WellCare
Health Plans, Inc.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Delaware
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47-0937650
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(State
or Other Jurisdiction of Incorporation Organization)
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(I.R.S.
Employer Identification No.)
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8725
Henderson Road, Renaissance One
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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(813)
290-6200
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Registrant’s
telephone number, including area code
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Common
Stock, par value $0.01 per share
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New
York Stock Exchange
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|||
(Title
of Class)
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(Name
of Each Exchange on which Registered)
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Large
Accelerated Filer x
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Accelerated Filer o | ||
Non-Accelerated
Filer o
(Do not check if a smaller reporting company)
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Smaller
Reporting Company o
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Page
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EXPLANATORY
NOTE
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PART
III
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2
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6
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34
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38
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40
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PART
IV
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41
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•
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Formation of the regulatory
compliance committee. As discussed in the 2008 Form
10-K, our Board formed a Regulatory Compliance Committee to oversee our
compliance activities and programs. The committee receives periodic
reports from our Chief Compliance Officer and is responsible for oversight
of management’s Corporate Compliance Committee, which is discussed
below.
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•
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Appointment of the chief
compliance officer. Our new Chief Compliance Officer reports
directly to our Chief Executive Officer and the Regulatory Compliance
Committee. The Chief Compliance Officer is responsible for monitoring
regulatory reporting and regulatory communications, affiliated company
arrangements, and political contributions and fund-raising, among other
things.
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•
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Reorganization of the
compliance department. We have separated the compliance
function from our legal department and created a standalone compliance
department under the supervision of our Chief Compliance Officer. In
addition, under the leadership of our Chief Compliance Officer, the
compliance department has been reorganized into the following units:
Medicare, Medicaid, privacy and corporate
compliance.
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•
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Enhanced corporate compliance
committee. Our corporate compliance committee operates under a
charter approved by the Board’s Regulatory Compliance
Committee. The reconstituted Corporate Compliance Committee is
chaired by our Chief Compliance Officer and comprised of other members of
senior management, including our General Counsel, Chief Operating Officer,
Chief Medical Officer and leaders of our Medicare and Medicaid businesses.
The Corporate Compliance Committee has recently introduced iCare, an
improved corporate ethics and compliance program for all of our lines of
business and corporate functions. In addition, the Corporate Compliance
Committee reviews areas of legal, regulatory and compliance risk
throughout the Company and, under the oversight of the Regulatory
Compliance Committee, is responsible for developing appropriate policies
and procedures to address such
risks.
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•
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Communications with
regulators. We are implementing a comprehensive program to help us
identify regulatory reporting issues and report such issues to the
appropriate federal or state regulator. The program, which is administered
under the supervision of our Chief Compliance Officer, is designed to
ensure the reliability of the information we communicate to regulators. As
part of this program, we have established an internal certification
process relating to the data contained in, and preparation of, the reports
that we file with regulators. In addition, we will audit sample reports we
have filed with state regulators to confirm that they were prepared in
compliance with applicable law and are otherwise accurate and
complete.
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•
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Effective compliance
training. iCare includes mandatory compliance training programs, or
training modules, for all associates. So far, we have implemented a
general compliance training module and a training module on fraud, waste
and abuse,
and intend to add new training modules from time to time. These training
modules are designed to strengthen our associates’ competency, independent
judgment and identification of potential violations of applicable law or
company policy.
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•
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Enhanced communication of
non-retaliation policies and improved reporting channels. As an
integral part of the iCare program, we are re-emphasizing to all of our
associates that any form of employee retaliation or retribution is
prohibited and will result in disciplinary action, including possible
termination. We are also continuing to encourage our associates to express
concerns or report violations of which they have become aware or have
observed. Associates may express concerns through a variety of
channels, including an anonymous telephonic hotline, the Company’s
compliance intranet, or by contacting directly our Chief Compliance
Officer or any member of our legal
department.
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•
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Enhancement of written
policies and procedures. We have adopted new or revised written
policies and procedures to reflect a clear commitment to corporate
integrity and compliance and a duty to report. As part of this process,
earlier this year the Board adopted a new Code of Conduct, which replaced
our previous standards of conduct. The Code of Conduct applies to all of
our directors and associates, including our Chief Executive Officer, Chief
Financial Officer and Chief Accounting Officer. Collectively, these
written policies will serve as guiding principles that emphasize, among
other things, our commitment to financial reporting
integrity.
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Annual
Board Fee
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Annual
Audit
Committee
Chair Fee
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Annual Audit
Committee
Non-Chair
Member Fee
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Annual
Special
Committee
Chair Fee
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Annual
Special
Committee
Non-Chair
Fee
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Annual Fee
for Serving
As the Chair
of Other
Committees(1)
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Annual Fee
for Serving
as a Non-
Chair
Member of
Other
Committees(1)
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Annual
Lead
Director
Fee
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||||||||||||||||
$
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37,500
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$
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10,000
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$
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5,000
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$
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90,000
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$
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60,000
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$
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2,500
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$
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2,000
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$
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10,000
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||||||||
(1)
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These
fees are for the Compensation Committee, the Nominating and Corporate
Governance Committee, the Regulatory Compliance Committee and the Health
Care Quality and Access Committee.
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Annual
Board Fee
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Annual
Audit
Committee
Chair Fee
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Annual
Audit
Committee
Non-Chair
Member Fee
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Annual
Special
Committee
Chair Fee
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Annual
Special
Committee
Non-Chair
Fee
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Annual
Special
Litigation Committee Fee
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Annual Fee
for Serving
As the Chair
of Other
Committees(1)
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Annual Fee
for Serving
as a Non-
Chair
Member of
Other
Committees(1)
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Annual
Lead
Director
Fee
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||||||||||||||||||
$
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50,000
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$
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20,000
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$
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12,000
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$
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90,000
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$
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60,000
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$
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90,000
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$
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12,000
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$
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8,000
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$
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15,000
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|||||||||
(1)
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These
fees are for the Compensation Committee, the Nominating and Corporate
Governance Committee, the Regulatory Compliance Committee and the Health
Care Quality and Access Committee.
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·
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One
hundred percent (100%) of the value of shares of the Company’s common
stock owned individually, either directly or indirectly, including vested
and unvested restricted stock or restricted stock unit awards or shares
acquired upon exercise of stock
options;
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·
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Shares
of the Company’s common stock owned jointly, or separately by a spouse,
domestic partner and/or minor children, directly or
indirectly.
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Name
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Fees Earned or
Paid in
Cash
($)
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Stock
Awards(1)
($)
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Option
Awards(1)
($)
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Total
($)
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|||||
Robert
Graham
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50,250
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125,170
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—
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175,420
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|||||
Regina
Herzlinger
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59,875
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—
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1,189
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61,064
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|||||
Kevin
Hickey
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57,375
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—
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594
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57,969
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|||||
Alif
Hourani
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57,125
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—
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594
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57,719
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|||||
Ruben
King-Shaw, Jr.
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123,750
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—
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594
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124,344
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|||||
Christian
Michalik
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129,625
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—
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594
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130,219
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|||||
Neal
Moszkowski
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164,375
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125,180
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—
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289,555
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|||||
David
Gallitano(2)
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—
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—
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—
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—
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(1)
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The
amounts included in the “Stock Awards” and “Option Awards” columns are the
amounts of compensation cost related to restricted stock and stock option
awards, respectively, recognized by us in our financial statements during
fiscal year 2008 in accordance with Statement of Financial Accounting
Standards No. 123R (“FAS 123R”). Pursuant to SEC rules,
the amounts shown exclude the impact of estimated forfeitures related to
service-based vesting conditions, as applicable. These amounts
reflect our accounting expense for these awards and do not correspond to
the actual value that will be realized by the directors. For a
discussion of valuation assumptions and methodologies, see Note 2 to our
2008 consolidated financial statements included in our annual report on
Form 10-K for the year-ended December 31,
2008.
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(2)
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Mr. Gallitano
was appointed to our Board of Directors in March
2009.
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Option Awards
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Stock
Awards
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||||||||||||
Name
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Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
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Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
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Option
Exercise
Price
($)
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Option
Expiration
Date
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Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
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Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested(1)
($)
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|||||||
Robert
Graham
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10,693
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—
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90.05
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10/26/11
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1,389
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(2)
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17,863
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||||||
3,790
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—
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90.52
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12/12/11
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—
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—
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||||||||
Regina
Herzlinger
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10,000
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—
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17.00
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07/07/14
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—
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—
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|||||||
7,000
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—
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36.45
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07/27/12
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—
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—
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||||||||
6,500
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—
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47.40
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06/07/13
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—
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—
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||||||||
5,128
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—
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90.52
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12/12/11
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—
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—
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||||||||
Kevin
Hickey
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5,000
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—
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17.00
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07/07/14
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—
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—
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|||||||
4,500
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—
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36.45
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07/27/12
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—
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—
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||||||||
5,000
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—
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47.40
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06/07/13
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—
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—
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||||||||
3,790
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—
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90.52
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12/12/11
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—
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—
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||||||||
Alif
Hourani
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5,000
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—
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17.00
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07/07/14
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—
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—
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|||||||
4,500
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—
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36.45
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07/27/12
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—
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—
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||||||||
5,000
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—
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47.40
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06/07/13
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—
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—
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||||||||
3,790
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—
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90.52
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12/12/11
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—
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—
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||||||||
Ruben
King-Shaw, Jr.
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1,875
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—
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17.00
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07/07/14
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—
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—
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|||||||
5,000
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—
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47.40
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06/07/13
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—
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—
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||||||||
3,790
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—
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90.52
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12/12/11
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—
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—
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||||||||
Christian
Michalik
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33,657
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—
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6.47
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12/31/13
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—
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—
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|||||||
5,000
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—
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17.00
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07/07/14
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—
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—
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||||||||
4,500
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—
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36.45
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07/27/12
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—
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—
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||||||||
5,000
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—
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47.40
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06/07/13
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—
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—
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||||||||
3,790
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—
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90.52
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12/12/11
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—
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—
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||||||||
Neal
Moszkowski
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10,495
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—
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91.64
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10/20/11
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1,364
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(3)
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17,541
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||||||
3,790
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—
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90.52
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12/12/11
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—
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—
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||||||||
David
Gallitano(4)
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—
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—
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—
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—
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—
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—
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(1)
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Value
based on $12.86 per share which was the closing price of our common stock
on the NYSE on December 31, 2008.
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(2)
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These
shares vested on April 26, 2009.
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(3)
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These
shares vested on April 20, 2009.
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(4)
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Mr. Gallitano
was appointed to our Board of Directors in March
2009.
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Option Awards
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Stock Awards
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||||||||
Name
|
Number of
Shares
Acquired
on Exercise
(#)
|
Value Realized
on Exercise(1)
($)
|
Number of
Shares
Acquired
on Vesting
(#)
|
Value Realized
on Vesting(2)
($ )
|
|||||
Robert
Graham
|
—
|
—
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1,388
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56,936
|
|||||
Regina
Herzlinger
|
—
|
—
|
—
|
—
|
|||||
Kevin
Hickey
|
—
|
—
|
—
|
—
|
|||||
Alif
Hourani
|
—
|
—
|
—
|
—
|
|||||
Ruben
King-Shaw, Jr.
|
—
|
—
|
—
|
—
|
|||||
Christian
Michalik
|
—
|
—
|
—
|
—
|
|||||
Neal
Moszkowski
|
—
|
—
|
1,364
|
58,106
|
|||||
David
Gallitano(3)
|
—
|
—
|
—
|
—
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(1)
|
The
value realized is calculated by multiplying the number of shares by the
difference between the market price of our common stock at time of
exercise and the exercise price of the stock option.
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(2)
|
The
value realized is calculated by multiplying the number of shares vested by
the closing market price of our common stock on the date of
vesting.
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(3)
|
Mr. Gallitano
was appointed to our Board of Directors in March
2009.
|
|
·
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Heath
G. Schiesser and Todd S. Farha, two individuals who served as our
principal executive officer during
2008;
|
|
·
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Thomas
L. Tran and Paul L. Behrens, two individuals who served as our principal
financial officer during 2008;
|
|
·
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Charles
G. Berg, Adam T. Miller and Thomas F. O’Neil III, our three other most
highly compensated executive officers who were serving as executive
officers at the end of 2008; and
|
|
·
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Anil
Kottoor, an individual who would have been one of our three other most
highly compensated executive officers if he had served as an executive
officer at the end of 2008.
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2008 Peer
Group
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· Aetna
Inc.
|
· Express
Scripts Inc.
|
|
·
Amerigroup Corp.
|
· Health
Net, Inc.
|
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· Centene
Corp.
|
·
Healthspring Inc.
|
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· Cigna
Corp.
|
·
Humana, Inc.
|
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·
Coventry Health Care, Inc.
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· Sierra
Health Services, Inc.
|
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·
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Watson
Wyatt 2007/08 Survey Report on Top Management
Compensation;
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·
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Watson
Wyatt 2007/08 Survey Report on Health, Annuity, and Life Insurance
Management Compensation;
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·
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2007
U.S. Mercer Benchmark Database: Executive Survey Report;
and
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·
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2007
Mercer Integrated Health Networks (IHN): U.S. Integrated Health Networks
Compensation Survey Suite.
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·
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cash
compensation paid to our executives in the aggregate, consisting of base
salary and annual incentive cash compensation, was 16% below the median of
the market data; and
|
|
·
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ongoing
equity awards to our executives in the aggregate was 40% above the 75th percentile of the
market data.
|
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·
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base
salary adjustments;
|
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·
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annual
cash bonus awards related to prior fiscal year performance based on
targets established in the prior fiscal
year;
|
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·
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long-term
incentive awards based on targets established in the prior fiscal
year;
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·
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new
annual cash bonus targets; and
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·
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new
long-term incentive targets.
|
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·
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base
salary;
|
|
·
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an
annual cash bonus;
|
|
·
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long-term
incentive awards in the form of cash, restricted stock and stock options;
and
|
|
·
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retention-related
incentive awards in the form of cash and stock
options.
|
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·
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Annual
merit increases. The Compensation Committee begins to
review potential merit increases in February and merit increases, if any,
are usually effective in mid-February or early March. Annual
merit increases are not guaranteed and any adjustments take into account
the individual’s performance, responsibilities and
experience. When making these determinations, the Compensation
Committee relies to a large extent on the Chief Executive Officer’s
evaluation of the performance of executive officers who report directly to
him.
|
|
·
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Promotions
or changes in role. The Compensation Committee may
determine to increase an executive’s base salary to recognize
an increase in responsibilities resulting from a change in an executive’s
role or a promotion to a new position. The Compensation
Committee considers new responsibilities, market data and internal pay
equity in addition to past performance and experience when approving any
such salary increases.
|
|
·
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Market
adjustments. Market adjustments may be awarded to an
executive when, in the judgement of the Compensation Committee, a
significant gap between the market data and the individual’s base salary
is recognized. In general, market adjustments are determined as
part of the annual merit review
process.
|
Bonus
Payout
|
=
|
Pre-Established
Bonus Target
|
x
|
Company
Performance Modifier
|
x
|
Individual
Performance Modifier
|
|
·
|
budgets
that were achieved, including revenue, membership and selling, general and
administrative expenses (when adjusted to exclude investigation-related
expenses);
|
|
·
|
budgets
that were not achieved, including
earnings;
|
|
·
|
expansion
into the Hawaii market;
|
|
·
|
Medicare
growth versus our industry’s growth
rate;
|
|
·
|
major
projects, including the completion of CMS and NCQA audits and Medicaid
compliance;
|
|
·
|
medical
cost improvements in our Ohio
market;
|
|
·
|
improving
regulatory relationships; and
|
|
·
|
our
stock price performance.
|
|
·
|
2008 Annual
Cash Bonus Targets. For 2008,
the Compensation Committee established new annual cash bonus targets for
Messrs. Kottoor and Miller for their annual cash bonus to be paid in
March 2009 (the annual cash bonus related to fiscal year 2008
performance is referred to as the “2008 Annual Cash Bonus
Award”). Mr. Kottoor’s target was increased from 35% of base
salary to 80% of base salary. Mr. Miller’s target was increased
from 50% of base salary to 80% of base salary. The new bonus
targets were largely based on the recommendation of Mr. Schiesser and
reflected the Compensation Committee’s desire to target total cash
compensation of Messrs. Kottoor and Miller at the 70th percentile of the
market data. As a result of the further discussions with
Mr. Miller in April 2008, as discussed above under “Base Salary – Fiscal Year
2008,” the Compensation Committee approved increasing
Mr. Miller’s fiscal year 2008 bonus target from 80% to 100% of base
salary.
|
|
|
Messrs.
