Common use of Initial Equity Compensation Clause in Contracts

Initial Equity Compensation. As an additional element of compensation to Executive, in consideration of the services to be rendered hereunder, on the Effective Date, WellCare shall grant to Executive 55,000 restricted shares of WellCare’s common stock (the “Restricted Stock”) and an option to purchase 100,000 shares of WellCare’s common stock for an exercise price per share equal to the fair market value of one share of WellCare’s common stock as of the close of business on the Effective Date (the “Option”). These equity compensation awards shall be granted under and be subject to the terms of the WellCare Health Plans, Inc. 2004 Equity Incentive Plan (the “2004 Plan”). The terms and conditions of the Restricted Stock also shall be governed by a restricted stock award agreement reflecting such grant pursuant to the 2004 Plan, and the terms and conditions of the Option also shall be governed by a stock option agreement reflecting such grant pursuant to the 2004 Plan and, in each case, providing for, among other things, the terms set forth in this Section 2.3. The Option and the Restricted Stock shall vest in equal annual installments on each of the first through fourth anniversaries of the Effective Date. Notwithstanding anything in this Agreement or the applicable stock option agreement to the contrary, the Option cannot be exercised until WellCare is again current in its periodic report filings with the United States Securities and Exchange Commission (the “SEC”) and has filed all periodic reports required to be filed by it with the SEC within the preceding twelve months.

Initial Equity Compensation. As an additional element of compensation to Executive, in consideration of the services to be rendered hereunder, on the Effective Date, WellCare shall grant to Executive 55,000 20,000 restricted shares of WellCare’s common stock (the “Restricted Stock”) and an option to purchase 100,000 25,000 shares of WellCare’s common stock for an exercise price per share equal to the fair market value of one share of WellCare’s common stock as of the close of business on the Effective Date (the “Option”). These equity compensation awards shall be granted under and be subject to the terms of the WellCare Health Plans, Inc. 2004 Equity Incentive Plan (the “2004 Plan”). The terms and conditions of the Restricted Stock also shall be governed by a restricted stock award agreement reflecting such grant pursuant to the 2004 Plan, and the terms and conditions of the Option also shall be governed by a stock option agreement reflecting such grant pursuant to the 2004 Plan and, in each case, providing for, among other things, the terms set forth in this Section 2.3. The Option and the Restricted Stock shall vest in equal annual installments on each of the first through fourth anniversaries of the Effective Date. Notwithstanding anything in this Agreement or the applicable stock option agreement to the contrary, the Option cannot be exercised until WellCare is again current in its periodic report filings with the United States Securities and Exchange Commission (the “SEC”) and has filed all periodic reports required to be filed by it with the SEC within the preceding twelve months.

Initial Equity Compensation. As an additional element of compensation to Executive, in consideration of the services to be rendered hereunder, on the Effective Date, WellCare shall grant to Executive 55,000 50,000 restricted shares of WellCare’s common stock (the “Restricted Stock”) and an option to purchase 100,000 shares of WellCare’s common stock for an exercise price per share equal to the fair market value of one share of WellCare’s common stock as of the close of business on the Effective Date (the “Option”). These equity compensation awards shall be granted under and be subject to the terms of the WellCare Health Plans, Inc. 2004 Equity Incentive Plan (the “2004 Plan”). The terms and conditions of the Restricted Stock also shall be governed by a restricted stock award agreement reflecting such grant pursuant to the 2004 Plan, and the terms and conditions of the Option also shall be governed by a stock option agreement reflecting such grant pursuant to the 2004 Plan and, in each case, providing for, among other things, the terms set forth in this Section 2.3. The Option and the Restricted Stock shall vest in equal annual installments on each of the first through fourth anniversaries of the Effective Date. Notwithstanding anything in this Agreement or the applicable stock option agreement to the contrary, the Option cannot be exercised until WellCare is again current in its periodic report filings with the United States Securities and Exchange Commission (the “SEC”) and has filed all periodic reports required to be filed by it with the SEC within the preceding twelve months.