Wellcare Health Plans, Inc. Sample Contracts

Wellcare Health Plans, Inc. – WELLCARE HEALTH PLANS, INC. 2019 INCENTIVE COMPENSATION PLAN PERFORMANCE STOCK UNIT AWARD NOTICE AND AGREEMENT (July 30th, 2019)

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Performance Stock Unit Award Notice and Agreement, including Appendix A attached hereto and incorporated herein, and the terms and conditions of the Stock Unit Award Agreement that is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2019 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units, the vesting of which is conditioned upon the achievement of one or more performance goals set forth on Appendix A attached hereto (“PSUs”), described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.

Wellcare Health Plans, Inc. – STOCK UNIT AWARD AGREEMENT (July 30th, 2019)

Pursuant to a Restricted Stock Unit Award Notice and Agreement or a Performance Stock Unit Award Notice and Agreement (each, an “Award Notice”), WellCare Health Plans, Inc., a Delaware corporation (the “Company”), has granted to Participant named in the Award Notice the number of Restricted Stock Units (“RSUs”) or, RSUs, the vesting of which is conditioned upon the achievement of one or more performance goals (“PSUs”), set forth in the Award Notice, subject to the terms and conditions of the Award Notice and this Stock Unit Award Agreement (the “Award Agreement” and together with the Award Notice, the “Award Documentation”). RSUs and PSUs are referred to herein as “Stock Units”.

Wellcare Health Plans, Inc. – WELLCARE HEALTH PLANS, INC. 2019 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT FOR NON-EMPLOYEE DIRECTORS (July 30th, 2019)

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Restricted Stock Unit Award Notice and Agreement for Non-Employee Directors and the terms and conditions of the Restricted Stock Unit Award Agreement for Non-Employee Directors that is available to you on the Company’s Intranet site and is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2019 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units (“RSUs”) described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.

Wellcare Health Plans, Inc. – RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (July 30th, 2019)

Pursuant to a Restricted Stock Unit Award Notice and Agreement for Non-Employee Directors (the “Award Notice”), WellCare Health Plans, Inc., a Delaware corporation (the “Company”), has granted to Participant named in the Award Notice the number of Restricted Stock Units (the “RSUs”) set forth in the Award Notice, subject to the terms and conditions of the Award Notice and this Restricted Stock Unit Award Agreement for Non-Employee Directors (the “Award Agreement” and together with the Award Notice, the “Award Documentation”).

Wellcare Health Plans, Inc. – WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT (July 30th, 2019)

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Restricted Stock Unit Award Notice and Agreement and the terms and conditions of the Stock Unit Award Agreement that is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units (“RSUs”) described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.

Wellcare Health Plans, Inc. – WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN PERFORMANCE STOCK UNIT AWARD NOTICE AND AGREEMENT (July 30th, 2019)

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Performance Stock Unit Award Notice and Agreement, including Appendix A attached hereto and incorporated herein, and the terms and conditions of the Stock Unit Award Agreement that is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units, the vesting of which is conditioned upon the achievement of one or more performance goals set forth on Appendix A attached hereto (“PSUs”), described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.

Wellcare Health Plans, Inc. – WELLCARE HEALTH PLANS, INC. 2019 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT (July 30th, 2019)

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Restricted Stock Unit Award Notice and Agreement and the terms and conditions of the Stock Unit Award Agreement that is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2019 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units (“RSUs”) described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.

Wellcare Health Plans, Inc. – STOCK UNIT AWARD AGREEMENT (April 30th, 2019)

Pursuant to a Restricted Stock Unit Award Notice and Agreement or a Performance Stock Unit Award Notice and Agreement (each, an “Award Notice”), WellCare Health Plans, Inc., a Delaware corporation (the “Company”), has granted to Participant named in the Award Notice the number of Restricted Stock Units (“RSUs”) or, RSUs, the vesting of which is conditioned upon the achievement of one or more performance goals (“PSUs”), set forth in the Award Notice, subject to the terms and conditions of the Award Notice and this Stock Unit Award Agreement (the “Award Agreement” and together with the Award Notice, the “Award Documentation”). RSUs and PSUs are referred to herein as “Stock Units”.

Wellcare Health Plans, Inc. – WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN PERFORMANCE STOCK UNIT AWARD NOTICE AND AGREEMENT (April 30th, 2019)

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Performance Stock Unit Award Notice and Agreement, including Appendix A attached hereto and incorporated herein, and the terms and conditions of the Stock Unit Award Agreement that is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units, the vesting of which is conditioned upon the achievement of one or more performance goals set forth on Appendix A attached hereto (“PSUs”), described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.

Wellcare Health Plans, Inc. – WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT (April 30th, 2019)

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Restricted Stock Unit Award Notice and Agreement and the terms and conditions of the Stock Unit Award Agreement that is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units (“RSUs”) described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.