Schiesser, Tran, Berg and O’Neil were each hired for their respective
positions during 2008. Each of these executives, with the
exception of Mr. Berg, negotiated an annual cash incentive bonus target in
connection with being recruited as discussed above. Although
Mr. Berg did not negotiate a specific target, his employment agreement provides that he is eligible to receive an annual cash
bonus as determined in the discretion of the Compensation
Committee. For 2008, and as set forth in their respective
employment agreements, the annual cash bonus targets for Messrs.
Schiesser, Tran and O’Neil are 200%, 100% and 50% of base salary,
respectively. In addition, Messrs. Tran and O’Neil negotiated
guaranteed
minimum bonuses of $475,000 (pro rated for the portion of the calendar
year employed) and $250,000, respectively, for the initial calendar year
of employment. See “Employment
Agreements with Named Executive Officers” below for a description
of these agreements.
|
||
|
·
|
2008 Annual
Cash Bonus Awards. Applying
the company performance modifier of 60% and Mr. Miller’s individual
performance modifier of 115% to Mr. Miller’s annual cash bonus target
(100% of base salary) resulted in a payout of $276,000, or 69% of his base
salary, in 2009 related to 2008 performance. Messrs. Tran and
O’Neil received the guaranteed minimum bonus payouts of $212,706 and
$250,000, respectively, in 2009 related to 2008 performance, each in
accordance with the terms of their respective employment
agreements. Pursuant to the terms of his severance agreement,
Mr. Kottoor was paid a bonus in the amount of $201,600, as discussed below
under “Separation
Agreements” and “Potential Payments to Named
Executive Officers upon Termination or Change in
Control.” As discussed above, Messrs. Schiesser and Berg
requested that they not be paid cash bonuses for 2008. As
discussed below under “Separation Agreements”
and “Potential Payments
to Named Executive Officers upon Termination or Change in Control,”
no bonuses were awarded to Messrs. Farha and Behrens for fiscal year
2008.
|
|
·
|
2008
Long-Term Incentive Targets. In
March 2008, in order to impose more structure and consistency to our
equity compensation program, the Compensation Committee set long-term
incentive targets for each of Messrs. Kottoor and
Miller. Expressed as a percentage of each officer’s fiscal year
2008 base salary, the long-term incentive targets were established at 150%
for each executive and were determined based on the desire of the
Compensation Committee to target annual and long-term incentive
compensation at the 50th to 75th percentile of the
market data. Although the long-term incentive targets were first
established by the Compensation Committee and communicated to the
executives in March 2008, these targets were used to determine the
long-term incentive awards made in March 2008 and were also the
basis for determining the long-term incentive awards to be made in
March 2009 (other than for Mr. Kottoor, whose annual 2009
long-term incentive award was determined in connection with the
termination of his employment effective December 19, 2008) (the
long-term incentive award related to fiscal year 2008 performance is
referred to as the “2008 Long-Term
Incentive”).
|
|
·
|
2008
Long-Term Incentive Stock Option Award. As
discussed above, each executive’s long-term incentive award granted in
March 2008 (related to fiscal year 2007 performance) was divided
between a stock option award and a potential performance-based long-term
cash incentive award, each as described in more detail
below. In March 2008, based on the recommendation of
Mr. Schiesser, the Compensation Committee approved a stock option
award to purchase 17,898 shares of common stock for Mr. Kottoor and a
stock option award to purchase 16,004 shares of common stock for Mr.
Miller. The options have an exercise price of $43.45 per share
and will vest in equal annual installments on each of the first through
fourth anniversaries of the grant date of the award. These
stock option awards were determined based on 50% of each executive’s
long-term incentive target, adjusted based on each executive’s overall
fiscal year 2007 performance. In determining the size of Mr.
Kottoor’s award, the Compensation Committee considered his progress in
building our information technology team, upgrading and stabilizing our
information technology systems and building new capabilities in our
enrollment process. In determining the size of Mr. Miller’s
award, the Compensation Committee considered the growth in our private
fee-for-service business and Mr. Miller’s leadership in addressing
compliance concerns with CMS. See the table entitled “Grants of Plan-Based
Awards” below for details regarding these equity
awards.
|
|
·
|
2008
Special Performance-Based Long-Term Cash Incentive Award. As stated
above, in March 2008, each of Messrs. Kottoor and Miller
received an annual equity award consisting solely of stock options which
represented half of their targeted long-term incentive award opportunity
related to fiscal year 2007 performance. Because we could not
issue restricted stock for the other half of their long-term incentive
award opportunity due to securities law restrictions we were then subject
to as discussed above, the Compensation Committee approved a special
performance-based long-term cash incentive opportunity (the “2008 Special
Performance-Based Long-Term Cash Incentive Award”), payable in
September 2009 (other than for Mr. Kottoor, as discussed below),
in lieu of a restricted stock award. All associates eligible to
receive a long-term incentive award in March 2008, including
Messrs. Kottoor and Miller, are eligible to participate in this
special incentive program.
|
|
The
target amounts for each associate, including Messrs. Kottoor and
Miller, were determined by the Compensation Committee based on 50% of each
executive’s targeted long-term incentive award opportunity, as adjusted
for individual performance. The target amounts are subject to
increase or decrease by the Board by up to 50% at the conclusion of the
period based on the Board’s subjective review of the Company’s performance
during the period (that is, March 2008 through
September 2009). Mr. Kottoor was awarded a target amount
of $354,375 and Mr. Miller was awarded a target amount of
$316,875. As a result of the termination of Mr. Kottoor’s
employment, Mr. Kottoor’s bonus was paid at target on
December 29, 2008 pursuant to the terms of his severance
agreement. See “Separation Agreements”
and “Potential
Payments to Named Executive Officers
upon Termination or Change in Control” below for the 2008 Special
Performance-Based Long-Term Cash Incentive Award paid to
Mr. Kottoor.
|
|
·
|
2008 New
Hire Equity Awards. As discussed above, Messrs.
Schiesser, Tran, Berg and O’Neil each negotiated an initial equity award
of restricted stock and non-qualified stock options in connection with
being recruited in 2008. For a description of their initial equity awards,
see “Negotiation of
Employment Agreement Terms for 2008 Hires” above and “Employment Agreements with
Named Executive Officers” below. See also the table
entitled “Grants of
Plan-Based Awards” below for details regarding these equity
awards.
|
|
·
|
2009
Long-Term Incentive Targets. Messrs.
Schiesser, Tran, Berg and O’Neil were each hired for their respective
positions during 2008. Only Mr. Tran negotiated a long-term
incentive target in connection with being hired, equal to 150% of base
salary and included a guaranteed minimum for the initial calendar year of
employment. Although Messrs. Schiesser, Berg and O’Neil did not
negotiate specific targets, their respective employment agreements provide
that each is eligible to receive
an annual equity award as determined in the discretion of the Compensation
Committee. In March 2009, the Compensation Committee determined to
establish a long-term incentive target for Mr. O’Neil at 150% of base
salary, which was applied to awards related to fiscal year 2008
performance and also will be the basis for determining his long-term
incentive awards in future years, unless otherwise adjusted by the
Compensation Committee. Mr. O’Neil’s target was determined by
the Compensation Committee to be reasonable and in line with the other
senior executives at Mr. O’Neil’s level, based in part on market data
provided by Watson Wyatt.
|
As discussed above, the Compensation Committee has not established long-term incentive targets for Messrs. Schiesser or Berg. No changes were made to long-term incentive targets for fiscal year 2009 for any of the named executive officers for their long-term incentive awards to be granted, if at all, in March 2010. |
|
·
|
2009
Long-Term Cash Bonus Awards. As discussed above, due to
the limitations on shares available for issuance under our 2004 Equity
Plan and current volatile economic conditions as well as restrictions on
our ability to grant restricted stock in March 2009, in lieu of
awarding an executive’s long-term incentive related to fiscal year 2008
performance entirely in equity, the Compensation Committee determined to
approve a special long-term potential cash incentive representing 50% of
an executive’s long-term incentive award opportunity. All
associates eligible to receive a long-term incentive award in
March 2009, other than Messrs. Schiesser and Berg, were granted a
2009 Long-Term Cash Bonus Award. In March 2009, at the request
of Mr. Schiesser, Mr. Tran agreed to an amendment to his employment
agreement providing for a cash award in lieu of 50% of the equity award
that he would otherwise be entitled to receive under his employment
agreement.
|
|
The
target amounts for each associate, including Messrs. Tran, Miller and
O’Neil, were determined by the Compensation Committee based on 50% of each
executive’s targeted long-term incentive award opportunity, as adjusted
for individual performance. Applying the company performance
modifier of 60% and each executive’s individual performance modifier as
discussed above to 50% of each executive’s long-term incentive target
results in awards of $159,530, $207,000 and $254,052 to Messrs. Tran,
Miller and O’Neil respectively. As provided under the 2009
Long-Term Cash Bonus Plan, 50% of each executive’s award will be paid in
September 2010 and 50% will be paid in September 2011, each payment
subject to continued employment. The 2009 Long-Term Cash Bonus
Plan also provides for acceleration of any unpaid amounts in the event an
executive’s employment is terminated without cause within one year
following a change in control. As stated above, no long-term
cash awards were made to Messrs. Schiesser or
Berg.
|
|
·
|
2009 Equity
Awards. As discussed above, due to the limitations on
shares available for issuance under our 2004 Equity Plan and current
volatile economic conditions as well as restrictions on our ability to
grant restricted stock in March 2009, the Compensation Committee has
deferred making determinations with regard to the other half of long-term
incentive awards related to 2008 performance until a later
date. The Compensation Committee has not determined when, if at
all, equity awards will be granted in
2009.
|
|
·
|
wrongdoing
that contributed to (i) any material misstatement or omission from
any report or statement filed by WellCare with the SEC, or (ii) any
statement, certification, cost report, claim for payment or other filing
made under Medicare or Medicaid that was false, fraudulent, or for an item
or service not provided as claimed;
|
|
·
|
gross
misconduct;
|
|
·
|
breach
of fiduciary duty to the Company;
or
|
|
·
|
fraud,
|
The
Compensation Committee
|
|
Neal
Moszkowski (Chairperson)
Alif
Hourani
Kevin
Hickey
|
Name and
Principal Position
|
Year
|
Salary(9)
($)
|
Bonus(10)
($)
|
Stock
Awards(11)
($)
|
Option
Awards(11)
($)
|
Non-Equity
Incentive Plan Compensation(12)
($)
|
All Other
Compensation(13)
($)
|
Total
($)
|
|||||||||
Heath
G. Schiesser
President
and Chief Executive Officer(1)
|
2008
|
365,292
|
—
|
2,609,963
|
2,379,614
|
—
|
2,722,849
|
8,077,718
|
|||||||||
Todd
S. Farha
Chairman,
President and
Chief
Executive Officer(2)
|
2008
|
109,231
|
—
|
551,132
|
511,894
|
—
|
43,079
|
1,215,336
|
|||||||||
2007
|
400,000
|
—
|
3,383,307
|
2,224,015
|
—
|
86,790
|
6,094,112
|
||||||||||
2006
|
400,000
|
400,000
|
2,758,269
|
1,635,495
|
—
|
77,061
|
5,270,825
|
||||||||||
Thomas
L. Tran
Senior
Vice President and
Chief
Financial Officer(3)
|
2008
|
200,962
|
287,706
|
163,717
|
139,165
|
—
|
41,309
|
832,859
|
|||||||||
Paul
L. Behrens
Senior
Vice President and
Chief
Financial Officer(4)
|
2008
|
83,462
|
—
|
80,002
|
39,369
|
—
|
662
|
203,495
|
|||||||||
2007
|
305,000
|
—
|
341,438
|
382,134
|
—
|
—
|
1,028,572
|
||||||||||
2006
|
282,269
|
200,000
|
361,232
|
136,597
|
—
|
4,079
|
984,177
|
Charles
G. Berg
Executive
Chairman(5)
|
2008
|
453,846
|
—
|
4,019,086
|
2,582,640
|
—
|
118,162
|
7,173,734
|
|||||||||
Anil
Kottoor
Senior
Vice President and
Chief
Information Officer(6)
|
2008
|
305,000
|
—
|
1,094,079
|
962,027
|
—
|
718,855
|
3,079,961
|
|||||||||
2007
|
244,231
|
131,250
|
206,013
|
204,504
|
—
|
20,031
|
806,029
|
||||||||||
Adam
T. Miller
Division
President, National Medicare(7)
|
2008
|
381,539
|
276,000
|
295,596
|
538,071
|
162,500
|
6,673
|
1,660,379
|
|||||||||
2007
|
278,077
|
182,000
|
249,320
|
262,261
|
—
|
10,687
|
982,345
|
||||||||||
Thomas
F. O’Neil III
Senior
Vice President,
General
Counsel(8)
|
2008
|
365,385
|
350,000
|
372,862
|
335,826
|
—
|
57,113
|
1,481,186
|
(1)
|
Mr.
Schiesser began his service as principal executive officer in January
2008. Compensation for Mr. Schiesser is provided only for 2008
because he was not a named executive officer for 2006 or
2007.
|
(2)
|
Mr.
Farha’s service as principal executive officer terminated in January
2008.
|
(3)
|
Mr.
Tran began his service as principal financial officer in July
2008. Mr. Tran was not employed by the Company prior to July
2008.
|
(4)
|
Mr.
Behrens’ service as principal financial officer terminated in January
2008.
|
(5)
|
Mr.
Berg began his service as an executive officer in January
2008. Mr. Berg was not employed by the Company prior to January
2008.
|
(6)
|
Mr.
Kottoor’s service as an executive officer terminated in December
2008. Compensation for Mr. Kottoor is provided only for 2007
and 2008 because he was not employed by the Company in
2006.
|
(7)
|
Compensation
for Mr. Miller is provided only for 2007 and 2008 because he was not a
named executive officer for 2006.
|
(8)
|
Mr.
O’Neil began his service as an executive officer in April
2008. Mr. O’Neil was not employed by the Company prior to April
2008.
|
(9)
|
Represents
total salary earned by these named executive officers and includes amounts
of compensation contributed by the named executive officers to our
401(k) savings plan for each respective fiscal
year.
|
(10)
|
Represents
discretionary bonuses earned by the named executive officers during each
respective fiscal year. Mr. Tran’s bonus for 2008 consists of a
signing bonus in the amount of $75,000 and a minimum guaranteed bonus for
2008 in the amount of $212,706. Mr. O’Neil’s bonus for 2008
consists of a signing bonus in the amount of $100,000 and a minimum
guaranteed bonus for 2008 in the amount of $250,000. See “Employment Agreements with
Named Executive Officers” below.
|
(11)
|
The
amounts included in the “Stock Awards” and “Option Awards” columns are the
amounts of compensation cost related to performance shares (with respect
to Mr. Farha only), restricted stock awards and stock option awards,
respectively, recognized by us in our financial statements during fiscal
years 2008, 2007 and 2006, respectively, in accordance with FAS
123R. Pursuant to SEC rules, the amounts shown exclude the
impact of estimated forfeitures related to service-based vesting
conditions. These amounts reflect our accounting expense for these awards
and do not correspond to the actual value that will be realized by the
executives. For a discussion of valuation assumptions and
methodologies, see Note 2 to our 2008 consolidated financial statements
included in our annual report on Form 10-K for the year-ended
December 31, 2008; Note 2 to our 2007
consolidated financial statements included in our annual report on Form
10-K for the year-ended December 31, 2007; Note 2 to our 2006 consolidated
financial statements included in our annual report on Form 10-K for
the year-ended December 31, 2006; and Note 14 to our 2005
consolidated financial statements included in our annual report on
Form 10-K for the year-ended December 31,
2005.
|
(12)
|
Represents
bonus earned by Mr. Miller in 2008 under the WellCare Health Plans, Inc.
