STOCK OPTION AGREEMENT AND GENERAL RELEASE

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Exhibit 10.124

CONFIDENTIAL

STOCK OPTION AGREEMENT AND GENERAL RELEASE

This Stock Option Agreement and General Release (the “ Agreement ”), by and between Comprehensive Health Management, Inc., a Florida corporation (the “ Company ”), and Anil Kottoor, an individual   (“ Employee ”), is entered into as of the “Effective Date,” as defined below in Section 11.  The Company and Employee shall be referred to collectively herein as the “Parties.”

WHEREAS, the Company wishes to provide certain consideration in exchange for a release of liabilities by Employee and certain other covenants and agreements by Employee; and

WHEREAS, Employee and the Company wish to formalize their agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, which covenants and agreements constitute good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1.            Unconditional and Full General Release of All Claims .

(a)           In exchange for the consideration set forth in Section 2 below, on behalf of Employee, Employee’s agents, attorneys, heirs, administrators, executors, assigns, and other representatives, and anyone acting or claiming on Employee’s or their joint or several behalf, Employee hereby covenants never to sue and releases, waives, acquits, and forever discharges the Company, its divisions, subsidiaries, affiliates, parents, related entities, and their respective past or present employees, officers, directors, stockholders, partners, investors, executives, managers, agents, attorneys, representatives, successors, and assigns, and anyone acting on their joint or several behalf (collectively, the “ Releasees ”), from any and all claims, actions, causes of action, demands, damages, suits in equity, costs, expenses, liabilities, or other losses, of any kind whatsoever, whether known or unknown, that exist or may exist from the beginning of time up to and including the date of Employee’s execution of this Agreement or that in any way arise from, grow out of, or are related to any events or circumstances that occurred on or prior to the date of Employee’s execution of this Agreement, including, but not limited to, any matter related to Employee’s employment with the Company or the termination thereof.  By way of example only, and without limiting the immediately preceding sentence, as used herein the terms “claims,” “causes of action,” and “demands” shall include, and Employee agrees that neither Employee nor Employee’s representative(s) shall file, or cause to be filed, a complaint, lawsuit, or any other claim against the Releasees with respect to (i) any federal, state, or local employment law or statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, and Chapters 448 or 760 of the Florida Statutes, or (ii) any claim based on the existence or breach of oral or written contracts of employment, the negligence of any Releasees, negligent or intentional misrepresentations, promissory estoppel, interference with contract or employment, defamation or damage to business or personal reputation, assault and battery, negligent or intentional infliction of emotional distress, unlawful discharge in violation of public policy, discrimination, retaliation, wrongful discharge, sexual harassment, whistleblowing, breach of implied covenant of good faith and fair dealing, fraud, stock fraud, equity, tort, intellectual property, personal injury, spoliation of evidence, wage and hour law, statute or common law, claims for severance pay, claims related to equity compensation and/or fringe benefits, claims for attorneys’ fees, vacation pay, debts, accounts, compensatory damages, punitive or exemplary damages, or liquidated damages.

(b)           Employee acknowledges and agrees that Employee has been properly paid for all hours worked, that Employee has not suffered any on-the-job injury for which Employee has not already filed a claim, that Employee has been properly provided any leave of absence because of Employee’s or a family member’s health condition, and that Employee has not been subjected to any improper treatment, conduct, or actions due to or related to Employee’s request for, or Employee’s taking of, any leave of absence because of Employee’s own or a family member’s health condition.

2.            Consideration .

(a)           In exchange for Employee’s commitments as outlined in this Agreement, the Company will provide Employee the right to execute amendments to each of Employee’s stock option agreements ( “Option Extension Agreements” ).  Execution by Employee of the Option Extension Agreements shall render the post-termination of service exercise period for the stock options that are vested and unexercised as of the Termination Date extended for any period during which Employee cannot exercise such stock options, because such an exercise would violate an applicable Federal, state, local, or foreign law, until 30 days after the exercise of such stock options first would no longer violate any applicable Federal, state, local, and foreign laws.

(b)           Employee acknowledges that any portion of any equity award, including, but not limited to, grants of restricted stock and options to purchase shares of common stock, par value $.01 per share, of WellCare Health Plans, Inc., that are not vested as of the Termination Date, as defined in Section 3, shall expire and be forfeited in accordance with the terms of Employee’s equity agreements.

(c)           Employee acknowledges that, absent this Agreement, Employee has no legal, contractual, or other entitlement to the consideration set forth in this Section 2, and such consideration constitutes valid and sufficient consideration for Employee’s release of claims and other obligations set forth in this Agreement.

               (d)           Employee acknowledges and agrees that the Company, including its Releasees, has made no representations regarding the tax consequences of any consideration received by Employee pursuant to this Agreement.  Employee agrees to pay federal, state, and/or local taxes, if any, that are required by law to be paid with respect to the consideration received hereunder.  Employee also agrees to indemnify and hold the Company and the other Releasees harmless from any claims, demands, deficiencies, levies, assessments, executions, judgments, or recoveries by any government entity against the Company and the other Releasees for any amounts claimed due as a result of this Agreement pursuant to claims made under any federal, state, or local tax laws.  Employee further agrees to indemnify and hold the Company and the other Releasees harmless for any deficiencies, levies, assessments, fines, penalties, and/or interest assessed by reason of any such claim.

3.            Severance of Employment .  Pursuant to this Agreement, Employee agrees and recognizes that Employee’s employment relationship with the Company will terminate as of the close of business on December 19, 2008 ( the “ Termination Date ”).

4.            Non-Competition; Non-Solicitation .  Employee acknowledges and agrees to comply with the restrictive covenants set forth in Exhibit A, which is attached hereto and incorporated by reference herein.

5.            Confidential Information .  Employee agrees that Employee shall not at any time for any reason, in any fashion, form or manner, either directly or indirectly, divulge, disclose, or communicate to any person, firm, corporation, or other business entity, in any manner whatsoever, any confidential information or trade secrets concerning the business of the Company or any of its affiliates, including without limiting the generality of the foregoing, methods or systems of its or their operation or management, any information regarding its or their financial matters, or any other material information (including member, subscriber and provider lists and identifying information regarding members and subscribers) concerning the business of the Company or any of its affiliates, its or their manner of operation, its or their plans or other material data (the “ Business ”).  Employee agrees that Employee shall not retain any confidential or proprietary information, including, without limitation, any member, subscriber, or provider lists, identifying information regarding members or subscribers, pricing methods, financial structures, correspondence, accounts, records, or any other documents or property made or held by Employee or under Employee’s control in relation to the Business of the Company or its affiliates, nor shall Employee retain any copy of any such confidential or proprietary information, all of which (whether in hard copy or electronic format and including all originals and copies) shall immediately be returned to the Company by Employee prior to the Termination Date as defined above in Section 3.

6.            Nondisclosure of Terms .

(a)           Employee agrees that the terms and conditions of this Agreement are and shall remain confidential.  Except as specifically set forth herein, Employee shall not disclose the terms of this Agreement in whole or in part to any individual or entity without prior written consent of the Company.

(b)           Employee agrees that Employee shall not disclose the terms of this Agreement to any person except (i) to members of Employee’s immediate family and Employee’s professional advisors, who shall be advised of the confidentiality provisions of this Section 6, (ii) to the extent required by a final and binding court order or other compulsory process, (iii) to any federal, state, or local taxing authority, or (iv) upon request, to any federal, state, or administrative enforcement agency, including, but not