TRANSITION AND SEPARATION AGREEMENT

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This TRANSITION AND SEPARATION AGREEMENT (the “ Agreement ”) is made effective as of September 17, 2009 (the “ Effective Date ”), by and among WELLCARE HEALTH PLANS, INC. (“ WellCare ”), COMPREHENSIVE HEALTH MANAGEMENT, INC. (the “ Corporation ”), and HEATH G. SCHIESSER (the “ Executive ”).

WHEREAS, on June 26, 2009, Executive informed the Board of Directors of WellCare (the “ Board ”) that Executive intended to resign his current officer and director positions upon appointment by the Board of a new President and Chief Executive Officer of WellCare;

WHEREAS, the parties desire to memorialize the terms relating to the termination of Executive’s employment and to provide for the transition period, which shall commence on the Effective Date, leading up to the termination of Executive’s employment (the “ Transition Period ”); and

WHEREAS, by execution of this Agreement, Executive’s Employment Agreement dated January 25, 2008 (“ Employment Agreement ”) shall be superseded in its entirety and shall have no legal effect.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, the parties hereto agree as follows:

1.1            Termination of Employment .

1.1.1           It is agreed that Executive’s employment with the Corporation shall terminate December 28, 2009, unless Executive’s employment is terminated earlier by Executive or the Corporation.

1.1.2           Executive will be deemed to have resigned from the Board and as an officer and director of WellCare and the Corporation and any and all of their subsidiaries and/or affiliates effective December 28, 2009, or immediately upon any earlier termination of Executive’s employment hereunder.

1.1.3           Through the Transition Period, Executive will continue to receive his base salary at the rate of $400,000 per year (the “ Base Salary ”) and all group insurance and pension plan benefits and any other benefits on the most favorable basis available to any senior executive of the Corporation under the Corporation’s 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’s personnel policies in effect from time to time, such as health and disability insurance coverage and paid sick leave.

1.1.4           The Corporation shall have the right to terminate Executive’s employment under this Agreement at any time with or without “Cause,” as that term is defined in Section 2.7.1, 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 with or without “Good Reason,” as that term is defined in Section 2.7.2, by giving written notice of such termination to the Corporation.

1.2            Duties During Transition Period .  Except as otherwise set forth below, Executive will serve as President and Chief Executive Officer of WellCare and shall report directly to the Board through the Transition Period.  Notwithstanding the foregoing, Executive agrees that during the Transition Period, WellCare and/or the Corporation may appoint someone other than Executive to serve as President and/or Chief Executive Officer or acting President and/or Chief Executive Officer, at which time Executive shall be relieved of those titles and the authority associated with those positions.  Upon the appointment of a new President and/or Chief Executive Officer or an acting President and/or Chief Executive Officer, and at the request of WellCare and/or the Corporation, Executive shall continue employment through the Transition Period, and his responsibilities shall be to cooperate and assist with the transition by providing counsel to the Board and the President and/or Chief Executive Officer or acting President and/or Chief Executive Officer related to such transition.  For the avoidance of doubt, Executive shall continue to report directly to the Board during any such transition and will not be responsible for executing WellCare or Corporation documents or filings on behalf of WellCare or the Corporation.  Neither the appointment of a new President and/or Chief Executive Officer or an acting President and/or Chief Executive Officer of WellCare and/or the Corporation, nor the change in duties and responsibilities in connection with any resulting transition consistent with this Section 1.2, shall constitute “Good Reason” for purposes of this Agreement.

2.1            Separation Benefits .  As consideration for Executive’s obligations under this Agreement, and in the event Executive’s employment with the Corporation terminates on December 28, 2009, or alternatively, if Executive’s employment is terminated prior to December 28, 2009, either by the Corporation for any reason other than for “Cause” or by the Executive for “Good Reason,” Executive will be eligible to receive the following pay and benefits (collectively, the “ Separation Benefits ”):

2.1.1           The Corporation shall pay to Executive his Base Salary through December 28, 2009, in accordance with the Corporation’s normal payroll schedule, and all Accrued Obligations, to the extent not theretofore paid.  Accrued Obligations shall be paid in a lump sum amount within ten days following the date on which Executive’s employment terminates.  “ Accrued Obligations ” means any vacation pay and expense reimbursements accrued by Executive as of the date on which Executive’s employment terminates.

2.1.2           The Corporation shall make a separation payment to Executive in the aggregate gross amount of One Million Two Hundred Thousand Dollars ($1,200,000) (the “ Separation Pay ”).

2.1.3           The Corporation shall pay Executive a bonus for fiscal year 2009 in the gross amount of Eight Hundred Thousand Dollars ($800,000) (the “2009 Bonus”).  Except as provided in Section 2.9.1 below, the Separation Pay and 2009 Bonus shall be paid in a single lump sum amount within ten days following Executive’s execution of the Waiver and Release Agreement referenced in Section 3.1 and expiration of the seven-day revocation period set forth therein.