Special Retention Bonus Plan. See “Retention-Related Incentive
Awards – Special Retention Bonus” above.
|
(13)
|
The
following table shows the components of the “All Other Compensation” for
fiscal year 2008:
|
Name
|
Year
|
Separation
Payments(1)
($)
|
Housing &
Automobile
Allowance(2)
($)
|
Commuting
Reimbursements(3)
($)
|
Relocation(4)
($)
|
401(k)
Match
($)
|
Legal
Fees and Expenses(5)
($)
|
Tax
Gross-Ups(6)
($)
|
All Other
Compensation
($)
|
||||||||||
Heath
G. Schiesser
|
2008
|
—
|
—
|
—
|
—
|
1,266
|
240,591
|
2,480,992
|
2,722,849
|
||||||||||
Todd
S. Farha
|
2008
|
17,223
|
16,000
|
—
|
—
|
2,100
|
—
|
7,756
|
43,079
|
||||||||||
Thomas
L. Tran
|
2008
|
—
|
30,000
|
3,516
|
538
|
4,925
|
1,380
|
950
|
41,309
|
||||||||||
Paul
L. Behrens
|
2008
|
662
|
—
|
—
|
—
|
—
|
—
|
—
|
662
|
||||||||||
Charles
G. Berg
|
2008
|
—
|
—
|
—
|
—
|
—
|
118,162
|
—
|
118,162
|
||||||||||
Anil
Kottoor
|
2008
|
713,475
|
—
|
—
|
—
|
5,380
|
—
|
—
|
718,855
|
||||||||||
Adam
T. Miller
|
2008
|
—
|
—
|
—
|
—
|
6,673
|
—
|
—
|
6,673
|
||||||||||
Thomas
F. O’Neil III
|
2008
|
—
|
41,400
|
4,369
|
44
|
5,768
|
3,318
|
2,214
|
57,113
|
(1)
|
Represents
amounts paid upon separation of employment. With respect to
Messrs. Farha and Behrens, the amounts represent the value of accrued but
unused vacation days as of their respective dates of termination of
employment. With respect to Mr. Kottoor, the amount represents
the payment made in 2008 pursuant to his separation agreement and general
release. Subject to Mr. Kottoor’s compliance with
non-competition, non-solicitation, confidentiality and non-disparagement
covenants, he is also entitled to additional payments during 2009 and 2010
totalling $666,346. See “Potential
Payments to Named Executive Officers
upon Termination or Change in Control” below.
|
(2)
|
Represents
cash allowances to cover housing and automobile expenses in New York, New
York with respect to Mr. Farha and in Tampa, Florida with respect to
Messrs. Tran and O’Neil. See “Employment Agreements with
Named Executive Officers” below.
|
(3)
|
Represents
amounts paid by the Company or reimbursed to the executive for travel
between executive’s home and the Company’s headquarters in Tampa,
Florida.
|
(4)
|
Represents
amounts paid by the Company for the relocation of Messrs. Tran and
O’Neil to Tampa, Florida in connection with their hire. See
“Employment Agreements
with Named Executive Officers” below.
|
(5)
|
Represents
amounts paid by the Company for legal fees and expenses in connection with
the negotiation of executive’s employment agreement and related
agreements, including, in the case of Messrs. Schiesser and Berg, legal
diligence with regard to the pending governmental investigations and civil
actions. See “Employment Agreements with
Named Executive Officers” below.
|
(6)
|
With
respect to Mr. Schiesser, the amount represents the payment to cover
income taxes in connection with Mr. Schiesser making an election under
Section 83(b) of the Internal Revenue Code of 1986, as amended, with
respect to 100,000 shares of restricted stock granted in January
2008. See “Employment Agreements”
below. With respect to Mr. Farha, the amount represents the
payment to cover income taxes attributed to his housing and automobile
allowance. With respect to Messrs. Tran and O’Neil, the amounts
represent the payments to cover income taxes attributed to their
respective commuting reimbursements. See “Employment Agreements with
Named Executive Officers”
below.
|
Name
|
Grant
Date(1)
|
Approval
Date(1)
|
Estimated
Future Payouts
Under
Non-Equity
Incentive
Plan Awards(2)
|
All Other
Stock
Awards:
Number
of
Shares
of Stock
or Units(3)
(#)
|
All Other
Option
Awards:
Number
of Securities
Underlying
Options(4)
(#)
|
Exercise
or Base
Price of
Option
Awards(5)
($/Sh)
|
Grant
Date Fair
Value of
Stock
and
Option
Awards(6)
($)
|
||||||||||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
|||||||||||||||||
Heath
G. Schiesser
|
01/25/08
|
01/25/08
|
—
|
—
|
—
|
250,000
|
(7)
|
—
|
—
|
10,780,000
|
|||||||||
01/25/08
|
01/25/08
|
—
|
—
|
—
|
—
|
500,000
|
(8)
|
43.12
|
9,599,450
|
||||||||||
Thomas
L. Tran
|
07/21/08
|
07/14/08
|
—
|
—
|
—
|
50,000
|
(9)
|
—
|
—
|
1,461,500
|
|||||||||
07/21/08
|
07/14/08
|
—
|
—
|
—
|
—
|
100,000
|
(9)
|
29.23
|
1,242,320
|
||||||||||
Charles
G. Berg
|
01/25/08
|
01/25/08
|
—
|
—
|
—
|
200,000
|
(10)
|
—
|
—
|
8,624,000
|
|||||||||
01/25/08
|
01/25/08
|
—
|
—
|
—
|
—
|
300,000
|
(11)
|
43.12
|
5,541,750
|
||||||||||
Anil
Kottoor
|
—
|
—
|
177,188
|
354,375
|
531,563
|
—
|
—
|
—
|
—
|
||||||||||
03/05/08
|
03/05/08
|
—
|
—
|
—
|
—
|
55,000
|
(12)
|
45.25
|
737,088
|
||||||||||
03/06/08
|
03/06/08
|
—
|
—
|
—
|
—
|
17,898
|
(9)
|
43.45
|
304,568
|
||||||||||
Adam
T. Miller
|
—
|
—
|
158,438
|
316,875
|
475,313
|
—
|
—
|
—
|
—
|
||||||||||
03/05/08
|
03/05/08
|
—
|
—
|
—
|
—
|
40,000
|
(13)
|
45.25
|
536,064
|
||||||||||
03/06/08
|
03/06/08
|
—
|
—
|
—
|
—
|
16,004
|
(9)
|
43.45
|
272,338
|
||||||||||
Thomas
F. O’Neil III
|
04/01/08
|
03/03/08
|
—
|
—
|
—
|
50,000
|
(9)
|
—
|
—
|
1,985,000
|
|||||||||
04/01/08
|
03/03/08
|
—
|
—
|
—
|
—
|
100,000
|
(9)
|
39.70
|
1,787,830
|
(1)
|
Our
equity award process is described in more detail under “Equity Award Process”
above.
|
(2)
|
This
column shows the 2008 Special Performance-Based Long-Term Cash Incentive
Awards made in March 2008 and payable in September 2009. See
“2008 Special
Performance-Based Long-Term Cash Incentive Award” above for a
description of these awards. With regard to Mr. Kottoor, his
award was paid at target pursuant to his separation agreement and general
release. See “Separation Agreements”
and “Potential
Payments to Named Executive Officers
upon Termination or Change in Control” below.
|
(3)
|
This
column shows the number of shares of restricted stock granted to our named
executive officers in fiscal year 2008. All grants were made
under our 2004 Equity Incentive Plan, except the grant to Mr. O’Neil which
was a non-plan grant. These awards are subject to continued
service through the applicable vesting dates, and are not subject to
pre-established performance goals. Acceleration of vesting of
awards is described in more detail below under “Potential Payments to Named
Executive Officers upon Termination or Change in
Control.”
|
(4)
|
This
column shows the number of stock options granted to our named executive
officers in fiscal year 2008. All grants were made under our
2004 Equity Incentive Plan, except the grant to Mr. O’Neil which was a
non-plan grant. These awards are subject to continued service
through the applicable vesting dates, and are not subject to
pre-established performance goals. Acceleration of vesting of
awards is described in more detail below under “Potential Payments to Named
Executive Officers upon Termination or Change in
Control.”
|
(5)
|
This
column shows the exercise price for the stock options granted, which was
the closing market price of our stock on the date of
grant.
|
(6)
|
This
column shows the full grant date fair value of stock options and
restricted stock granted to our named executive officers in fiscal year
2008 calculated in accordance with FAS 123R. These amounts
reflect the accounting expense that we will recognize over the vesting
term for these awards and do not correspond to the actual value that will
be realized by the executives.
|
(7)
|
Award
vests in equal quarterly installments on the 25th
day of every third calendar month for forty-eight months, commencing on
the date of grant.
|
(8)
|
Award
vests in approximately equal monthly installments on the 25th
day of each calendar month following the date of grant for forty-eight
consecutive months.
|
(9)
|
Award
vests in equal annual installments on each of the first through fourth
anniversaries of the date of grant.
|
(10)
|
Award
vests as to twenty-five percent (25%) on the 25th
day of the sixth calendar month following the date of grant and the
remaining balance vest in equal quarterly installments on the 25th
day of every third calendar month for eighteen months.
|
(11)
|
Award
vests in equal quarterly installments on the 25th
day of every third calendar month for twenty-four months, commencing on
the date of grant. The original terms of this award were
amended in 2008 to accurately reflect the intent of the parties as
expressed in Mr. Berg’s employment agreement that, in the event of any
termination of employment by Mr. Berg without good reason (as defined in
the employment agreement) on or after January 25, 2010, the option would
remain exercisable for its full ten-year term. See “Employment Agreements with
Named Executive Officers” below.
|
(12)
|
Award
originally scheduled to vest in full in November 2009. However,
this award was amended in 2008 and vested in full in December 2008 in
connection with Mr. Kottoor’s termination of
employment. See “Potential
Payments to Named Executive Officers
upon Termination or Change in Control” below.
|
(13)
|
Award
vests in full in November 2009.
|
|
Separation
Agreements
|
|
·
|
A
potential additional retention bonus (the “Additional Retention Bonus”) in
the amount of $236,250, which such amount represented 50% of
Mr. Kottoor’s target 2008 Long-Term Incentive opportunity, as
described above. The Additional Retention Bonus was payable in
the event Mr. Kottoor’s employment terminated prior to vesting of the
equity awards, if any, awarded pursuant to his 2008 Long-Term Incentive
opportunity, as described above, or in the event his employment terminated
for any reason prior to June 1,
2009.
|
|
·
|
Continuation
of Mr. Kottoor’s base salary as in effect on the date of termination
of employment from the date of termination through May 1, 2010 (the
“Severance Payment”).
|
|
·
|
Accelerated
vesting of all of his unvested restricted stock grants, as of July 2,
2008, or a total of 13,934 shares, to the
extent not already vested on his termination
date.
|
|
·
|
Accelerated
vesting of his Equity Retention Stock Option Award, exercisable for 55,000
shares.
|
|
·
|
a
lump-sum payment of $713,475 on December 29, 2008, consisting of his (i)
Special Retention Bonus in the amount of $157,500, (ii) 2008 Special
Performance-Based Long-Term Cash Incentive Award in the amount of $354,375
and (iii) 2008 Annual Cash Bonus in the amount of $201,600 (representing
80% of his target) (See “Summary Compensation
Table” above);
|
|
·
|
continuation
of Mr. Kottoor’s base salary from December 19, 2008 through May 1, 2010,
in the aggregate amount of $430,096;
and
|
|
·
|
a
lump-sum payment of $236,250 due May 1,
2010.
|
Option Awards
|
Stock Awards
|
||||||||||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested(1)
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested(1)
($)
|
|||||||||
Heath
G. Schiesser
|
1,186
|
—
|
8.33
|
02/06/14
|
600
|
(6)
|
7,716
|
—
|
—
|
||||||||
10,740
|
7,160
|
(2)
|
36.45
|
07/27/12
|
5,751
|
(7)
|
73,958
|
—
|
—
|
||||||||
28,600
|
—
|
48.50
|
06/08/13
|
203,125
|
(8)
|
2,612,188
|
—
|
—
|
|||||||||
4,582
|
4,230
|
(3)
|
50.16
|
07/27/13
|
—
|
—
|
—
|
—
|
|||||||||
2,885
|
8,658
|
(4)
|
85.53
|
09/13/11
|
—
|
—
|
—
|
—
|
|||||||||
114,581
|
385,419
|
(5)
|
43.12
|
01/25/18
|
—
|
—
|
—
|
—
|
|||||||||
Todd
S. Farha
|
—
|
—
|
—
|
—
|
—
|
—
|
130,000
|
(9)
|
1,671,800
|
||||||||
Thomas
L. Tran
|
—
|
100,000
|
(10)
|
29.23
|
07/21/15
|
50,000
|
(11)
|
643,000
|
—
|
—
|
|||||||
Charles
G. Berg
|
112,500
|
187,500
|
(12)
|
43.12
|
01/25/18
|
125,000
|
(13)
|
1,607,500
|
—
|
—
|
|||||||
Anil
Kottoor
|
5,903
|
(14)
|
—
|
69.14
|
04/15/09
|
—
|
—
|
—
|
—
|
||||||||
981
|
(14)
|
—
|
85.53
|
04/15/09
|
—
|
—
|
—
|
—
|
|||||||||
3,121
|
(14)
|
—
|
85.53
|
04/15/09
|
—
|
—
|
—
|
—
|
|||||||||
55,000
|
(14)
|
—
|
45.25
|
04/15/09
|
—
|
—
|
—
|
—
|
|||||||||
Adam
T. Miller
|
12,000
|
36,000
|
(15)
|
38.11
|
01/18/13
|
15,000
|
(20)
|
192,900
|
—
|
—
|
|||||||
3,172
|
4,230
|
(16)
|
50.16
|
07/27/13
|
720
|
(21)
|
9,259
|
—
|
—
|
||||||||
817
|
2,453
|
(17)
|
85.53
|
09/13/11
|
1,169
|
(22)
|
15,033
|
—
|
—
|
||||||||
2,601
|
—
|
85.53
|
09/13/11
|
2,696
|
(23)
|
34,671
|
—
|
—
|
|||||||||
—
|
40,000
|
(18)
|
45.25
|
11/28/12
|
—
|
—
|
—
|
—
|
|||||||||
—
|
16,004
|
(19)
|
43.45
|
03/06/15
|
—
|
—
|
—
|
—
|
|||||||||
Thomas
F. O’Neil III
|
—
|
100,000
|
(24)
|
39.70
|
04/01/18
|
50,000
|
(25)
|
643,000
|
—
|
—
|
(1)
|
Value
based on $12.86 per share which was the closing price of our common stock
on the NYSE on December 31, 2008.
|
(2)
|
Of
this amount, 3,580 options vest on July 27, 2009 and 3,580 options vest on
July 27, 2010.
|
(3)
|
Of
this amount, 1,140 options vest on July 27, 2009; 1,140 options vest on
July 27, 2010; and 1,140 options vest on July 27, 2011.
|
(4)
|
Of
this amount, 2,886 options vested on March 13, 2009; 2,886 options vest on
march 13, 2010; and 2,886 options vest on March 13,
2011.
