agreement, at such times and upon such terms and conditions as the Committee shall deem advisable.

4.            Delivery of Shares Pursuant to Vested Restricted Stock Units .  Upon vesting of the Restricted Stock Units, shares equal to the number of vested Restricted Stock Units will be delivered to the Grantee as soon as practicable following the later of the Vesting Date .

5.            Rights with Respect to Restricted Stock Units .

(a)           The Grantee shall have none of the rights of a holder of shares of common stock of the Company (other than the right to receive an amount equal to dividends, if any, as may be declared by the Company from time to time) unless and until the shares of common stock relating to the Restricted Stock Units have been delivered to the Grantee.  The Company may in its sole discretion require that dividends will be reinvested in additional restricted stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit.

(b)           If at any time while this Agreement is in effect (or Restricted Stock Units granted hereunder shall be or remain unvested while Grantee’s employment or provision of services continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such shares, then and in that event, the Committee shall make any adjustments it deems fair and appropriate, in view of such increase or decrease, in the number of Restricted Stock Units then subject to this Agreement.  If any such adjustment shall result in a fractional share, such fraction shall be disregarded and no share will be issued in connection with such fraction.

(c)           In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation or in which a Change in Control is to occur, all of the Company’s obligations regarding the Restricted Stock Units shall, on such terms as may be approved by the Committee prior to such event, be assumed by the surviving or continuing corporation or canceled in exchange for property (including cash).

(d)           Notwithstanding any term or provision of this Agreement to the contrary, the existence of this Agreement, or of any outstanding Restricted Stock Units awarded hereunder, shall not affect in any manner the right, power or authority of the Company to make, authorize or consummate: (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, (ii) any merger, consolidation or similar transaction by or of the Company, (iii) any offer, issue or sale by the Company of any capital stock of the Company, including any equity or debt securities, or preferred or preference stock that would rank prior to or on parity with the Restricted Stock Units and/or that would include, have or possess other rights, benefits and/or preferences superior to those that the Restricted Stock Units include, has or possesses, or any warrants, options or rights with respect to any of the foregoing