2.1.4           The vesting of all long-term incentive compensation awards to Executive, including restricted stock and stock options, shall be accelerated such that they are vested as of the date on which Executive’s employment terminates to the same extent that they would have been vested had Executive’s employment continued through December December 31, 2010.  In addition, to the extent that a portion of any long-term incentive compensation awards to Executive, including restricted stock and stock options, would have vested at the end of a measurement period that includes December 31, 2010, the vesting of that portion shall be accelerated as to the amount that would have vested had Executive’s employment continued through the end of the measurement period multiplied by a fraction, the numerator of which is the number of whole and partial months (rounded up) from the date of the beginning of the measurement period until December 31, 2010, and the denominator of which is the number of months from the date of the beginning until the end of the measurement period.  For the avoidance of doubt, upon the vesting of shares of restricted stock held by Executive, Executive may make a payment to the Corporation, or authorize the Corporation to withhold from funds otherwise due to Executive, an amount equal to any applicable federal, state, and local taxes required to be paid or withheld by the Corporation as a result of such vesting, in which case the Corporation shall remit such full amount to the relevant taxing authority.  If Executive does not make such a payment, or authorize the withholding of other funds, Executive shall surrender to the Corporation shares of such restricted stock having a fair market value at the time of such vesting equal to the amount of any applicable federal, state, and local taxes required to be paid or withheld by the Corporation as a result of such vesting, in which case the Corporation shall remit such full amount to the relevant taxing authority.

2.1.5           For a period of 24 months following the termination of Executive’s employment, the Corporation shall continue to provide medical, dental, and vision care and life insurance benefits to Executive and/or Executive’s family equal to those otherwise available to senior executives of the Corporation during such 24-month period; provided , however , that Executive agrees to elect COBRA coverage to the extent available under the Corporation’s health insurance plans (and the Corporation shall promptly reimburse the cost of any premiums for such coverage during the applicable period of COBRA coverage on an after-tax basis).  Any payment or reimbursement under this Section 2.1.5 that is taxable to Executive or any of Executive’s 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.

2.2            Death or Disability .

2.2.1           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 during the Transition Period.  If there should be a dispute between the Corporation and Executive as to Executive’s Disability for purposes of this Agreement, the question shall be settled by the opinion of an impartial reputable physician or psychiatrist agreed upon by the parties or their representatives, or if the parties cannot agree within ten days after a request for designation of such party, then a physician or psychiatrist designated by the Florida Medical Association.  The certification of such physician or psychiatrist as to the questioned dispute shall be final and binding upon the parties hereto.

2.2.2           As consideration for Executive’s obligations under this Agreement, and in the event Executive’s employment with the Corporation terminates due to death or Disability, as that term is defined above in Section 2.2.1, prior to December 28, 2009, the Corporation shall pay to Executive or his estate, as applicable, the Separation Pay described above in Section 2.1.2, under the same terms and subject to the same conditions as stated in Section 2.1, except that the execution of the Wavier and Release Agreement shall not be required.  Additionally, the vesting of all long-term incentive compensation awards to Executive, including restricted stock and stock options, shall be accelerated such that they are vested in full as of the date of Executive’s death or Disability.  Executive shall also be entitled for a period of 12 months to the continued medical, dental, and vision care and life insurance benefits set forth in Section 2.1.5.

2.3            Base Salary; Accrued Obligations .  In the event that Executive’s employment is terminated prior to December 28, 2009, either by the Corporation for “Cause” or by Executive without “Good Reason,” Executive shall not be entitled to the Separation Benefits set forth in Section 2.1.  Instead, the Corporation shall pay Executive only his Base Salary and any Accrued Obligations through the date on which Executive’s employment terminates.  Payment under this Section 2.3 shall be made in a lump sum amount within ten days after the date on which Executive’s employment terminates.

2.4            Indemnification; Insurance .  WellCare, the Corporation, and Executive entered into an Indemnification Agreement on May 8, 2009 (effective as of January 25, 2008), providing, among other things, for indemnification of Executive to the fullest extent permitted by applicable law, and that Indemnification Agreement shall remain in full force and effect.  In addition, the Corporation currently provides Executive with coverage under policies of directors and officers liability insurance covering directors and officers of the Corporation (the “Current Coverage”).  The Corporation shall use commercially reasonable efforts to cause policies of directors and officers liability insurance, at least as broad in coverage terms and amount as the Current Coverage, with fresh limits every year, to be maintained throughout the Transition Period and for at least six years thereafter.  In the event of any merger or other acquisition of the Corporation, the Corporation shall no later than immediately prior to consummation of such transaction purchase at least six years of “tail” or extended coverage to cover acts or omissions of Executive during the term of his employment, including during the Transition Period (unless such transaction does not result in a diminution in coverage available to Executive or in fact provides greater coverage to Executive).  In the event of any conflict between this Agreement and the Indemnification Agreement referenced above with respect to indemnification or rights to insurance, such conflict shall be resolved in a manner most favorable to Executive.