|
(5)
|
Of
this amount, 10,417 options vested on January 1, 2009; 10,416 options
vested on February 25, 2009; 10,417 vested on March 25, 2009; 10,416
options vested on April 25, 2009; and approximately 10,417 options vest on
the 25th day of each calendar month thereafter until fully
vested.
|
(6)
|
These
shares vested on March 15, 2009.
|
(7)
|
Of
this amount, 1,917 shares vested on March 13, 2009; 1,917 shares vest on
March 13, 2010; and 1,917 shares vest on March 13,
2011.
|
(8)
|
Of
this amount, 15,625 shares vested on January 1, 2009; 15,625 shares vested
on April 25, 2009; 15,625 shares vest on July 25, 2009; 15,625
shares vest on October 25, 2009; 15,625 shares vest on January
1, 2010; 15,625 shares vest on April 25, 2010; 15,625 shares vest on July
25, 2010; 15,625 shares vest on October 25,
2010; 15,625 shares vest on January 1, 2011; 15,625 shares vest
on April 25, 2011; 15,625 shares vest on July 25, 2011; 15,625
shares vest on October 25, 2011; and 15,625 shares vest on
January 1, 2012.
|
(9)
|
Pursuant
to an award agreement dated June 6, 2005, Mr. Farha was eligible
to receive a maximum of 240,279 shares of our common stock based upon the
achievement of certain performance criteria. Specifically, Mr. Farha
was eligible to earn a (i) threshold of 32,500 shares,
(ii) target of 65,000 shares, or (iii) a maximum of 130,000
shares subject to the award (the maximum of 130,000 shares are referred to
as the “First Tranche Shares”) on June 6, 2008 based on achievement
of compounded annual percentage increases in diluted net income per share
(“EPS”) over the three-year period measured from January 1, 2005
through December 31, 2007. Any portion of the First
Tranche Shares not earned as of June 6, 2008 were to be available for
issuance on June 6, 2010 (together with the remaining 110,279 shares)
based on achievement of cumulative EPS goals for the five-year period
measured from January 1, 2005 through December 31, 2010 (the
“Second Tranche Shares”). Due to his termination of employment
in January 2008, Mr. Farha forfeited the Second Tranche
Shares. As of December 31, 2008, our cumulative EPS growth
over the three-year performance period applicable to the First Tranche
Shares exceeded the maximum cumulative EPS goal of $5.59 per
share. Accordingly, pursuant to SEC disclosure requirements, we
have included the maximum number of shares subject to the First Tranche
Shares in the table above; however, Mr. Farha’s ability to receive
these shares is subject in entirety to the additional conditions and terms
of his separation agreement with us, as discussed under “Potential Payments to Named
Executive Officers upon Termination or Change in Control”
below.
|
(10)
|
Of
this amount, 25,000 options vest on July 21, 2009; 25,000 options vest on
July 21, 2010; 25,000 options vest on July 21, 2011; and 25,000 options
vest on July 21, 2012.
|
(11)
|
Of
this amount, 25,000 shares vest on July 21, 2009; 25,000 shares vest on
July 21, 2010; 25,000 shares vest on July 21, 2011; and 25,000 shares vest
on July 21, 2012.
|
(12)
|
Of
this amount, 37,500 options vested on January 25, 2009; 37,500 options
vest on April 25, 2009; 37,500 options vest on July 25, 2009; 37,500
options vest on October 25, 2009; and 37,500 options vest on January 25,
2010.
|
(13)
|
Of
this amount, 25,000 shares vested on January 25, 2009; 25,000 shares vest
on April 25, 2009; 25,000 shares vest on July 25, 2009; 25,000 shares vest
on October 25, 2009; and 25,000 shares vest on January 25,
2010.
|
(14)
|
These
options expired unexercised on April 15, 2009.
|
(15)
|
Of
this amount, 12,000 options vested on January 18, 2009; 12,000 options
vest on January 18, 2010; and 12,000 options vest on January 18,
2011.
|
(16)
|
Of
this amount, 1,140 options vest on July 27, 2009; 1,140 options vest on
July 27, 2010; and 1,140 options vest on July 27, 2011.
|
(17)
|
Of
this amount, 818 options vested on March 13, 2009; 817 options vest on
march 13, 2010; and 818 options vest on March 13, 2011.
|
(18)
|
These
options vest on November 28, 2009.
|
(19)
|
Of
this amount, 4,001 options vested on March 6, 2009; 4,001 options vest on
March 6, 2010; 4,001 options vest on March 6, 2011; and 4,001 options vest
on March 6, 2012.
|
(20)
|
Of
this amount, 5,000 shares vested on January 18, 2009; 5,000 shares vest on
January 18, 2010; and 5,000 shares vest on January 18,
2011.
|
(21)
|
Of
this amount, 239 shares vested on March 13, 2009; 240 shares vest on March
13, 2010; and 241 shares vest on March 13, 2011.
|
(22)
|
Of
this amount, 292 shares vested on March 13, 2009; 293 shares vest on March
13, 2010; 292 shares vest on March 13, 2011; and 292 shares vest on March
13, 2012.
|
(23)
|
Of
this amount, 674 shares vest on August 3, 2009; 674 shares vest on August
3, 2010; 674 shares vest on August 3, 2011; and 674 shares vest on August
3, 2012.
|
(24)
|
Of
this amount, 25,000 options vested on April 1, 2009; 25,000 options vest
on April 1, 2010; 25,000 options vest on April 1, 2011; and 25,000 options
vest on April 1, 2012.
|
(25)
|
Of
this amount, 25,000 shares vested on April 1, 2009; 25,000 shares vest on
April 1, 2010; 25,000 shares vest on April 1, 2011; and 25,000 shares vest
on April 1, 2012.
|
Option Awards
|
Stock Awards
|
||||||||
Name
|
Number of
Shares
Acquired
on Exercise
(#)
|
Value Realized
on Exercise(1)
($)
|
Number of
Shares
Acquired
on Vesting
(#)
|
Value Realized
on Vesting(2)
($ )
|
|||||
Heath
G.
Schiesser
|
—
|
—
|
49,392
|
1,625,754
|
|||||
Todd
S. Farha
|
191,315
|
2,864,286
|
4,000
|
149,720
|
|||||
Thomas
L. Tran
|
—
|
—
|
—
|
—
|
|||||
Paul
L. Behrens
|
8,131
|
278,162
|
3,978
|
148,289
|
|||||
Charles
G. Berg
|
—
|
—
|
75,000
|
2,309,250
|
|||||
Anil
Kottoor
|
—
|
—
|
16,453
|
299,715
|
|||||
Adam
Miller
|
—
|
—
|
6,206
|
315,605
|
|||||
Thomas
F. O’Neil III
|
—
|
—
|
—
|
—
|
(1)
|
The
value realized is calculated by multiplying the number of shares by the
difference between the market price of our common stock at time of
exercise and the exercise price of the stock option.
|
(2)
|
The
value realized is calculated by multiplying the number of shares vested by
the closing market price of our common stock on the date of
vesting.
|
|
·
|
A
“change in control” generally occurs upon: (i) certain
persons acquiring more than 50% of our outstanding voting shares or more
than 50% of the fair market value of such shares; (ii) a majority of
our incumbent directors being replaced under certain circumstances;
(iii) the consummation of a merger, consolidation or other business
combination in which more than 50% of the outstanding common stock of the
Company is no longer held by the stockholders of the Company prior to such
transaction; or (iv) or a liquidation or sale of all or substantially all
of our assets under certain
circumstances.
|
|
·
|
“termination
for good reason” generally means that the executive terminated as the
result of: (i) a material diminution in authority, duties
and responsibilities or change in title; (ii) any material diminution
of executive’s base salary or bonus opportunity; (iii) any material breach
by the Company of the terms of the respective agreement; (iv) a
change in the executive’s office location by more than 50 miles from the
executive’s offices in Tampa, Florida; or (v) with respect to Messrs.
Schiesser and Berg only, removal from the Board other than pursuant to
cause, pursuant to stockholder vote or due to executive’s resignation from
the Board, in each case, subject to notice and the Company’s right to a
reasonable opportunity to cure.
|
|
·
|
“termination
for cause” generally means that we terminate the executive as the result
of: (i) any willful act or omission by the executive
representing a material breach of the respective agreement; (ii) the
executive being convicted of, or pleading guilty to, a felony or other
crime that involves fraud, conversion, misappropriation or embezzlement
under any federal or state law; or (iii) the executive’s bad faith,
willful acts in the performance of executive’s duties, to the material
detriment of the Company; in each case, subject to notice and the
executive’s right to a reasonable opportunity to
cure.
|
|
·
|
“termination
for disability” generally means the executive’s employment is terminated
as of result of the executive being unable to engage in any substantial
gainful business activity, by reason of any medically determinable
physical or mental impairment, that has caused the executive to be unable
to carry out his duties for specified time
periods.
|
|
·
|
Mr. Schiesser. If Mr.
Schiesser’s employment is terminated by the Company without cause or by
Mr. Schiesser for good reason, he will be entitled to severance benefits
including: (i) a lump sum cash payment equal to two times (or if the
termination date occurs on or after January 25, 2009, one times) the sum
of Mr. Schiesser’s annual salary as in effect on the termination date and
the greater of Mr. Schiesser’s target bonus for the fiscal year during
which the termination date occurs or the highest performance bonus earned
by Mr. Schiesser with respect to any preceding fiscal year; and (ii) for a
period of twenty-four months (or, if the termination date occurs on or
after January 25, 2009, twelve months) after the termination date,
reimbursement on an after-tax basis for the cost of continued
participation in the medical, dental and vision care and life insurance
benefits in which Mr. Schiesser and his family participated prior to the
termination date. In the event of Mr. Schiesser’s death or
disability, he (or his estate, as the case may be) will be entitled to
severance benefits including: (i) a lump sum cash payment equal to the sum
of Mr. Schiesser’s annual salary as in effect on the termination date and
the greater of Mr. Schiesser’s target bonus for the fiscal year during
which the termination date occurs or the highest performance bonus earned
by Mr. Schiesser with respect to any preceding fiscal year; and (ii) for a
period of twelve months after the termination date, reimbursement on an
after-tax basis for the cost of continued participation in the medical,
dental and vision care and life insurance benefits in which Mr. Schiesser
and his family participated prior to the termination date. If
Mr. Schiesser’s employment is terminated by the Company for cause or by
Mr. Schiesser without good reason, Mr. Schiesser will be entitled to
receive the value of his accrued vacation time as of the time of
termination of his employment. For a discussion of the
treatment of Mr. Schiesser’s equity awards upon certain termination
benefits, see “Treatment
of Equity Awards” below.
|
|
·
|
Mr. Tran. If Mr. Tran’s
employment is terminated by the Company without cause or by Mr. Tran for
good reason, he will be entitled to severance benefits that include: (i) a
lump sum cash payment equal to one times (or if the termination date
occurs within one year of a change in control, one-and-a-half times) the
sum of Mr. Tran’s annual salary
as in effect on the termination date and the average of the two highest
cash bonuses earned by Mr. Tran over the three prior years or, if Mr. Tran
has not been employed for three years, the target cash bonus for the year
in which the termination occurs, and (ii) for the duration of the
applicable COBRA period (generally 18 months, but under certain
circumstances up to 36 months following termination), reimbursement on an
after-tax basis for the cost of continued participation in the medical,
dental and vision care and life insurance benefits in which Mr. Tran and
his family participated prior to the termination date. In the
event of Mr. Tran’s death or disability, or if his employment is
terminated by the Company for cause or by Mr. Tran without good reason,
Mr. Tran (or his estate, as the case may be) will be entitled to receive
the value of his accrued vacation time as of the time of termination of
his employment. For a discussion of the treatment of Mr. Tran’s
equity awards upon certain termination benefits, see “Treatment of Equity
Awards” below.
|
|
·
|
Mr. Berg. If Mr. Berg’s
employment is terminated prior to the end of the term of his letter
agreement on January 25, 2010 (i) by the Company without cause;
(ii) by Mr. Berg for good reason; or (iii) by reason of Mr.
Berg’s death or disability, Mr. Berg will receive an amount equal to his
base salary for the remainder of the term. For a discussion of
the treatment of Mr. Berg’s equity awards upon certain termination
benefits, see “Treatment
of Equity Awards” below.
|
|
·
|
Mr. Miller. If Mr.
Miller’s employment is terminated by the Company without cause or by Mr.
Miller for good reason, he will be entitled to severance benefits that
include: (i) continuation of his base salary in effect immediately prior
to such termination for twelve months following the date of termination;
(ii) continuation of medical benefits for twelve months following the date
of termination; and (iii) an outplacement service provided by
us. For a discussion of the treatment of Mr. Miller’s equity
awards upon certain termination benefits, see “Treatment of Equity
Awards” below.
|
|
·
|
Mr. O’Neil. If Mr.
O’Neil’s employment is terminated by the Company without cause or by Mr.
O’Neil for good reason, he will be entitled to severance benefits that
include: (i) a lump sum cash payment equal to one times (or if the
termination date occurs within one year of a change in control, two times)
the sum of Mr. O’Neil’s annual salary as in effect on the termination date
and the average of the two highest cash bonuses earned by Mr. O’Neil over
the three prior years or, if Mr. O’Neil has not been employed for three
years, the target cash bonus for the year in which the termination occurs,
and (ii) for the duration of the applicable COBRA period (generally 18
months, but under certain circumstances up to 36 months following
termination), reimbursement on an after-tax basis for the cost of
continued participation in the medical, dental and vision care and life
insurance benefits in which Mr. O’Neil and his family participated prior
to the termination date. In the event of Mr. O’Neil’s death or
disability, or if his employment is terminated by the Company for cause or
by Mr. O’Neil without good reason, Mr. O’Neil (or his estate, as the case
may be) will be entitled to receive the value of his accrued vacation time
as of the time of termination of his employment. For a
discussion of the treatment of Mr. O’Neil’s equity awards upon certain
termination benefits, see “Treatment of Equity
Awards” below.
|
|
·
|
Mr. Schiesser. Mr.
Schiesser’s unvested stock options and shares of restricted stock will
immediately vest: (i) in the event of a change of control of the Company
or (ii) in the event of Mr. Schiesser’s death or disability. If
Mr. Schiesser’s employment is terminated by the Company without cause or
by Mr. Schiesser for good reason, Mr. Schiesser’s unvested stock options
and shares of restricted stock will vest to the same extent, and over the
same period, that such awards would have vested had Mr. Schiesser’s
employment continued for 24 months (or, if the termination date occurs on
or after January 25, 2009, twelve months) after the termination date. In
addition to the foregoing, unvested shares of restricted stock issued to
Mr. Schiesser prior to January 25, 2008 will immediately vest in the event
of Mr. Schiesser’s retirement.
|
|
·
|
Mr. Tran. Mr. Tran’s
unvested stock options and shares of restricted stock will immediately
vest: (i) in the event of Mr. Tran’s death or disability; or (ii) if there
is a change in control of the Company and Mr. Tran’s employment is
terminated within one year following the change in control by the Company
without cause or by Mr. Tran for good
reason.
|
|
·
|
Mr. Berg. Mr. Berg’s
unvested stock options and shares of restricted stock will immediately
vest: (i) in the event of a change in control of the Company; (ii) in the
event Mr. Berg’s death or disability; or (iii) in the event Mr. Berg’s
employment is terminated by the Company without cause or by Mr. Berg for
good reason.
|
|
·
|
Mr. Miller. Mr.
Miller’s unvested awards of restricted stock will immediately vest:
(i) in the event of Mr. Miller’s death, disability or retirement; or
(ii) if there is a change in control of the Company and Mr. Miller’s
employment is terminated within one year of the change in control by the
Company without cause or by Mr. Miller for good
reason. Unvested awards of stock options will immediately vest
if there is a change in control of the Company and Mr. Miller’s employment
is terminated within one year of the change in control: (i) by the
Company without cause; (ii) by Mr. Miller for good reason; or
(iii) by reason of Mr. Miller’s death, disability or
retirement.
|
|
·
|
Mr. O’Neil. Mr.
