Attached files
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| EX-10.1 - CONSULTING AGREEMENT - WELLCARE HEALTH PLANS, INC. | oneilconsultingagreement.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 16,
2009
WELLCARE
HEALTH PLANS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32209
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47-0937650
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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8735
Henderson Road, Renaissance One
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Tampa,
Florida
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33634
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(813) 290-6200
Not
Applicable
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
December 16, 2009, WellCare Health Plans, Inc. (the “Company”)
and its wholly-owned subsidiary Comprehensive Health Management, Inc. (“CHMI”),
entered into a letter agreement with Thomas F. O’Neil III (the “Consulting
Agreement”).
Mr.
O’Neil currently serves as Vice Chairman of the Company. Pursuant to
the Amended and Restated Employment Agreement, dated June 3, 2009, among Mr.
O’Neil, the Company and CHMI (the “Employment
Agreement”), Mr. O’Neil’s employment as Vice Chairman will terminate on
December 31, 2009.
The
Consulting Agreement provides that Mr. O’Neil will provide consulting services
to the Company from January 1, 2010 through June 30, 2010 (the “Consulting
Term”) and will receive a fee of $31,250 per month. The amount
of this fee is subject to adjustment based on, among other things, the level and
quality of consulting services provided by Mr. O’Neil. In addition,
the restricted stock, restricted stock units and stock options awarded to Mr.
O’Neil during his employment with CHMI will continue to vest during the
Consulting Term in accordance with the vesting schedules set forth in the
applicable equity award agreements between the Company and Mr.
O’Neil.
Pursuant
to the Consulting Agreement, the restrictions in Article 5 of the Employment
Agreement, including those relating to confidential information and intellectual
property, will remain in effect after the termination of the Employment
Agreement and will apply to Mr. O’Neil’s service as a consultant. The
restrictions on Mr. O’Neil in Article 5 of the Employment Agreement that relate
to non-competition and non-solicitation are extended to apply for an additional
six months, or one year from June 30, 2010.
In the
event the Company terminates the Consulting Agreement prior to the end of the
Consulting Term, the Company will pay to Mr. O’Neil, in a lump sum, the unpaid
consulting fees that would have been payable through the end of the Consulting
Term. In addition, any outstanding equity awards that would have
vested during the Consulting Term will immediately vest. No such
payment would be due, and no such accelerated vesting would occur, if the
Company terminates the Consulting Agreement by written notice in the event of a
material breach of its terms by Mr. O’Neil. Mr. O’Neil may terminate
the Consulting Agreement prior to the end of its term by giving 45 days advance
written notice to the Company.
The
foregoing description does not purport to be a complete description of the
parties’ rights and obligations under the Consulting Agreement or the Employment
Agreement and is qualified in its entirety by reference to the Consulting
Agreement and the Employment Agreement which are attached hereto and
incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
The
following exhibits are filed as part of this report:
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INCORPORATED
BY REFERENCE
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Exhibit
Number
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Description
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Form
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Filing
Date
With
SEC
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Exhibit
Number
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Filed
herewith
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10.2
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Amended
and Restated Employment Agreement, dated June 3, 2009, among Thomas F.
O’Neil III, WellCare Health Plans, Inc. and Comprehensive Health
Management, Inc.
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8-K
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June
4, 2009
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10.1
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: December
18, 2009
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WELLCARE
HEALTH PLANS, INC.
/s/
Heath
Schiesser
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Heath
Schiesser
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President
and Chief Executive Officer
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Exhibit
Index
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INCORPORATED
BY REFERENCE
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Exhibit
Number
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Description
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Form
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Filing
Date
With
SEC
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Exhibit
Number
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Filed
herewith
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10.2
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Amended
and Restated Employment Agreement, dated June 3, 2009, among Thomas F.
O’Neil III, WellCare Health Plans, Inc. and Comprehensive Health
Management, Inc.
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8-K
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June
4, 2009
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10.1
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