2.5            Effect of “Change of Control” .  If a “Change of Control,” as defined in Section 2.7.3 occurs prior to the termination of Executive’s employment, the vesting of Executive’s long-term incentive compensation awards shall be accelerated in full in connection with such a “Change of Control,” such that all awards are fully vested immediately prior to such “Change of Control.”

2.6            Exercisability of Options .  Except with respect to options granted prior to January 25, 2008, all vested options will terminate on the earlier of, and be exercisable until, (a) the expiration of the ten-year term of such options, or (b) one year after the termination of Executive’s employment with the Corporation, regardless of the cause of such termination.  Unvested options to purchase shares of WellCare’s common stock will terminate on the termination of Executives’ employment with the Corporation, except to the extent such options become vested as a result of such termination under the terms of the governing stock option agreement or this Agreement.

2.7            Definitions .

2.7.1            Cause .  For purposes of this Agreement, “ Cause ” shall be defined as:

2.7.2            Good Reason .  For purposes of this Agreement, “ Good Reason ” shall be defined as:

2.7.3           Change Of Control .  For purposes of this Agreement, a “ Change of Control ” shall mean the occurrence of any of the following events that occur during the Transition Period:

Notwithstanding this Section 2.7.3, none of the events set forth in this Section 2.7.3 shall constitute a Change of Control, if such event occurs subsequent to the termination of Executive’s employment, for any reason, or is otherwise not a “Change in Control Event” under Treasury Regulations Section 1.409A-3(i)(5) or successor guidance of the Internal Revenue Service.  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.

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 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, purchase, or acquisition of stock, or similar business transaction, with WellCare; and (c) if a Person, including an entity, owns stock both in WellCare and in a corporation that enters into a merger, consolidation, 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.

2.8            Opportunity to Cure .  It shall be a condition precedent to a party’s right to terminate Executive’s employment for Cause or for 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 seven 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 30 days after receipt of such notice .

2.9            Section 409A Compliance

2.9.1           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 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 months from the date on which Executive’s employment terminates.  Within 30 days following the end of such six-month period, 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 2.9.  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.

2.9.2           With respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions:  (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Code Section 105(b); (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

2.9.3           Payments conditioned upon execution of the Waiver and Release Agreement referenced in Section 3.1 shall be made within ten days following Executive’s execution of the Waiver and Release Agreement and expiration of the seven-day revocation period set forth therein; provided , however , that if the period during which the Executive has discretion to execute or revoke the Waiver and Release Agreement straddles two taxable years of the Executive, then the Corporation shall make the payments starting in the second of such taxable years, regardless of which taxable year the Executive actually delivers the executed Waiver and Release Agreement to the Corporation.

2.10          Additional Payments .

2.10.1          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 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 2.10.1) (a “ Payment ”) would be subject to the excise tax imposed by Section 4999 of the Code, or if any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the “ Excise Tax ”), then Executive shall be entitled to receive an additional payment (a “ Gross-Up Payment ”) in an amount such that, after payment by Executive of all taxes (including interest or penalties imposed with respect to such taxes, but not including interest and penalties imposed by reason of Executive’s failure to file timely tax returns or to pay taxes shown due on such returns and any interest, additions, increases, or penalties unrelated to the Excise Tax or the Gross-Up Payment), including, without limitation, the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.  Notwithstanding the foregoing provisions of this Section 2.10.1, in the event the amount of Payments subject to the Excise Tax exceeds the product (the “ Parachute Payment Limit ”) of 2.99 and Executive’s applicable “base amount” (as such term is defined for purposes of Section 4999 of the Code) by less than ten percent (10%) of Executive’s base salary, Executive shall be treated as having waived such rights with respect to Payments designated by Executive to the extent required such that the aggregate amount of Payments subject to the Excise Tax is less than the Parachute Payment Limit.

2.10.2          Gross-Up Determinations .  Subject to the provisions of Section 2.10.3, all determinations required to be made under this Section 2.10, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm selected by Executive and reasonably acceptable to the Corporation (the “ Accounting Firm ”), which shall provide detailed supporting calculations both to the Corporation and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Corporation.  All fees and expenses of the Accounting Firm shall be borne solely by the Corporation.  Any Gross-Up Payment, as determined pursuant to this Section 2.10, shall be paid by the Corporation to Executive within five days of the receipt of the Accounting Firm’s