O’Neil’s unvested stock options and shares of restricted stock will vest:
(i) in the event of Mr. O’Neil’s death or disability; or (ii) if there is
a change in control of the Company and Mr O’Neil’s employment is
terminated within one year following the change in control by the Company
without cause or by Mr. O’Neil for good
reason.
|
Termination
by Executive for Good Reason or by the Company without
Cause
|
||||||||||||||||||||
Name
|
Severance
Payment
($)
|
Acceleration
of
Vesting
of
Stock Options
(#)
|
Acceleration
of
Vesting
of
Stock Options
($)
|
Acceleration
of
Vesting
of
Restricted Stock
(#)
|
Acceleration
of
Vesting
of
Restricted Stock
($)
|
Accrued
Vacation
($)
|
Welfare
Benefits
($)
|
Out-placement
Services
($)
|
Excise
Taxes
and
Gross-Ups
($)
|
Total
($)
|
||||||||||
Heath
G. Schiesser
|
2,400,000
|
265,748
|
—
|
129,434
|
1,664,521
|
7,692
|
13,951
|
—
|
8,002
|
4,094,166
|
||||||||||
Thomas
L. Tran
|
950,000
|
—
|
—
|
—
|
—
|
9,135
|
12,237
|
—
|
8,663
|
980,035
|
||||||||||
Charles
G. Berg
|
541,667
|
187,500
|
—
|
125,000
|
1,607,500
|
—
|
—
|
—
|
—
|
2,149,167
|
||||||||||
Adam
T. Miller
|
400,000
|
—
|
—
|
—
|
—
|
—
|
7,061
|
7,000
|
—
|
414,061
|
||||||||||
Thomas
F. O’Neil III
|
750,000
|
—
|
—
|
—
|
—
|
25,481
|
6,698
|
—
|
5,041
|
787,220
|
Termination
upon Death or Disability
|
||||||||||||||||||||
Name
|
Severance
Payment
($)
|
Acceleration
of
Vesting
of
Stock Options
(#)
|
Acceleration
of
Vesting
of
Stock Options
($)
|
Acceleration
of
Vesting
of
Restricted Stock
(#)
|
Acceleration
of
Vesting
of
Restricted Stock
($)
|
Accrued
Vacation
($)
|
Welfare
Benefits
($)
|
Out-placement
Services
($)
|
Excise
Taxes
and
Gross-Ups
($)
|
Total
($)
|
||||||||||
Heath
G. Schiesser
|
1,200,000
|
405,467
|
—
|
209,476
|
2,693,861
|
7,692
|
6,975
|
—
|
4,001
|
3,912,529
|
||||||||||
Thomas
L. Tran
|
—
|
100,000
|
—
|
50,000
|
643,000
|
9,135
|
—
|
—
|
—
|
652,135
|
||||||||||
Charles
G. Berg
|
541,667
|
187,500
|
—
|
125,000
|
1,607,500
|
—
|
—
|
—
|
—
|
2,149,167
|
||||||||||
Adam
T. Miller
|
—
|
—
|
—
|
19,585
|
251,863
|
—
|
—
|
—
|
—
|
251,863
|
||||||||||
Thomas
F. O’Neil III
|
—
|
100,000
|
—
|
50,000
|
643,000
|
25,481
|
—
|
—
|
—
|
668,481
|
Termination
upon Retirement
|
||||||||||||||||||||
Name
|
Severance
Payment
($)
|
Acceleration
of
Vesting
of
Stock Options
(#)
|
Acceleration
of
Vesting
of
Stock Options
($)
|
Acceleration
of
Vesting
of
Restricted Stock
(#)
|
Acceleration
of
Vesting
of
Restricted Stock
($)
|
Accrued
Vacation
($)
|
Welfare
Benefits
($)
|
Out-placement
Services
($)
|
Excise
Taxes
and
Gross-Ups
($)
|
Total
($)
|
||||||||||
Heath
G. Schiesser
|
—
|
—
|
—
|
6,351
|
81,674
|
—
|
—
|
—
|
—
|
81,674
|
||||||||||
Thomas
L. Tran
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||
Charles
G. Berg
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||
Adam
T. Miller
|
—
|
—
|
—
|
19,585
|
251,863
|
—
|
—
|
—
|
—
|
251,863
|
||||||||||
Thomas
F. O’Neil III
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Termination
by Executive for Good Reason or by the Company without Cause within twelve
(12) months following a Change in Control
|
||||||||||||||||||||
Name
|
Severance
Payment
($)
|
Acceleration
of
Vesting
of
Stock Options
(#)
|
Acceleration
of
Vesting
of
Stock Options
($)
|
Acceleration
of
Vesting
of
Restricted Stock
(#)
|
Acceleration
of
Vesting
of
Restricted Stock
($)
|
Accrued
Vacation
($)
|
Welfare
Benefits
($)
|
Out-placement
Services
($)
|
Excise
Taxes
and
Gross-Ups
($)
|
Total
($)
|
||||||||||
Heath
G. Schiesser
|
2,400,000
|
405,467
|
—
|
209,476
|
2,693,861
|
7,692
|
13,951
|
—
|
1,153,788
|
6,269,292
|
||||||||||
Thomas
L. Tran
|
1,425,000
|
100,000
|
—
|
50,000
|
643,000
|
9,135
|
12,237
|
—
|
8,663
|
2,098,035
|
||||||||||
Charles
G. Berg
|
541,667
|
187,500
|
—
|
125,000
|
1,607,500
|
—
|
—
|
—
|
—
|
2,149,167
|
||||||||||
Adam
T. Miller
|
400,000
|
98,687
|
—
|
19,585
|
251,863
|
—
|
7,061
|
7,000
|
—
|
665,924
|
||||||||||
Thomas
F. O’Neil III
|
1,500,000
|
100,000
|
—
|
50,000
|
643,000
|
25,481
|
6,698
|
—
|
5,041
|
2,180,220
|
Change
in Control
|
||||||||||||||||||||
Name
|
Severance
Payment
($)
|
Acceleration
of
Vesting
of
Stock Options
(#)
|
Acceleration
of
Vesting
of
Stock Options
($)
|
Acceleration
of
Vesting
of
Restricted Stock
(#)
|
Acceleration
of
Vesting
of
Restricted Stock
($)
|
Accrued
Vacation
($)
|
Welfare
Benefits
($)
|
Out-placement
Services
($)
|
Excise
Taxes
and
Gross-Ups
($)
|
Total
($)
|
||||||||||
Heath
G. Schiesser
|
—
|
405,467
|
—
|
209,476
|
2,693,861
|
—
|
—
|
—
|
—
|
2,693,861
|
||||||||||
Thomas
L. Tran
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||
Charles
G. Berg
|
—
|
187,500
|
—
|
125,000
|
1,607,500
|
—
|
—
|
—
|
—
|
1,607,500
|
||||||||||
Adam
T. Miller
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||
Thomas
F. O’Neil III
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Termination
by Executive without Good Reason or by the Company with
Cause
|
||||||||||||||||||||
Name
|
Severance
Payment
($)
|
Acceleration
of
Vesting
of
Stock Options
(#)
|
Acceleration
of
Vesting
of
Stock Options
($)
|
Acceleration
of
Vesting
of
Restricted Stock
(#)
|
Acceleration
of
Vesting
of
Restricted Stock
($)
|
Accrued
Vacation
($)
|
Welfare
Benefits
($)
|
Out-placement
Services
($)
|
Excise
Taxes
and
Gross-Ups
($)
|
Total
($)
|
||||||||||
Heath
G. Schiesser
|
—
|
—
|
—
|
—
|
—
|
7,692
|
—
|
—
|
—
|
7,692
|
||||||||||
Thomas
L. Tran
|
—
|
—
|
—
|
—
|
—
|
9,135
|
—
|
—
|
—
|
9,135
|
||||||||||
Charles
G. Berg
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||
Adam
T. Miller
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||
Thomas
F. O’Neil III
|
—
|
—
|
—
|
—
|
—
|
25,481
|
—
|
—
|
—
|
25,481
|
Actual
Benefits Received upon Termination of Employment During
2008
|
||||||||||||||||
Name
|
Termination
Date
|
Salary
Continuation
($)
|
Acceleration
of
Bonus Payments
($)
|
Acceleration
of
Vesting
of
Stock
Options
($)
|
Acceleration
of
Vesting
of
Restricted
Stock
($)
|
Performance
Shares
($)
|
Accrued
Vacation
($)
|
Total
($)
|
||||||||
Todd
S. Farha
|
03/31/08
|
—
|
—
|
—
|
—
|
—
|
(5)
|
17,223
|
17,223
|
|||||||
Paul
L. Behrens
|
03/31/08
|
—
|
—
|
—
|
—
|
—
|
662
|
662
|
||||||||
Anil
Kottoor
|
12/19/08
|
430,096
|
(1)
|
949,725
|
(2)
|
—
|
(3)
|
165,340
|
(4)
|
—
|
—
|
1,545,161
|
(1)
|
Represents
the aggregate payments to be paid during the period from December 19, 2008
through May 1, 2010.
|
(2)
|
$713,475
was paid on December 29, 2008 and the remaining amount of $236,250 will be
paid on May 1, 2010 subject to Mr. Kottoor’s compliance with
non-competition, non-solicitation, confidentiality and non-disparagement
covenants.
|
(3)
|
A
stock option to purchase 55,000 shares of common stock vested in full upon
termination of employment. In addition, Mr. Kottoor’s
post-termination exercise period was extended for options to purchase up
to 10,005 shares of our common stock until 30 days after the date on which
the exercise of such options will no longer violate applicable Federal,
state, local and foreign laws, including securities laws. The
exercise prices of Mr. Kottoor’s stock options discussed above exceeded
the closing price of our common stock on the NYSE on Mr. Kottoor’s date of
termination, and therefore such options expired unexercised.
|
(4)
|
13,164
shares of restricted stock vested in full upon Mr. Kottoor’s termination
of employment. The amount represents the value of such shares
based on the closing price of our stock on the NYSE on Mr. Kottoor’s date
of termination.
|
(5)
|
Mr.
Farha’s performance share award agreement was amended so that he is
eligible to vest in up to 130,000 of his unvested performance shares if
certain specified conditions have been satisfied prior to June 6, 2010,
and the value of shares that vest, if any, will be based on the closing
price of our common stock on the vesting date. Specifically,
Mr. Farha’s rights to receive up to 130,000 of the shares subject to the
performance award are to be extinguished and will lapse unless all of the
following conditions have been met by June 6, 2010:
· the
Company has achieved the maximum cumulative adjusted EPS goal for the
vesting of the full 130,000 shares, the target cumulative adjusted EPS
goal for the vesting of 65,000 shares, or the threshold cumulative
adjusted EPS goal for the vesting of 32,500 shares, as applicable, for the
measurement period of January 1, 2005 through December 31,
2007;
·
no loss contingencies have been identified for subsequent periods
which, had they been identified and accrued in such measurement period,
would have resulted in the cumulative adjusted EPS not meeting the
relevant cumulative adjusted EPS described above;
·
Mr. Farha has not become subject to any legal proceeding brought or
threatened, or that could be but has not yet been brought, by any
governmental entity in connection with the ongoing investigations;
and
·
we have not been required to have entered into or become subject to
any criminal or civil order of any court or agency relating to the ongoing
investigations, or any agreement with any governmental agency, by which
there has been found to have been violations of laws, rules or regulation
by us during the measurement period for such shares, or the period prior
thereto.
|
Securities
Authorized for Issuance Under Equity Compensation Plans
|
|||||||
Plan Category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
|
Weighted-average
exercise price of
outstanding options,
warrants and
rights ($)
(b)
|
Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in
column (a))
(c)
|
||||
Equity
compensation plans approved by security holders(1)
|
4,376,517
|
44.37
|
2,207,001
|
||||
Equity
compensation plans not approved by security holders(2)
|
286,300
|
19.69
|
—
|
||||
Total
|
4,662,817
|
42.71
|
2,207,001
|
(1)
|
The
WellCare Health Plans, Inc. 2004 Equity Incentive Plan (the “2004
Equity Plan”) was approved by our stockholders in June 2004 and the
WellCare Health Plans, Inc. 2005 Employee Stock Purchase Plan (the
“ESPP”) was approved by our stockholders in June 2005. As of
December 31, 2008, there were 1,831,947 shares reserved for future
issuance under the 2004 Equity Plan and 375,054 shares reserved for future
issuance under the ESPP. The total number of shares of common
stock subject to the granting of awards under our 2004 Equity Plan may be
increased on January 1 of each year, commencing on January 1,
2005 and ending on January 1, 2013, in an amount equal to the lesser
of 3% of the number of shares of common stock outstanding on each such
date, 1,200,000 shares, or such lesser amount determined by our Board. The
total number of shares of common stock subject to the granting of awards
under our 2004 Equity Plan was increased by 1,182,840 shares effective
January 1, 2006, 1,200,000 shares effective January 1, 2007 and
1,200,000 shares effective January 1, 2008. In addition to options, shares
may be issued in restricted stock awards, restricted stock unit awards,
performance awards and other stock-based awards under the 2004 Equity
Plan.
|
(2)
|
Equity
compensation plans not approved by our stockholders include the WellCare
Holdings, LLC 2002 Employee Option Plan (the “2002 Plan”), an aggregate of
six stock option agreements (the “Pre-IPO Non-Plan Grants”) entered into
with individuals prior to our initial public offering and one stock option
agreement (the “Inducement Non-Plan Grant”) entered into in April
2008. The 2002 Plan was adopted by our Board in
September 2002 and is administered by our Compensation
Committee. Under the 2002 Plan, certain employees were granted
non-qualified stock options to purchase shares of our common stock at an
exercise price per share equal to the fair market value of our stock on
the date of grant as determined by our Board. Generally, option
awards granted under the 2002 Plan vest as to 25% of the shares subject to
the award on the first anniversary of the date of grant, and as to 2.083%
upon the end of each full calendar month thereafter, and expire on the
tenth anniversary of the date of grant. Subject to certain
exemptions and conditions, if a grantee ceases to be an employee of ours
for any reason other than death, all of the grantee’s options that were
exercisable on the date of termination of employment will remain
exercisable for 60 days after the date of such termination. In
the case of death, all of the grantee’s options that were exercisable on
the date of death will remain exercisable for a period of 180 days from
such date. Unvested options will terminate upon a change in
control. Options issued under the 2002 Plan may not be sold,
pledged, assigned, transferred or otherwise disposed of other than
pursuant to applicable laws of descent and distribution or for estate
planning purposes if approved by the Board. The Board generally
has the power and authority to amend or terminate the 2002 Plan at any
time without approval from our stockholders; however, no amendment may, in
any material respect, adversely impair the rights of any grantee without
the grantee’s written consent. No option awards have been
granted under the 2002 Plan since June 2004 and no options remain
available for future issuance under this plan. The terms of the
Pre-IPO Non-Plan Grants are materially similar to the terms of options
granted under the 2002 Plan. The total number of shares
issuable upon exercise of the Pre-IPO Non-Plan Grants is 55,124, and the
weighted-average exercise price of the Pre-IPO Non-Plan Grants is $5.76
per share. Five of the Pre-IPO Non-Plan Grants, exercisable for
an aggregate of 21,467 shares of common stock, were issued to individuals
other than our directors or executive officers. The vesting
schedule of those five Pre-IPO Non-Plan Grants is as follows:
(a) three options, exercisable for an aggregate of 16,994 shares,
vested as to 25% after one year, and as to 2.083% upon the end of each
full calendar month thereafter, (b) one option, exercisable for an
aggregate of 4,066 shares, vested in full on the grant date, and
(c) one option, exercisable for an aggregate of 407 shares, vested as
to 4.167% upon the end of each full calendar month following the grant
date. In November 2004, our Board determined to fully
accelerate the vesting of three out of the four option grants subject to
vesting at grant. The remaining Pre-IPO Non-Plan Grant was
issued to one of our directors, Mr. Michalik. On
December 31, 2003, Mr. Michalik was granted options to purchase
40,657 shares at a per share exercise price of $6.47, of which 33,657
remain outstanding as of December 31, 2008. These options
expire on December 31, 2013, vested as to 25% of the shares subject
thereto on June 30, 2004, and vested as to 2.083% upon the end of
each full calendar month thereafter. Mr. Michalik’s option
became fully vested in June 2008. Thus, all six of the Pre-IPO
Non-Plan Grants are fully vested as of December 31, 2008. The
Inducement Non-Plan Grant was issued to Mr. O’Neil, our Senior Vice
President, General Counsel. On April 1, 2008, Mr. O’Neil
was granted options to purchase 100,000 shares at a per share exercise
price of $39.70, of which all 100,000 remain outstanding as of
December 31, 2008. These options expire on April 1, 2018
and vest in equal annual installments on each of the first through fourth
anniversaries of the grant date of the award. See “Grants of Plan-Based
Awards” and “Employment Agreements with
Named Executive Officers” above for a description of Mr. O’Neil’s
Inducement Non-Plan Grant.
|
Ownership
|
|||||
Name and Address
|
Common Stock
|
Percent (%)
|
|||
Fairholme Capital Management, et al.
