Exhibit 10.8
WELLCARE HEALTH PLANS,
INC.
Non-Employee Director
Compensation Policy
This
Non-Employee Director Compensation Policy (the “
Policy ”) sets forth the compensation to be
paid to non-employee members (“ Non-Employee
Directors ”) of the Board of Directors (the
“ Board ”) of WellCare Health Plans, Inc.
(the “ Company ”).
Annual
Retainers and Fees
The following retainers and fees shall be paid
quarterly at the end of the period and shall be
cumulative. A member of the Board or any of its
committees other than the Special Litigation Committee (as provided
below), who serves on such during a portion of a quarterly period,
shall be paid the full quarterly retainer.
All Non-Employee Directors:
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A base annual
retainer of $50,000.
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Each member of
the Audit Committee shall receive an additional annual retainer of
$12,000.
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Each member of
the Compensation Committee, the Nominating and Corporate Governance
Committee, the Health Care Quality and Access Committee and the
Regulatory Compliance Committee shall receive an additional annual
retainer of $8,000.
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Each member of
the Special Committee shall receive an additional annual retainer
of $60,000.
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The chairperson
of the Audit Committee shall receive an additional annual retainer
of $8,000.
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The chairperson
of the Compensation Committee, the Nominating and Corporate
Governance Committee, the Health Care Quality and Access Committee
and the Regulatory Compliance Committee shall receive an additional
annual retainer of $4,000.
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The chairperson
of the Special Committee shall receive an additional annual
retainer of $30,000.
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The lead
director shall receive an additional annual retainer of
$15,000.
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Special Litigation Committee:
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So long as the
Special Litigation Committee consists of one member, that member
shall receive an annual fee of $90,000, or for any shorter period
thereof, a fee based on such annual fee calculated on a pro-rata,
monthly basis.
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Each Non-Employee Director shall receive an
additional $2,000 for each meeting of the full Board of Directors
attended in person, telephonically or by way of other remote or
electronic means.
Initial Equity Awards
Unless otherwise determined by the Compensation
Committee and subject to the Compensation Committee’s
approval, upon, and contingent on, a new Non-Employee
Director’s appointment or election to the Board, newly
elected or appointed membe