Wellcare Health Plans, Inc. – AGREEMENT AND PLAN OF MERGER by and among CENTENE CORPORATION, WELLINGTON MERGER SUB I, INC., WELLINGTON MERGER SUB II, INC. and WELLCARE HEALTH PLANS, INC. Dated as of March 26, 2019 (March 27th, 2019)

This AGREEMENT AND PLAN OF MERGER, dated as of March 26, 2019 (this “Agreement”), is made and entered into by and among Centene Corporation, a Delaware corporation (“Parent”), Wellington Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub I”), Wellington Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”), and WellCare Health Plans, Inc., a Delaware corporation (the “Company” and, together with Parent and Merger Subs, the “Parties”).

Wellcare Health Plans, Inc. – AMENDED AND RESTATED WELLCARE HEALTH PLANS, INC. EXECUTIVE SEVERANCE PLAN (February 12th, 2019)
Wellcare Health Plans, Inc. – WELLCARE ISSUES 2019 ANNUAL GUIDANCE (December 17th, 2018)

TAMPA, Fla. (Dec. 17, 2018) – WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) today issued full-year 2019 guidance and reaffirmed its full-year 2018 guidance. For the full-year 2019, the company expects its adjusted earnings per diluted share (EPS) to be in the range of $13.15 to $13.40. For the full-year 2018, WellCare continues to expect its adjusted EPS to be in a range of $10.90 to $11.00.

Wellcare Health Plans, Inc. – WellCare Health Plans, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee INDENTURE ____________ Dated as of ________, 20__ SUBORDINATED DEBT SECURITIES (November 5th, 2018)

INDENTURE, dated as of ________, 20__, between WellCare Health Plans, Inc., a Delaware corporation with a principal place of business at 8735 Henderson Road, Tampa, Florida 33634 (the “Corporation”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”).

Wellcare Health Plans, Inc. – WellCare Health Plans, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee INDENTURE ____________ Dated as of ________, 20__ SENIOR DEBT SECURITIES (November 5th, 2018)

INDENTURE, dated as of ________, 20__, between WellCare Health Plans, Inc., a Delaware corporation with a principal place of business at 8735 Henderson Road, Tampa, Florida 33634 (the “Corporation”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”).

Wellcare Health Plans, Inc. – WELLCARE HEALTH PLANS, INC. EXECUTIVE SEVERANCE PLAN (October 30th, 2018)
Wellcare Health Plans, Inc. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (October 30th, 2018)

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 and the six months ended June 30, 2018 combine the historical consolidated statements of operations of WellCare and the Meridian Group, giving effect to the Meridian Acquisition and the Acquisition Financing Transactions, each as more fully described in Note 1 below, as if they each had occurred on January 1, 2017. The unaudited pro forma condensed combined balance sheet as of June 30, 2018 combines the historical consolidated balance sheets of the Company and the Meridian Group, giving effect to the Acquisition Financing Transactions and the Meridian Acquisition, each as more fully described in Note 1 below, as if they each had occurred on June 30, 2018. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (i) directly attributable to the Meridian Acquisitio

Wellcare Health Plans, Inc. – WellCare Announces Closing of $750 Million of Senior Notes (August 14th, 2018)

TAMPA, Fla. (Aug. 14, 2018) — WellCare Health Plans, Inc. (NYSE: WCG) announced today that on August 13, 2018 it completed an offering of $750 million aggregate principal amount of 5.375% senior notes due 2026 (the “notes”). The notes were issued at 100.0% and bear interest at 5.375%. Interest will be payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2019. The notes will mature on August 15, 2026.

Wellcare Health Plans, Inc. – $750,000,000 5.375% SENIOR NOTES DUE 2026 INDENTURE DATED AS OF AUGUST 13, 2018 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE (August 14th, 2018)

This INDENTURE dated as of August 13, 2018, is by and between WellCare Health Plans, Inc., a Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

Wellcare Health Plans, Inc. – WellCare Health Plans, Inc. 4,528,302 Shares of Common Stock Underwriting Agreement (August 8th, 2018)
Wellcare Health Plans, Inc. – WellCare Announces Pricing of $750 Million of Senior Notes (August 8th, 2018)

TAMPA, Fla. (Aug. 8, 2018) — WellCare Health Plans, Inc. (NYSE: WCG) announced today that it priced an offering of $750 million aggregate principal amount of 5.375% senior notes due 2026 (the “notes”). The notes will be issued at 100.0%, and bear interest at 5.375%. The first interest payment date for the notes will be February 15, 2019. The notes mature on August 15, 2026. The offering is expected to close on or about August 13, 2018, subject to customary closing conditions.

Wellcare Health Plans, Inc. – WellCare Announces Offering of $700 Million Senior Notes (August 6th, 2018)

TAMPA, Fla. (Aug. 6, 2018) — WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare” or the “Company”) announced today that it intends to offer for sale $700 million aggregate principal amount of senior notes due 2026 (the “notes”).

