November 17, 0000
Xxxxx X. Xxxxxx, Xxx.
XX Xxx 000
Xxxxxx, XX 00000
Dear Xx. Xxxxxx:
This letter agreement outlines the terms and conditions of your employment by
The WellCare Management Group, Inc. ("WellCare" or the "Company") as Vice
President of Legal and Governmental Affairs. You represent and warrant that you
are an attorney licensed to practice in New York State and in good standing in
all jurisdictions in which you are licensed as an attorney and that there are no
disciplinary or censure proceedings pending against you. You further represent
and warrant that you will advise the Company immediately in the event your
license is suspended or revoked in any jurisdiction or in the event a
disciplinary or censure proceeding is commended against you.
1. You will report directly to the President/CEO of the Company. Your duties
shall include, but not be limited to, supervision of the Legal Department,
Medicare, Medicaid and Child Health Plus Departments.
2. Your salary will be $5,000.00 per biweekly pay period ($130,000.00 on an
annualized basis), less applicable withholdings and deductions, payable in
accordance with WellCare's normal payroll practices. Your salary will be
reviewed annually and may be increased at the sole discretion of WellCare.
You will devote your full time and effort to the business affairs of
WellCare.
3. You will be eligible to receive a discretionary annual bonus. The issuance
and amount of this bonus, if any, is not guaranteed and shall be determined
at the sole discretion of WellCare. You must be actively employed by
WellCare on the day bonus payments are made to be eligible to receive a
bonus.
4. You will be eligible to participate in the benefit plans of the Company as
such are available to other employees of similar rank and authority,
including the Executive Life Insurance Plan and the Executive Long-Term
Disability Plan, in accordance with the terms of the applicable plan
documents, subject to the company's right to amend, modify and/or terminate
any or all of its benefit plans at any time in its sole discretion.
WellCare will provide you with and pay for the costs of Employed Lawyers
Professional Liability Insurance in a minimum of $2,000,000 during your
employment with the Company. You will also receive Continuing Legal
Education costs and professional society dues in the amount of $3,000 per
annum at the Company's expense to be paid by the Company throughout the
year upon presentation of enrollment forms or documentation of expenses.
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5. While employed by the company, the Company shall provide you with five (5)
weeks vacation time per annum, subject to the Company's policy regarding
accrual of vacation time. Any vacation time described in this Paragraph 5
may be taken at such times and in such period consistent with Company
policy and business necessity.
6. You will receive a monthly car allowance in the amount of $500.00, less
applicable withholdings and deductions, in accordance with the terms and
conditions of the Vehicle Allowance Policy. You are fully responsible for
having a reliable vehicle, in good running order, condition and appearance,
for work at WellCare. You are fully responsible for the monthly payments
that may be associated with this vehicle as well as other expenses,
including but not limited to maintenance, insurance, and gasoline. Mileage
incurred as a direct result of travel on behalf of WellCare shall be
reimbursable by WellCare in accordance with Company policy.
7. The Company shall reimburse you for all reasonable expenses incurred or
paid by you in connection with, or related to, the business of the Company
and the performance of your duties or responsibilities as described herein,
upon presentation of the appropriate documentation, expense statements,
vouchers and/or such other supporting information as the Company may
reasonably request.
8. Your employment shall be subject to the rules and regulations of the
Company, including but not limited to, the policies and procedures
contained in the WellCare policy and procedure manual, and subject to
WellCare's right to amend, modify and/or terminate any or all of its
policies and procedures at any time. You are also required to comply with
all applicable legal, regulatory, and ethical requirements.
9. This letter agreement is not a guarantee of employment for a specific
period of time. Your employment by the Company is (at will), which means
that either you or the Company may terminate your employment at any time,
for any reason. In the event you exercise your rights under this Paragraph
9 to terminate your employment with WellCare, you shall provide 30 days
prior written notice to the Company.
10. If your employment is terminated by the Company without Cause, as defined
below, you shall have no right to receive any compensation or benefits
hereunder on and after the effective date of termination other than (i) six
months' salary, at the rate in effect at the time of termination, less
applicable withholdings and deductions, payable biweekly, in accordance
with the Company's normal payroll practices, provided you execute a waiver
and release agreement prepared by WellCare at that time; (ii) continuation
of your group health and dental insurance coverage, pursuant to COBRA, if
eligible, at the active employee rate and Executive Life Insurance and
Long-Term Disability Plans, for a period of (a) 6 months from the date of
your termination of employment, provided you execute a waiver and release
agreement prepared by WellCare at that time; and (iii) salary and unused
vacation earned and accrued prior to the effective date of termination.
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11. If your employment is terminated by the Company for Cause, as defined
below, or you voluntarily resign your employment with the Company, you
shall have no right to receive any compensation or benefits hereunder on
and after the effective date of termination other than salary and unused
vacation earned and accrued prior to the effective date of termination. In
the event of your death or "disability", as defined in the Company's
Long-Term Disability Plan, you shall have no right to receive any
compensation or benefits hereunder after the last day of your active
employment with the Company, except that the Company shall pay to your
estate, designated beneficiaries, or legal representatives, as applicable,
salary and unused vacation earned and accrued as of your last day of active
employment with the Company.
12. For purposes of this Agreement, "Cause" means (i) the loss or suspension of
your license to practice law in any jurisdiction; (ii) a violation of any
disciplinary rule, standard or canon of professional ethics; (iii) a
conviction or plea of guilty or nolo contendere to a felony, a crime of
moral turpitude, dishonesty, breach of trust or unethical business conduct,
or any crime involving the business of the Company; (iv) a material
violation of Company policy or procedure; (v) in the performance of your
duties hereunder you engage in (A) willful misconduct, (B) willful or gross
neglect, (C) fraud, (D) misappropriation, (E) embezzlement or (F) theft;
(vi) you breach this Agreement in any material respect and fail to cure the
breach within 30 days of written notice by WellCare or; (vii) you are
adjudicated in any civil suit, or acknowledge in writing in any agreement
or stipulation, the commission of any theft, embezzlement, fraud, or other
act of dishonesty involving the Company.
13. All confidential information that you may now possess, may obtain during or
after your employment with WellCare or may create during your employment
with WellCare, and all other confidential information relating to the
business of WellCare or of any affiliated entity of WellCare, shall not be
published by you, disclosed or made accessible by you to any other person,
firm, corporation or entity or otherwise used by you either during or after
your employment, except, during your employment, in the business of and for
the benefit of WellCare.
14. The company agrees to indemnify you with respect to matters arising in
connection with your employment by the Company to the fullest extent
permitted by the New York Business Corporation Law.
15. This Agreement constitutes the entire understanding and contains a complete
statement of all the agreements between you and WellCare and supersedes all
prior to contemporaneous verbal or written agreements, understandings or
communication, including that certain Letter of Understanding between you
and WellCare Management Group, Inc. dated April 24, 1995, as amended. Any
subsequent agreement or representation shall not be binding on WellCare
unless contained in a writing signed by you and the President/CEO of the
Company.
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16. This Agreement shall be governed by, construed, interpreted and enforced in
accordance with the laws of the State of New York without regard to
principles of conflicts of law.
Please indicate your agreement to these arrangements by signing below.
Very truly yours,
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
President/CEO
Accepted & Agreed:
/s/ Xxxxx X. Xxxxxx, Esq.
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Xxxxx X. Xxxxxx, Esq.
Date:
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