4400 Biscayne Boulevard, 9th Floor
Miami, FL 33137
|
8,313,407
|
(1)
|
19.7
|
||
Renaissance
Technologies, et
al.
800 Third Avenue
New
York, NY 10022
|
2,857,200
|
(2)
|
6.8
|
||
Barclays
Global Investors, et
al.
400 Howard Street
San
Francisco, CA 94105
|
2,306,969
|
(3)
|
5.5
|
(1)
|
This
disclosure is based upon a Schedule 13G/A filed by Fairholme Capital
Management, L.L.C. (“Fairholme”) and other affiliated entities with the
SEC on February 17, 2009. Fairholme and the other affiliated
entities reported shared voting and dispositive power as of December 31,
2008 as follows: (i) Fairholme, shared voting power as to 5,088,603 shares
and shared dispositive power as to 8,025,777 shares; (ii) Bruce R.
Berkowitz, sole voting and dispositive power as to 287,630 shares, shared
voting power as to 5,088,603 shares and shared dispositive power as to
8,025,777 shares; and (iii) Fairholme Funds, Inc., shared voting and
dispositive power as to 4,166,200 shares. We have not attempted
to verify independently any of the information contained in the
Schedule 13G/A.
|
(2)
|
This
disclosure is based upon a Schedule 13G filed by Renaissance Technologies
LLC (“Renaissance”) and James H. Simons (“Simons”) with the SEC on
February 13, 2009. Renaissance and Simons reported sole voting and
dispositive power as of December 31, 2008 as to 2,857,200
shares. We have not attempted to verify independently any of
the information contained in the Schedule 13G.
|
(3)
|
This
disclosure is based upon a Schedule 13G filed by Barclays Global
Investors, N.A. (“Barclays”) and other affiliated entities with the SEC on
February 5, 2009. Barclays and the other affiliated
entities reported sole voting and dispositive power as of
December 31, 2008 as follows: (i) Barclays, sole voting power as
to 1,171,495 shares and sole dispositive power as to 1,397,117 shares;
(ii) Barclays Global Fund Advisors, sole voting power as to 581,075
and sole dispositive power as to 816,712 shares; (iii) Barclays
Global Investors, Ltd., sole voting power as to 19,090 shares and sole
dispositive power as to 53,029 shares; (iv) Barclays Global Investors
Japan Limited, sole voting and dispositive power as to 15,330 shares;
(v) Barclays Global Investors Canada Limited, sole voting and
dispositive power as to 24,781 shares; and (vi) Barclays Global
Investors Australia Limited and Barclays Global Investors (Deutschland)
AG, sole voting and dispositive power as to no shares. We have
not attempted to verify independently any of the information contained in
the Schedule 13G.
|
Name
|
Common Stock (1)
|
Percent
|
|||
David
Gallitano
|
14,354
|
*
|
|||
Robert
Graham
|
17,260
|
*
|
|||
Regina
Herzlinger
|
46,959
|
*
|
|||
Kevin
Hickey
|
44,353
|
*
|
|||
Alif
Hourani
|
18,871
|
*
|
Ruben
King-Shaw, Jr.
|
25,746
|
*
|
|||
Christian
Michalik
|
82,997
|
*
|
|||
Neal
Moszkowski
|
25,107
|
*
|
|||
Charles
G. Berg
|
351,503
|
*
|
|||
Heath
G. Schiesser
|
495,156
|
1.2
|
|||
Todd
S. Farha(2)
|
618,835
|
(5)
|
1.5
|
||
Thomas
L. Tran
|
50,000
|
*
|
|||
Paul
L. Behrens(3)
|
197,977
|
(5)
|
*
|
||
Anil
Kottoor(4)
|
16,249
|
(5)
|
*
|
||
Adam
T. Miller
|
63,195
|
*
|
|||
Thomas
F. O’Neil III
|
70,912
|
*
|
|||
All
Directors and Executive Officers as a Group (16 persons)
|
1,404,624
|
3.3
|
*
|
Less
than one percent
|
(1)
|
Certain
of our executive officers and directors hold their shares in brokerage
accounts where there may be a loan balance from time to time that is
secured by all of the assets in the account, including shares of our
common stock. Accordingly, even though there may be substantial
assets in the account, the shares of our stock in these accounts could
technically be sold in a margin sale.
|
(2)
|
Mr.
Farha resigned his positions as Chairman and as President and Chief
Executive Officer effective January 25, 2008 and ceased employment with us
on March 31, 2008.
|
(3)
|
Mr.
Behrens resigned his positions as Senior Vice President and Chief
Financial Officer effective January 25, 2008 and ceased employment with us
on March 31, 2008.
|
(4)
|
Mr.
Kottoor’s employment was terminated effective December 19,
2008.
|
(5)
|
Based
on information known to the
Company.
|
Included
|
Excluded
|
||||||||||||
Name
|
Common Stock
|
Unvested
Common
Stock
|
Vested
Stock
Options
|
Stock
Options that
Vest within
60 Days
|
Stock
Options that
Vest in
More than
60 Days
|
Performance
Shares that
Vest in More
than 60 Days
|
|||||||
David
Gallitano
|
—
|
14,354
|
—
|
—
|
—
|
—
|
|||||||
Robert
Graham
|
1,388
|
1,389
|
14,483
|
—
|
—
|
—
|
|||||||
Regina
Herzlinger
|
18,331
|
—
|
28,628
|
—
|
—
|
—
|
|||||||
Kevin
Hickey
|
26,063
|
—
|
18,290
|
—
|
—
|
—
|
|||||||
Alif
Hourani
|
581
|
—
|
18,290
|
—
|
—
|
—
|
|||||||
Ruben
King-Shaw, Jr.
|
15,081
|
—
|
10,665
|
—
|
—
|
—
|
|||||||
Christian
Michalik
|
31,050
|
—
|
51,947
|
—
|
—
|
—
|
|||||||
Neal
Moszkowski
|
10,822
|
—
|
14,285
|
—
|
—
|
—
|
|||||||
Charles
G. Berg
|
64,003
|
100,000
|
150,000
|
37,500
|
112,500
|
—
|
|||||||
Heath
G. Schiesser
|
86,279
|
191,334
|
196,710
|
20,833
|
350,498
|
—
|
|||||||
Todd
S. Farha
|
618,835
|
—
|
—
|
—
|
—
|
130,000
|
(1)
|
||||||
Thomas
L. Tran
|
—
|
50,000
|
—
|
—
|
100,000
|
—
|
|||||||
Paul
L. Behrens
|
197,977
|
—
|
—
|
—
|
—
|
—
|
|||||||
Anil
Kottoor
|
16,249
|
—
|
—
|
—
|
—
|
—
|
|||||||
Adam
T. Miller
|
13,732
|
14,054
|
35,409
|
—
|
81,868
|
—
|
|||||||
Thomas
F. O’Neil III
|
8,412
|
37,500
|
25,000
|
—
|
75,000
|
—
|
|||||||
All
Directors and Executive Officers as a Group (16
persons)
|
277,763
|
491,906
|
576,622
|
58,333
|
928,615
|
130,000
|
(1)
|
Pursuant
to an award agreement dated June 6, 2005, Mr. Farha was eligible to
receive a maximum of 130,000 shares of our common stock based upon the
achievement of certain performance criteria. Specifically, Mr.
Farha was eligible to earn, if any shares, a (i) threshold of 32,500
shares, (ii) target of 65,000 shares, or (iii) a maximum of 130,000 shares
on June 6, 2008 based on the achievement of compounded annual percentage
increases in diluted net income per share over the three-year period
measured from January 1, 2005 through December 31, 2007. It has
not yet been determined whether Mr. Farha has earned any of these
shares. See “Potential Payments to Named
Executive Officers upon Termination or Change in Control” above for
a discussion of Mr. Farha’s separation agreement and the treatment of
these shares.
|
|
·
|
A
director, who is, or has been within the last three years, an employee of
the Company or any subsidiary, or whose immediate family member is, or has
been within the last three years, an executive officer of the Company, is
not independent until three years after the end of such employment
relationship;
|
|
·
|
A
director who has received, or has an immediate family member who has
received, more than $120,000 per year in direct compensation
from the Company or any subsidiary, other than director and committee fees
and pension or other forms of deferred compensation for prior service
(provided such compensation is not contingent in any way on continued
service), is not independent until three years after he or she ceases to
receive more than $120,000 per year in such
compensation;
|
|
·
|
A
director who is a current partner or employee of the firm that is the
internal or external auditor of the Company or any subsidiary; a director
who has an immediate family member who is a current partner of such firm;
a director who has an immediate family member who is a current employee of
such firm and who personally worked on the Company’s audit; or a director
or an immediate family member was, within the last three years, a partner
or employee of such firm and personally worked on the Company’s audit
within that time, is not
independent;
|
|
·
|
A
director or an immediate family member who is, or has been within the last
three years, employed as an executive officer of another company where any
of our present executives at the same time serves or served on that
company’s Compensation Committee, is not independent until three years
after the end of such service or the employment relationship;
and
|
|
·
|
A
director who, or whose immediate family member, is a current executive
officer of a company that has made payments to, or received payments from,
our company or any of our subsidiaries for property or services in an
amount which, in any of the last three fiscal years, exceeds the greater
of $1 million or 2% of such other company’s consolidated gross revenues,
is not independent until three years after such payments fall below such
threshold.
|
|
•
|
Senator
Graham and/or his immediate family members have an ownership interest of
approximately 23% in The Graham Companies, the landlord under a lease
agreement with one of our subsidiaries with respect to office space in
south Florida. The Board concluded that this relationship did
not impair Senator Graham’s independence because (i) we have had a
relationship with The Graham Companies for many years prior to Senator
Graham’s relationship with us and (ii) this relationship does not impair
Senator Graham’s independence.
|
|
•
|
Mr.
Hickey is a senior advisor to D2Hawkeye, Inc. now a part of Verisk,
Inc. (“D2Hawkeye”), a company where he previously served as
president from January 2006 to December 2007. In February 2007,
we entered into a services contract with D2Hawkeye pursuant to which
D2Hawkeye has developed an internet-based portal for certain of our health
care providers. The Board has reviewed the salient facts
regarding this relationship, including compensation received from
D2Hawkeye by Mr. Hickey, Mr. Hickey’s former ownership interest in
D2Hawkeye, amounts paid by us to D2Hawkeye, D2Hawkeye’s revenues, the fact
that D2Hawkeye has since been purchased by a larger company, Insurance
Services Office, Inc. (ISO), and other facts. Following this
review, our Board concluded that this relationship did not impair Mr.
Hickey’s independence under the standards set forth above. In
particular, our payments to D2Hawkeye did not exceed the greater of $1
million or 2% of D2Hawkeye’s gross revenues in any
year.
|
|
•
|
Todd
Farha, the Company’s president and chief executive officer until his
resignation in January 2008, in the past had invested in several funds
managed, directly or indirectly, by private equity firms affiliated with
Messrs. Michalik and Moszkowski. In each case Mr. Farha’s
investment represented less than 1% of the funds’ aggregate committed
capital. Mr. Farha also had a small direct investment in a
company in which Mr. Michalik’s firm held a majority ownership
interest. Based on a review of these circumstances, our Board
determined that these relationships did not impair the independence of
Messrs. Michalik and Moszkowski. In addition, Mr. Farha is a
first cousin of Mr. Hourani. However, our Board determined that
this relationship did not impair Mr. Hourani’s
independence.
|
Services
|
2008
|
2007
|
||||||
Audit
|
$
|
12,018,500
|
(1)
|
$
|
3,164,500
|
(1)
|
||
Audit-related
|
$
|
129,104
|
(2)
|
$
|
271,621
|
(2)
|
||
Tax
|
—
|
—
|
||||||
Other
|
—
|
—
|
(1)
|
The
audit services billed by Deloitte & Touche LLP in 2008 and 2007
include services rendered for the audit of our annual consolidated
financial statements, management’s assessment on internal control over
financial reporting, the effectiveness of internal control over financial
reporting and review of the interim financial statements included in our
quarterly reports on Form 10-Q. This amount also includes fees billed
for services normally provided by an independent auditor in connection
with subsidiary audits, statutory requirements, regulatory filings and
similar engagements. The 2008 audit fees include services
provided to expand the audit scope relating to the investigation of the
Company by certain federal and state agencies in connection with the audit
of the 2007 financial statements and the restatement of the Company’s
2004, 2005 and 2006 financial statements.
|
(2)
|
The
audit-related services billed by Deloitte & Touche LLP in 2008
and 2007 related to consultations regarding financial accounting and
reporting standards, information systems audits and other attest
services.
|
(a)
|
Financial
Statements and Financial Statement
Schedules
|
|
Our
financial statements and financial statement schedules are included in the
2008 Form 10-K.
|
(b)
|
Exhibits
|
|
In
the past, we have elected to file with the SEC substantially all of our
Medicaid and Medicare contracts and amendments thereto (the “Operational
Contracts”). As our business has developed, we have concluded that this
approach does not provide our investors with an understanding as to which
of our Operational Contracts, if any, are material to our business. As a
result, we have decided to modify our practice with respect to the filing
of contracts and amendments as discussed below. We believe that our
modified practice will provide greater clarity to our investors regarding
the Operational Contracts that management believes are material to our
business.
|
|
|
|
As
discussed elsewhere, we have two reportable business segments: Medicaid
and Medicare. In our Medicaid segment, we define our customer as the state
and related governmental agencies that have common control over the
contracts under which we operate in that particular state. We enter into
contracts with the states or state agencies in the ordinary course of our
business pursuant to which we provide Medicaid programs and services to
beneficiaries in each of the states in which our Medicaid plans operate.
