Common use of Equity Distribution Clause in Contracts

Equity Distribution. Subject to Board approval, the Executive will be granted 563,945.6 Class C Common Units of Holdings, representing 1.75% of the outstanding equity securities of Holdings, calculated on a fully-diluted basis. This grant will vest 25% on the first anniversary of the date of grant, and in 36 equal monthly installments thereafter, subject to accelerated vesting in full in the event of the termination of the Executive's employment by the Company without Cause, or by the Executive for Good Reason, following a change of control of the WellCare Group. As a condition to the receipt of this equity grant, the Executive will be required to purchase Class A Common Units of Holdings at the current fair market value of $3.00 per Unit, which Units have a liquidation preference and an 8% annual return, and to become a party to Holdings' Limited Liability Company Agreement. Such grant and purchase will be subject to the terms and conditions of Holdings' 2002 Senior Executive Equity Plan and Holdings' standard form of Subscription Agreement under such Plan

Equity Distribution. Subject to Board approval, the Executive will be granted 563,945.6 402,818.29 Class C Common Units of Holdings, representing 1.751.25% of the outstanding equity securities of Holdings, calculated on a fully-diluted basis. This grant will vest 25% on the first anniversary of in 48 equal monthly installments following the date of grant, and in 36 equal monthly installments thereafter, subject to accelerated vesting in full in the event of the termination of the Executive's employment by the Company without Cause, or by the Executive for Good Reason, within 12 months following a change of control of the WellCare Group. As a condition to the receipt of this equity grant, the Executive will be required to purchase 3,333.33 Class A Common Units of Holdings at the current fair market value of $3.00 per Unit, which Units have a liquidation preference and an 8% annual return, and to become a party to Holdings' Limited Liability Company Agreement. Such grant and purchase will be subject to the terms and conditions of Holdings' 2002 Senior Executive Equity Plan and Holdings' standard form of Subscription Agreement under such Plan.