WELLCARE HEALTH PLANS, INC. 2004 EQUITY INCENTIVE PLAN

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This RESTRICTED STOCK 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 director of the Company 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 to Grantee in accordance with the terms of this Agreement; and

The Restricted Stock is 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 .  The Company hereby grants, on the date set forth above (the “ Date of Grant ”), to the Grantee, ________ shares of common stock, par value $.01 per share, of the Company (collectively, the “ Restricted Stock ”), which Restricted Stock is 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, 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 is $.01 per share (the par value of a share of common stock of the Company), which shall be paid in cash within ten days of the Date of Grant.

2.            Vesting of Restricted Stock .

(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 granted as indicated beside the date (each such date being a “ Vesting Date ”), provided that the Grantee’s service to 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 in or during the months, days or periods prior to each Vesting Date, and all vesting of Restricted Stock shall occur only on the applicable Vesting Date.

(c)           If the Grantee’s service terminates following a Change in Control, the Restricted Stock shall accelerate and become fully vested upon such termination.

3.            Termination of Services .

(a)           Except as set forth below, upon the termination or cessation of Grantee’s 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 which is 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 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 under this Agreement, at such times and upon such terms and conditions as the Committee shall deem advisable.

4.            Delivery of Restricted Stock .  The Company shall make a book entry in its stock ledger for the Restricted Stock registered in the Grantee’s name.  Upon vesting, certificates, if issued, for the Restricted Stock will be issued in the name of the Grantee and shall be delivered to the Grantee’s address on record with the Company or to such other address as the Grantee may instruct the Company.  The Company shall include a restrictive legend on any stock certificates evidencing shares of Restricted Stock issued under the Plan or under this Agreement or, in the case of uncertificated shares of Restricted Stock issued thereunder, on the required notices described in Section 151(f) of the Delaware General Corporation Law (the “DGCL” ).

5.            Rights with Respect to Restricted Stock .

(a)           Except as otherwise provided in this Agreement, the Grantee shall have, with respect to all of the shares of Restricted Stock, whether vested or unvested, all of the rights of a holder of shares of common stock of the Company, including without limitation (i) the right to vote such Restricted Stock, (ii) the right to receive dividends, if any, as may be declared on the Restricted Stock from time to time, and (iii) the rights available to all holders of shares of common stock of the Company upon any merger, consolidation, reorganization, liquidation or dissolution, stock split-up, stock dividend or recapitalization undertaken by the Company.

(b)           If at any time while this Agreement is in effect (or shares of Restricted Stock granted hereunder shall be or remain unvested while Grantee’s 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 shares of Restricted Stock 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 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 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 and/or that would include, have or possess other rights, benefits and/or preferences superior to those that the Restricted Stock includes, has or possesses, or any warrants, options or rights with respect to any of the foregoing, (iv) the dissolution or liquidation of the Company, (v) any sale, transfer or assignment of all or any part of the stock, assets or business of the Company, or (vi) any other corporate transaction, act or proceeding (whether of a similar character or otherwise).

6.            Transferability .  Unless otherwis