In certain states in which we offer numerous programs or operate in
multiple regions, we may operate under several contracts, all or
substantially all of which are with a single governmental agency that has
common control over the contracts under which we operate in that
particular state. In determining whether our Medicaid business is
substantially dependent on any contract, we have considered collectively
all of the contracts that are under common control in each particular
state. Further, we consider our Medicaid business to be substantially
dependent on the operations in any particular state, and consequently file
with the SEC all of the related contracts under common control in any such
state, if we derive 10% or greater of our annual Medicaid segment revenues
from, or have 10% or greater of our total Medicaid membership in, any such
state. With respect to states from which we derive less than 10% of our
annual Medicaid segment revenues or have less than 10% of our total
Medicaid membership, we take into account any qualitative factors before
determining whether our business is substantially dependent on the
operations in such states.
|
|
|
|
In
our Medicare segment, we have just one customer, CMS, from which we
receive substantially all of our Medicare segment premium revenues. We
enter into separate contracts with CMS pursuant to which we offer our CCP,
PFFS, PPO and PDP Medicare programs. Accordingly, we offer our Medicare
plans under multiple contracts with CMS. Because we believe that CMS has
common control over all of our Medicare contracts, we consider our
Medicare segment business to be substantially dependent on our contracts
with CMS and, as a result, file them with the
SEC.
|
|
|
|
For
a list of exhibits to this 2008 Form 10-K, see the Exhibit Index
which is incorporated herein by
reference.
|
(c)
|
Financial
Statements
|
|
Our
financial statements are included in the 2008 Form
10-K.
|
WELLCARE
HEALTH PLANS, INC.
|
||
Date: April
30, 2009
|
By:
|
/s/
Heath
Schiesser
|
Heath
Schiesser
|
||
President
and Chief Executive Officer
|
INCORPORATED BY REFERENCE
|
|||||||||
Exhibit
Number
|
Description
|
Form
|
Filing Date
with SEC
|
Exhibit
Number
|
|||||
2.1
|
Agreement
and Plan of Merger, dated as of February 12, 2004, between WellCare
Holdings, LLC and WellCare Group, Inc.
|
S-1/A
|
June 8,
2004
|
2.1
|
|||||
3.1
|
Amended
and Restated Certificate of Incorporation of the
Registrant
|
10-Q
|
August 13,
2004
|
3.1
|
|||||
3.2
|
Amended
and Restated Bylaws of the Registrant
|
10-Q
|
August 13,
2004
|
3.2
|
|||||
3.2.1
|
Amendment
No. 1 to the Amended and Restated Bylaws of the
Registrant
|
8-K
|
January
31, 2008
|
3.2
|
|||||
4.1
|
Specimen
common stock certificate
|
S-1/A
|
June 29,
2004
|
4.1
|
|||||
10.1
|
Purchase
Agreement, dated as of May 17, 2002, by and among WellCare Holdings,
LLC, WellCare Acquisition Company, the stockholders listed on the
signature page thereto, WellCare HMO, Inc., HealthEase of
Florida, Inc., Comprehensive Health Management of Florida, Inc.
and Comprehensive Health Management, L.C.
|
S-1
|
February 13,
2004
|
10.5
|
|||||
10.2
|
Registration
Rights Agreement, dated as of September 6, 2002, by and among
WellCare Holdings, LLC and certain equity holders
|
S-1
|
February 13,
2004
|
10.13
|
|||||
10.3
|
WellCare
Holdings, LLC 2002 Senior Executive Equity Plan*
|
S-1
|
February 13,
2004
|
10.14
|
|||||
10.4
|
Form of
Subscription Agreement under 2002 Senior Executive Equity
Plan*
|
S-1
|
February 13,
2004
|
10.15
|
|||||
10.5
|
Form of
Restricted Stock Agreement under Registrant’s 2004 Equity Incentive
Plan*
|
8-K
|
March 17,
2005
|
10.1
|
|||||
10.6
|
Form of
Director Subscription Agreement*
|
10-K
|
February 14,
2006
|
10.14
|
|||||
10.7
|
WellCare
Holdings, LLC 2002 Employee Option Plan*
|
S-1
|
February 13,
2004
|
10.16
|
|||||
10.8
|
Form of
Time Vesting Option Agreement under 2002 Employee Option
Plan*
|
S-1
|
February 13,
2004
|
10.17
|
|||||
10.9
|
Registrant’s
2004 Equity Incentive Plan*
|
10-Q
|
August 13,
2004
|
10.4
|
|||||
10.10
|
Form of
Non-Qualified Stock Option Agreement under Registrant’s 2004 Equity
Incentive Plan*
|
10-Q
|
August 13,
2004
|
10.5
|
|||||
10.11
|
Form of
Incentive Stock Option Agreement under Registrant’s 2004 Equity Incentive
Plan*
|
10-Q
|
August 13,
2004
|
10.6
|
|||||
10.12
|
Form of
Non-Plan Time Vesting Option Agreement*
|
10-K
|
February 14,
2006
|
10.20
|
|||||
10.13
|
2005
Employee Stock Purchase Plan (No. 333-120257)*
|
S-8
|
November 5,
2004
|
4.7
|
|||||
10.14
|
Amendment
Number 1 to 2005 Employee Stock Purchase Plan*
|
8-K
|
September 29,
2006
|
10.1
|
|||||
10.15
|
Registrant’s
Special Retention Bonus Plan*
|
10-Q
|
March
2, 2009
|
10.41
|
|||||
10.16
|
Amended
and Restated Employment Agreement, dated as of June 6, 2005, by and
among the Registrant, Comprehensive Health Management, Inc. and Todd
S. Farha*
|
8-K
|
June 9,
2005
|
10.1
|
|||||
10.17
|
Separation
Agreement and General Release for All Claims by and among the Registrant,
Comprehensive Health Management, Inc. and Todd S. Farha*
|
8-K
|
January
31, 2008
|
10.1
|
|||||
10.18
|
Non-Qualified
Stock Option Agreement, dated as of June 6, 2005, by and between the
Registrant and Todd S. Farha*
|
8-K
|
June 9,
2005
|
10.2
|
10.19
|
Restricted
Stock Award Agreement, dated as of June 6, 2005, by and between the
Registrant and Todd S. Farha*
|
8-K
|
June 9,
2005
|
10.3
|
|||||
10.20
|
Performance
Share Award Agreement, dated as of June 6, 2005, by and between the
Registrant and Todd S. Farha*
|
8-K
|
June 9,
2005
|
10.4
|
|||||
10.21
|
Employment
Agreement, dated as of November 18, 2002, among the Registrant,
Comprehensive Health Management, Inc. and Thaddeus
Bereday*
|
S-1/A
|
June 29,
2004
|
10.22
|
|||||
10.22
|
Separation
Agreement and General Release for All Claims by and among the Registrant,
Comprehensive Health Management, Inc. and Thaddeus
Bereday*
|
8-K
|
January
31, 2008
|
10.3
|
|||||
10.23
|
Employment
Agreement dated as of September 15, 2003, among the Registrant,
Comprehensive Health Management, Inc. and Paul
Behrens*
|
S-1/A
|
June 29,
2004
|
10.23
|
|||||
10.24
|
Separation
Agreement and General Release for All Claims by and among the Registrant,
Comprehensive Health Management, Inc. and Paul Behrens*
|
8-K
|
January
31, 2008
|
10.2
|
|||||
10.25
|
Form of
Indemnification Agreement*
|
S-1/A
|
June 8,
2004
|
10.24
|
|||||
10.26
|
Offer
letter to Imtiaz (MT) Sattaur, dated December 5,
2003*
|
10-Q
|
May 10,
2005
|
10.18
|
|||||
10.27
|
Employment
Agreement effective as of January 25, 2008 by and among the
Registrant, Comprehensive Health Management, Inc. and Heath
Schiesser*
|
8-K
|
January
31, 2008
|
10.4
|
|||||
10.28
|
Letter
Agreement dated January 25, 2008 between the Registrant and Charles
Berg*
|
8-K
|
January
31, 2008
|
10.5
|
|||||
10.29
|
Restricted
Stock Agreement effective January 25, 2008 by and between the
Registrant and Heath Schiesser*
|
8-K
|
January
31, 2008
|
10.6
|
|||||
10.30
|
Restricted
Stock Agreement effective January 25, 2008 by and between the
Registrant and Charles Berg*
|
8-K
|
January
31, 2008
|
10.7
|
|||||
10.31
|
Non-Qualified
Stock Option Agreement effective January 25, 2008 by and between the
Registrant and Heath Schiesser*
|
8-K
|
January
31, 2008
|
10.8
|
|||||
10.32
|
Non-Qualified
Stock Option Agreement effective January 25, 2008 by and between the
Registrant and Charles Berg*
|
8-K
|
January
31, 2008
|
10.9
|
|||||
10.33
|
Amendment
to Non-Qualified Stock Option Agreement effective January 25, 2008 by and
between the Registrant and Charles Berg*
|
10-K
|
March
16, 2009
|
10.33
|
|||||
10.34
|
Offer
letter to Anil Kottoor, dated December 18, 2006*
|
10-Q
|
March
2, 2009
|
10.39
|
|||||
10.35
|
Letter
Agreement to Anil Kottoor, dated July 2, 2008*
|
10-Q
|
March
2, 2009
|
10.27
|
|||||
10.36
|
Offer
letter to Adam Miller, dated January 17, 2006*
|
10-Q
|
March
2, 2009
|
10.40
|
|||||
10.37
|
Employment
Agreement effective as of April 1, 2008 by and among the Registrant,
Comprehensive Health Management, Inc. and Thomas F. O’Neil
III*
|
8-K
|
April
3, 2008
|
10.1
|
|||||
10.38
|
Amendment
No. 1 to Employment Agreement effective as of April 1, 2008 by and
among the Registrant, Comprehensive Health Management, Inc. and Thomas F.
O’Neil III*
|
10-K
|
March
16, 2009
|
10.38
|
|||||
10.39
|
Restricted
Stock Agreement effective as of April 1, 2008 by and between the
Registrant and Thomas F. O’Neil III*
|
8-K
|
April
3, 2008
|
10.2
|
|||||
10.40
|
Non-Qualified
Stock Option Agreement effective as of April 1, 2008 by and between
the Registrant and Thomas F. O’Neil III*
|
8-K
|
April
3, 2008
|
10.3
|
10.41
|
Employment
Agreement by and among Thomas L. Tran, the Registrant and Comprehensive
Health Management, Inc.*
|
8-K
|
July
17, 2008
|
10.1
|
|||||
10.42
|
Amendment
No. 1 to Employment Agreement by and among Thomas L. Tran, the Registrant
and Comprehensive Health Management, Inc.*
|
10-K
|
March
16, 2009
|
10.42
|
|||||
10.43
|
Form
of Restricted Stock Agreement between Thomas L. Tran and the
Registrant*
|
8-K
|
July
17, 2008
|
10.3
|
|||||
10.44
|
Form
of Non-Qualified Stock Option Agreement between Thomas L. Tran and the
Registrant*
|
8-K
|
July
17, 2008
|
10.4
|
|||||
10.45
|
Employment
Agreement by and among Jonathan P. Rich, the Registrant and Comprehensive
Health Management, Inc.*
|
8-K
|
August
13, 2008
|
10.1
|
|||||
10.46
|
Amendment
No. 1 to Employment Agreement by and among Jonathan P. Rich, the
Registrant and Comprehensive Health Management, Inc.*
|
10-K
|
March
16, 2009
|
10.46
|
|||||
10.47
|
Form
of Restricted Stock Agreement between Jonathan P. Rich and the
Registrant*
|
8-K
|
August
13, 2008
|
10.3
|
|||||
10.48
|
Form
of Non-Qualified Stock Option Agreement between Jonathan P. Rich and the
Registrant*
|
8-K
|
August
13, 2008
|
10.4
|
|||||
10.49
|
Employment
Agreement by and among Rex M. Adams, the Registrant and Comprehensive
Health Management, Inc.
|
8-K
|
September
2, 2008
|
10.1
|
|||||
10.50
|
Restricted
Stock Agreement between Rex M. Adams and the Registrant*
|
8-K
|
September
2, 2008
|
10.3
|
|||||
10.51
|
Non-Qualified
Stock Option Agreement between Rex M. Adams and the
Registrant*
|
8-K
|
September
2, 2008
|
10.4
|
|||||
10.52
|
Credit
Agreement, dated as of May 13, 2004, by and among WellCare Holdings,
LLC, the Registrant, The WellCare Management Group, Inc.,
Comprehensive Health Management, Inc. and Credit Suisse First Boston,
as Administrative Agent
|
S-1/A
|
June 8,
2004
|
10.29
|
|||||
10.53
|
First
Amendment to Credit Agreement, dated as of September 1, 2005, by and
among, the Registrant, certain subsidiaries of the Registrant, certain
lenders and Wachovia Bank, National Association
|
8-K
|
September 1,
2005
|
10.1
|
|||||
10.54
|
Second
Amendment to Credit Agreement, dated as of September 28, 2006, by and
among, the Registrant, certain subsidiaries of the Registrant, certain
lenders and Wachovia Bank, National Association
|
8-K
|
September 29,
2006
|
10.2
|
|||||
10.55
|
Third
Amendment to Credit Agreement, dated as of January 31, 2008, by and among,
the Registrant, certain subsidiaries of the Registrant, certain lenders
and Wachovia Bank, National Association
|
10-Q
|
March
2, 2009
|
10.37
|
|||||
10.56
|
Agreement,
by and among the Registrant, the United States Attorney’s Office for the
Middle District of Florida, the Agency for Health Care Administration and
the Florida Attorney General’s Medicaid Fraud Control Unit, dated as of
August 18, 2008.