Wellcare Health Plans, Inc. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (August 6th, 2018)

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 and the three and twelve months ended March 31, 2018 combine the historical consolidated statements of operations of WellCare and the Meridian Group, giving effect to the Meridian Acquisition and the Acquisition Financing Transactions, each as more fully described in Note 1 below, as if they each had occurred on January 1, 2017. The unaudited pro forma condensed combined balance sheet as of March 31, 2018 combines the historical consolidated balance sheets of the Company and the Meridian Group, giving effect to the Acquisition Financing Transactions and the Meridian Acquisition, each as more fully described in Note 1 below, as if they each had occurred on March 31, 2018. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (i) directly attributable to the Mer

Wellcare Health Plans, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 23, 2018 among WELLCARE HEALTH PLANS, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent (July 24th, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of July 23, 2018 among WELLCARE HEALTH PLANS, INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, SUNTRUST BANK, BANK OF AMERICA, N.A., MUFG BANK, LTD. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and GOLDMAN SACHS BANK USA and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents.

Wellcare Health Plans, Inc. – WellCare Announces Five-Year $1.3 Billion Amended and Restated Credit Agreement (July 24th, 2018)

TAMPA, Fla. (July 24, 2018) — WellCare Health Plans, Inc. (“WellCare”) (NYSE: WCG) today announced that it has entered into an Amended and Restated Credit Agreement for its Revolving Credit Facility (“Credit Agreement”). The company plans on using this upsized facility to support its long-term growth plans, including, but not limited to, its pending acquisition of Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc. and MeridianRx, LLC (“Meridian”), as well as for general corporate purposes.

Wellcare Health Plans, Inc. – WellCare Issues 2018 Annual Guidance Reaffirms 2017 Annual Guidance (December 18th, 2017)

TAMPA, Fla. (Dec. 18, 2017) – WellCare Health Plans, Inc. (NYSE: WCG) today issued full-year 2018 guidance and reaffirmed its full-year 2017 guidance. For the full-year 2018, the company expects its adjusted earnings per diluted share (EPS) to be in the range of $8.40 to $8.65. For the full-year 2017, WellCare continues to expect its adjusted EPS to be in a range of $8.25 to $8.40.

Wellcare Health Plans, Inc. – WELLCARE HEALTH PLANS, INC. EXECUTIVE SEVERANCE PLAN (October 2nd, 2017)
Wellcare Health Plans, Inc. – MASTER INCREASING LENDER SUPPLEMENT (March 23rd, 2017)

MASTER INCREASING LENDER SUPPLEMENT, dated March 22, 2017 (this “Supplement”), by and among each of the Lenders signatory hereto (each, an “Increasing Lender”) and the other parties signatory hereto, to the Credit Agreement, dated as of January 8, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among WellCare Health Plans, Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

Wellcare Health Plans, Inc. – WELLCARE HEALTH PLANS, INC. 5.25% Senior Notes due 2025 FIRST SUPPLEMENTAL INDENTURE Dated as of March 22, 2017 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee (March 23rd, 2017)

This FIRST SUPPLEMENTAL INDENTURE dated as of March 22, 2017 (this “Supplemental Indenture”) is by and between WellCare Health Plans, Inc. (the “Company”), a Delaware corporation and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

Wellcare Health Plans, Inc. – WellCare Health Plans, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee INDENTURE ____________ Dated as of March 22, 2017 SENIOR DEBT SECURITIES (March 23rd, 2017)

INDENTURE, dated as of March 22, 2017, between WellCare Health Plans, Inc., a Delaware corporation with a principal place of business at 8735 Henderson Road, Tampa, Florida 33634 (the “Corporation”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”).

Wellcare Health Plans, Inc. – WellCare Health Plans, Inc. 5.25% Senior Notes due 2025 Underwriting Agreement (March 9th, 2017)
Wellcare Health Plans, Inc. – WELLCARE HEALTH PLANS, INC. EXECUTIVE SEVERANCE PLAN (Amended and restated effective as of September 29, 2016) (November 1st, 2016)
Wellcare Health Plans, Inc. – WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN PERFORMANCE STOCK UNIT AWARD NOTICE AND AGREEMENT (November 1st, 2016)

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Performance Stock Unit Award Notice and Agreement, including Appendix A attached hereto and incorporated herein, and the terms and conditions of the Stock Unit Award Agreement that is available to you on the Company’s Intranet site and is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units, the vesting of which is conditioned upon the achievement of one or more performance goals set forth on Appendix A attached hereto (“PSUs”), described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.

Wellcare Health Plans, Inc. – WELLCARE REPORTS FIRST QUARTER 2016 RESULTS Company Increases Full-Year 2016 Guidance (May 3rd, 2016)

TAMPA, Fla. (May 3, 2016) - WellCare Health Plans, Inc. (NYSE: WCG) today reported results for the quarter ended March 31, 2016. As determined under generally accepted accounting principles (GAAP), net income for the first quarter of 2016 was $37.1 million, or $0.83 per diluted share. Adjusted net income for the first quarter of 2016 was $47.0 million, or $1.06 per diluted share.

Wellcare Health Plans, Inc. – WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT (March 31st, 2016)

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Restricted Stock Unit Award Notice and Agreement, including Appendix A attached hereto and incorporated herein, and the terms and conditions of the Stock Unit Award Agreement that is available to you on the Company’s Intranet site and is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units, the vesting of which is conditioned upon the achievement of the performance goal set forth on Appendix A attached hereto (“RSUs”), described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.