|
8-K
|
August
18, 2008
|
10.1
|
|||||
10.57
|
Contract
No. FAR001 between the State of Florida, Agency for Healthcare
Administration and HealthEase of Florida, Inc. (Medicaid Reform
2006-2009)
|
8-K
|
September 1,
2006
|
10.1
|
|||||
10.58
|
Amendment
to Contract No. FAR001 between the State of Florida, Agency for
Healthcare Administration and HealthEase of Florida, Inc. (Medicaid
Reform 2006-2009)
|
8-K
|
September 18,
2006
|
10.3
|
10.59
|
Amendment
to Contract No. FAR001 between the State of Florida, Agency for
Healthcare Administration and HealthEase of Florida, Inc. (Medicaid
Reform 2006-2009)
|
8-K
|
June 22,
2007
|
10.1
|
|||||
10.60
|
Amendment
to Contract No. FAR001 between the State of Florida, Agency for
Healthcare Administration and HealthEase of Florida, Inc. (Medicaid
Reform 2006-2009)
|
8-K
|
July 30,
2007
|
10.1
|
|||||
10.61
|
Amendment
to Contract No. FAR001 between the State of Florida, Agency for
Healthcare Administration and HealthEase of Florida, Inc. (Medicaid
Reform 2006-2009)
|
8-K
|
October 4,
2007
|
10.3
|
|||||
10.62
|
Amendment
to Contract No. FAR001 between the State of Florida, Agency for
Healthcare Administration and HealthEase of Florida, Inc. (Medicaid
Reform 2006-2009)
|
8-K
|
December 28,
2007
|
10.3
|
|||||
10.63
|
Amendment
to Contract No. FAR001 between the State of Florida, Agency for
Healthcare Administration and HealthEase of Florida, Inc. (Medicaid Reform
2006-2009)
|
8-K
|
February
6, 2008
|
10.3
|
|||||
10.64
|
Amendment
to Contract No. FAR001 between the State of Florida, Agency for
Healthcare Administration and HealthEase of Florida, Inc. (Medicaid Reform
2006-2009)
|
8-K
|
February
6, 2008
|
10.4
|
|||||
10.65
|
Amendment
to Contract No. FAR001, dated June 26, 2006, between the State
of Florida, Agency for Health Care Administration and HealthEase Health
Plan of Florida, Inc. (Medicaid Reform 2006-2009)
|
8-K
|
September
12, 2008
|
10.1
|
|||||
10.66
|
Amendment
to Contract No. FAR001, dated June 26, 2006, between the State of
Florida, Agency for Health Care Administration and HealthEase Health Plan
of Florida, Inc. (Medicaid Reform 2006-2009)
|
8-K
|
September
12, 2008
|
10.2
|
|||||
10.67
|
Contract
No. FAR009 between the State of Florida, Agency for Healthcare
Administration and WellCare of Florida, Inc. d/b/a/ Staywell Health
Plan of Florida (Medicaid Reform 2006-2009)
|
8-K
|
September 1,
2006
|
10.2
|
|||||
10.68
|
Amendment
to Contract No. FAR009 between the State of Florida, Agency for
Healthcare Administration and WellCare of Florida, Inc. d/b/a/
Staywell Health Plan of Florida (Medicaid Reform
2006-2009)
|
8-K
|
September 18,
2006
|
10.2
|
|||||
10.69
|
Amendment
to Contract No. FAR009 between the State of Florida, Agency for
Healthcare Administration and WellCare of Florida, Inc. d/b/a/
Staywell Health Plan of Florida (Medicaid Reform
2006-2009)
|
8-K
|
June 22,
2007
|
10.2
|
|||||
10.70
|
Amendment
to Contract No. FAR009 between the State of Florida, Agency for
Healthcare Administration and WellCare of Florida, Inc. d/b/a/
Staywell Health Plan of Florida (Medicaid Reform
2006-2009)
|
8-K
|
July
30, 2007
|
10.2
|
|||||
10.71
|
Amendment
to Contract No. FAR009 between the State of Florida, Agency for
Healthcare Administration and WellCare of Florida, Inc. d/b/a/
Staywell Health Plan of Florida (Medicaid Reform
2006-2009)
|
8-K
|
October 4,
2007
|
10.4
|
|||||
10.72
|
Amendment
to Contract No. FAR009 between the State of Florida, Agency for
Healthcare Administration and WellCare of Florida, Inc. d/b/a/
Staywell Health Plan of Florida (Medicaid Reform
2006-2009)
|
8-K
|
December 28,
2007
|
10.4
|
10.73
|
Amendment
to Contract No. FAR009 between the State of Florida, Agency for
Healthcare Administration and WellCare of Florida, Inc. d/b/a Staywell
Health Plan of Florida (Medicaid Reform 2006-2009)
|
8-K
|
February
6, 2008
|
10.5
|
|||||
10.74
|
Amendment
to Contract No. FAR009 between the State of Florida, Agency for
Healthcare Administration and WellCare of Florida, Inc. d/b/a Staywell
Health Plan of Florida (Medicaid Reform 2006-2009)
|
8-K
|
February
6, 2008
|
10.6
|
|||||
10.75
|
Amendment
to Contract No. FAR009, dated June 26, 2006, between the State
of Florida, Agency for Health Care Administration and WellCare of Florida,
Inc. d/b/a Staywell Health Plan of Florida (Medicaid Reform
2006-2009)
|
8-K
|
September
12, 2008
|
10.3
|
|||||
10.76
|
Amendment
to Contract No. FAR009, dated June 26, 2006, between the State of
Florida, Agency for Health Care Administration and WellCare of Florida,
Inc. d/b/a Staywell Health Plan of Florida (Medicaid Reform
2006-2009)
|
8-K
|
September
12, 2008
|
10.4
|
|||||
10.77
|
Contract
No. FA619 between the State of Florida, Agency for Healthcare
Administration and HealthEase of Florida, Inc. (Medicaid Non-Reform
2006-2009)
|
8-K
|
September 18,
2006
|
10.2
|
|||||
10.78
|
Amendment
to Contract No. FA619 between the State of Florida, Agency for
Healthcare Administration and HealthEase of Florida, Inc. (Medicaid
Non-Reform 2006-2009)
|
8-K
|
October 4,
2007
|
10.1
|
|||||
10.79
|
Amendment
to Contract No. FA619 between the State of Florida, Agency for
Healthcare Administration and HealthEase of Florida, Inc. (Medicaid
Non-Reform 2006-2009)
|
8-K
|
December 28,
2007
|
10.1
|
|||||
10.80
|
Amendment
to Contract No. FA619 between the State of Florida, Agency for
Healthcare Administration and HealthEase of Florida, Inc. (Medicaid
Non-Reform 2006-2009)
|
8-K
|
February
6, 2008
|
10.1
|
|||||
10.81
|
Amendment
to Contract No. FA619 between the State of Florida, Agency for Health
Care Administration and HealthEase of Florida, Inc. (Medicaid Non-Reform
2006-2009)
|
8-K
|
May
7, 2008
|
10.1
|
|||||
10.82
|
Amendment
to Contract No. FA619, dated September 1, 2006, between the State of
Florida, Agency for Health Care Administration and HealthEase of Florida,
Inc. (Medicaid Non-Reform Contract 2006-2009)
|
8-K
|
September
12, 2008
|
10.7
|
|||||
10.83
|
Contract
No. FA615 between the State of Florida, Agency for Healthcare
Administration and WellCare of Florida, Inc. d/b/a/ Staywell Health
Plan of Florida (Medicaid Non-Reform 2006-2009)
|
8-K
|
September 18,
2006
|
10.1
|
|||||
10.84
|
Amendment
to Contract No. FA615 between the State of Florida, Agency for
Healthcare Administration and WellCare of Florida, Inc. d/b/a/
Staywell Health Plan of Florida (Medicaid Non-Reform
2006-2009)
|
8-K
|
June 29,
2007
|
10.3
|
|||||
10.85
|
Amendment
to Contract No. FA615 between the State of Florida, Agency for
Healthcare Administration and WellCare of Florida, Inc. d/b/a/
Staywell Health Plan of Florida (Medicaid Non-Reform
2006-2009)
|
8-K
|
October 4,
2007
|
10.2
|
|||||
10.86
|
Amendment
to Contract No. FA615 between the State of Florida, Agency for
Healthcare Administration and WellCare of Florida, Inc. d/b/a/
Staywell Health Plan of Florida (Medicaid Non-Reform
2006-2009)
|
8-K
|
December 28,
2007
|
10.2
|
10.87
|
Amendment
to Contract No. FA 615 between the State of Florida, Agency for
Healthcare Administration and WellCare of Florida, Inc. d/b/a Staywell
Health Plan of Florida (Medicaid Non-Reform 2006-2009)
|
8-K
|
February
6, 2008
|
10.2
|
|||||
10.88
|
Amendment
to Contract FA615 between the State of Florida, Agency for Health Care
Administration and WellCare of Florida, Inc. d/b/a Staywell Health Plan of
Florida
|
8-K
|
May
7, 2008
|
10.2
|
|||||
10.89
|
Amendment
to Contract No. FA615, dated September 1, 2006, between the State of
Florida, Agency for Health Care Administration and WellCare of Florida,
Inc. d/b/a Staywell Health Plan of Florida (Medicaid Non-Reform Contract
2006-2009)
|
8-K
|
September
12, 2008
|
10.5
|
|||||
10.90
|
Amendment
to Contract No. FA615, dated September 1, 2006, between the State of
Florida, Agency for Health Care Administration and WellCare of Florida,
Inc. d/b/a Staywell Health
|
8-K
|
September
12. 2008
|
10.6
|
|||||
10.91
|
Medical
Services Agreement between Florida Healthy Kids Corporation and HealthEase
of Florida, Inc. and WellCare of Florida, Inc. (f/k/a WellCare
HMO, Inc.) d/b/a Staywell Health Plan of Florida
|
8-K
|
October 4,
2005
|
10.1
|
|||||
10.92
|
Amendment
to Medical Services Agreement between Florida Healthy Kids Corporation and
HealthEase of Florida, Inc. and WellCare of Florida, Inc. (f/k/a
WellCare HMO, Inc.) d/b/a Staywell Health Plan of
Florida
|
8-K
|
January 12,
2007
|
10.4
|
|||||
10.93
|
Amendment
to Medical Services Agreement between Florida Healthy Kids Corporation and
HealthEase of Florida, Inc. and WellCare of Florida, Inc. (f/k/a
WellCare HMO, Inc.) d/b/a Staywell Health Plan of
Florida
|
8-K
|
December 10,
2007
|
10.1
|
|||||
10.94
|
Medical
Services Agreement between the Florida Healthy Kids Corporation and
HealthEase of Florida, Inc. and WellCare of Florida, Inc. (f/k/a WellCare
HMO, Inc.) d/b/a Staywell Health Plan of Florida.
|
8-K
|
August
20, 2008
|
10.1
|
|||||
10.95
|
Amendment
number 1 to Medical Services Agreement between the Florida Healthy Kids
Corporation and HealthEase of Florida, Inc. and WellCare of Florida, Inc.
(f/k/a WellCare HMO, Inc.) d/b/a Staywell Health Plan of
Florida
|
8-K
|
October
14, 2008
|
10.2
|
|||||
10.96
|
Department
of Elder Affairs Standard Contract (XQ744), between the State of Florida
Department of Elder Affairs and WellCare of
Florida, Inc.
|
8-K
|
September 7,
2007
|
10.1
|
|||||
10.97
|
Amendment
number 1 to Department of Elder Affairs Standard Contract (XQ744), between
the State of Florida Department of Elder Affairs and WellCare of Florida,
Inc.
|
8-K
|
February
21, 2008
|
10.1
|
|||||
10.98
|
Contract
No. 0654 between The Georgia Department of Community Health and
WellCare of Georgia, Inc. for Provision of Services to Georgia
Healthy Families
|
10-Q
|
August 4,
2005
|
10.19
|
|||||
10.99
|
Amendment
number 1 to Contract 0654 between The Georgia Department of Community
Health and WellCare of Georgia, Inc. for Provision of Services to
Georgia Healthy Families
|
8-K
|
April 25,
2007
|
10.1
|
10.100
|
Amendment
number 2 to Contract 0654 between the Georgia Department of Community
Health and WellCare of Georgia, Inc. for Provision of Services to Georgia
Healthy Families
|
8-K
|
January
30, 2008
|
10.2
|
|||||
10.101
|
Amendment
number 3 to Contract 0654 between the Georgia Department of Community
Health and WellCare of Georgia, Inc. for Provision of Services to Georgia
Healthy Families
|
8-K
|
October
30, 2008
|
10.1
|
|||||
10.102
|
Amendment
number 4 to Contract 0654 between the Georgia Department of Community
Health and WellCare of Georgia, Inc. for Provision of Services to Georgia
Healthy Families
|
8-K
|
October
30, 2008
|
10.2
|
|||||
10.103
|
Amendment
number 5 to Contract 0654 between the Georgia Department of Community
Health and WellCare of Georgia, Inc. for Provision of Services to Georgia
Healthy Families
|
8-K
|
October
30, 2008
|
10.3
|
|||||
10.104
|
Contract
(H0712) between Centers for Medicare & Medicaid Services and
WellCare of Connecticut, Inc. (2006)
|
8-K
|
November 2,
2005
|
10.4
|
|||||
10.105
|
Contract
(H1032) between Centers for Medicare & Medicaid Services and
WellCare of Florida, Inc. (2006)
|
8-K
|
November 2,
2005
|
10.5
|
|||||
10.106
|
Contract
(H1112) between Centers for Medicare & Medicaid Services and
WellCare of Georgia, Inc. (2006)
|
8-K
|
November 2,
2005
|
10.6
|
|||||
10.107
|
Contract
(H1416) between Centers for Medicare & Medicaid Services and
Harmony Health Plan of Illinois, Inc. (2006)
|
8-K
|
November 2,
2005
|
10.7
|
|||||
10.108
|
Contract
(H1903) between Centers for Medicare & Medicaid Services and
WellCare of Louisiana, Inc. (2006)
|
8-K
|
November 2,
2005
|
10.8
|
|||||
10.109
|
Contract
(H3361) between Centers for Medicare & Medicaid Services and
WellCare of New York, Inc. (2006)
|
8-K
|
November 2,
2005
|
10.9
|
|||||
10.110
|
Contract
with Approved Entity Pursuant to Sections 1860D-1 through 1860D-42 of the
Social Security Act for the Operation of a Voluntary Medicare Prescription
Drug Plan between Centers for Medicare & Medicaid Services and
WellCare Prescription Insurance, Inc. (2006)
|
8-K
|
November 2,
2005
|
10.3
|
|||||
10.111
|
Amendment
to Contract with Approved Entity Pursuant to Sections 1860D-1 through
1860D-42 of the Social Security Act for the Operation of a Voluntary
Medicare Prescription Drug Plan between Centers for Medicare &
Medicaid Services and WellCare Prescription Insurance, Inc.
(2007)
|
10-Q
|
November 3,
2006
|
10.13
|
|||||
10.112
|
Renewal
Notice regarding Contract S5967 between the Centers for Medicare and
Medicaid Services and WellCare Prescription Insurance, Inc. with Addendum
(2008)
|
8-K
|
September
29, 2008
|
10.1
|
|||||
10.113
|
Contract
(H0967) between the Centers for Medicare & Medicaid Services and
WellCare Health Insurance of Illinois, Inc.
|
8-K
|
November 9,
2007
|
10.1
|
|||||
10.114
|
Contract
(H1216) between the Centers for Medicare & Medicaid Services and
Harmony Health Plan of Illinois, Inc. (d/b/a Harmony Health Plan of
Missouri)
|
8-K
|
November 9,
2007
|
10.2
|
|||||
10.115
|
Contract
(H1264) between the Centers for Medicare & Medicaid Services and
WellCare of Texas, Inc.
|
8-K
|
November 9,
2007
|
10.3
|
10.116
|
Contract
(H0913) between the Centers for Medicare & Medicaid Services and
WellCare Health Plans of New Jersey, Inc.
|
8-K
|
November 9,
2007
|
10.4
|
|||||
10.117
|
Contract
(H0117) between the Centers for Medicare & Medicaid Services and
WellCare of Ohio, Inc.
|
8-K
|
November 9,
2007
|
10.5
|
|||||
10.118
|
Contract
(H3292) between the Centers for Medicare & Medicaid Services and
WellCare Health Insurance of Arizona, Inc.
|
8-K
|
November 28,
2007
|
10.1
|
|||||
10.119
|
Contract
(#H6499) between Centers for Medicare & Medicaid Services and
Stone Harbor Insurance Company
|
10-Q
|
November 3,
2006
|
10.14
|
|||||
10.120
|
Contract
(#1340) between Centers for Medicare & Medicaid Services and
Advance / WellCare PFFS Insurance, Inc.
|
10-Q
|
November 3,
2006
|
10.15
|
|||||
10.121
|
Contract
(#H2491) between the Centers for Medicare & Medicaid Services and
WellCare Health Insurance of Arizona, Inc.
|
8-K
|
December
23, 2008
|
10.1
|
|||||
10.122
|
Contract
(#4577) between Centers for Medicare & Medicaid and Home Owners /
WellCare PFFS Insurance, Inc.
|
10-Q
|
November 3,
2006
|
10.16
|
|||||
10.123
|
Contract
(H1657) between the Centers for Medicare & Medicaid Services and
Harmony Health Plan of Illinois, Inc. d/b/a Harmony Health Plan of
Indiana
|
8-K
|
February
21, 2008
|
10.2
|
|||||
10.124
|
Stock
Option Agreement and General Release, by and between Comprehensive Health
Management, Inc. and Anil Kottoor*†
|
||||||||
10.125
|
Separation
Agreement and General Release, by and between Comprehensive Health
Management, Inc. and Anil Kottoor*†
|
||||||||
21.1
|
List
of subsidiaries
|
10-K
|
March
16, 2009
|
21.1
|
|||||
23.1
|
Consent
of Deloitte & Touche LLP
|
10-K
|
March
16, 2009
|
23.1
|
|||||
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley
Act of 2002
|
10-K
|
March
16, 2009
|
31.1
|
|||||
31.1.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley
Act of 2002†
|
||||||||
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley
Act of 2002
|
10-K
|
March
16, 2009
|
31.2
|
|||||
31.2.1
|
Certification
of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley
Act of 2002†
|
||||||||
32.1
|
Certification
of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley
Act of 2002
|
10-K
|
March
16, 2009
|
32.1
|
|||||
32.1.1
|
Certification
of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley
Act of 2002†
|
||||||||
32.2
|
Certification
of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley
Act of 2002
|
10-K
|
March
16, 2009
|
32.2
|
|||||
32.2.1
|
Certification
of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley
Act of 2002†
|