Common use of Required Delay For Certain Deferred Compensation and Section 409A Clause in Contracts

Required Delay For Certain Deferred Compensation and Section 409A. In the event that any compensation with respect to the Executive’s termination is “deferred compensation” within the meaning of Section 409A of the Code (“Section 409A”), the common shares of beneficial interest of the Company or any affiliate is publicly traded on an established securities market or otherwise, and the Executive is determined to be a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, payment of such compensation shall be delayed as required by Section 409A. Such delay shall last six (6) months from the date of the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company, except in the event of the Executive’s death. On the first day of the seventh month following the date of separation from service with the Company, or, if earlier, the Executive’s death, the Company will make a catch-up payment to the Executive equal to the total amount of such payments that would have been made during the six (6)-month period but for this Section 11. Such catch-up payment shall bear simple interest at the prime rate of interest as published by The Wall Street Journal’s bank survey as of the first day of the six (6)-month period, which such interest shall be paid with the catch-up payment. Wherever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

Required Delay For Certain Deferred Compensation and Section 409A. In the event that any compensation with respect Anything in this Agreement to the contrary notwithstanding, if the Company determines that at the time of Executive’s termination separation from service with the Company Executive is a “deferred compensationspecified employee” within the meaning of Section 409A of the Code (“Section 409A”), the common shares of beneficial interest of the Company or any affiliate is publicly traded on an established securities market or otherwise, and the Executive is determined to be a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such compensation payment shall not be delayed as required by Section 409A. Such delay payable and such benefit shall last six (6) months from not be provided until the date that is the earlier of the (A) six months and one day after Executive’s “separation from service” , or (within the meaning of Treas. Reg. Section 1.409A-1(h)B) with the Company, except in the event of the Executive’s death. On Within 30 days following the first day end of the seventh six-month following the date of separation from service with the Companyperiod, or, if earlier, the Executive’s death, the Company will shall make a catch-up payment to the Executive equal to the total amount of such the payments that would have been made during the six (6)-month six-month period but for this Section 11. Such catch-up payment shall bear the previous sentence, together with simple interest at the prime rate of interest as published by The the Wall Street Journal’s bank survey as of the first day of the six (6)-month six-month period, which such interest shall be paid with the catch-up payment. Wherever payments under this the Agreement are to be made in installments, each such installment shall be deemed to be is treated as a separate payment for purposes of Section 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion 409A of the CompanyCode.

Required Delay For Certain Deferred Compensation and Section 409A. In the event that any compensation with respect to the Executive’s termination is “deferred compensation” within the meaning of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), the common shares stock of beneficial interest of WellCare, the Company Corporation or any affiliate is publicly traded on an established securities market or otherwise, and the Executive is determined to be a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, payment of such compensation shall be delayed as required by Section 409A. Such delay shall last six (6) months from the date of the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Companytermination, except in the event of the Executive’s death. On the first day of the seventh month Within thirty (30) days following the date end of separation from service with the Companysuch six (6)-month period, or, if earlier, the Executive’s death, the Company will Corporation shall make a catch-up payment to the Executive equal to the total amount of such payments that would have been made during the six (6)-month period but for this Section 114.4. Such catch-up payment shall bear simple interest at the prime rate of interest as published by The the Wall Street Journal’s bank survey as of the first day of the six (6)-month period, which such interest shall be paid with the catch-up payment. Wherever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.409A.

Required Delay For Certain Deferred Compensation and Section 409A. In the event that any compensation with respect to the Executive’s 's termination is “"deferred compensation” " within the meaning of Section 409A of the Code and the regulations promulgated thereunder (“"Section 409A”"), the common shares stock of beneficial interest of WellCare, the Company Corporation or any affiliate is publicly traded on an established securities market or otherwise, and the Executive is determined to be a “"specified employee,” " as defined in Section 409A(a)(2)(B)(i) of the Code, payment of such compensation shall be delayed as required by Section 409A. Such delay shall last six (6) months from the date of the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company's termination, except in the event of the Executive’s 's death. On the first day of the seventh month Within thirty (30) days following the date end of separation from service with the Companysuch six-month period, or, if earlier, the Executive’s 's death, the Company Corporation will make a catch-up payment to the Executive equal to the total amount of such payments that would have been made during the six (6)-month six-month period but for this Section 114.4. Such catch-up payment shall bear simple interest at the prime rate of interest as published by The the Wall Street Journal’s Journals' bank survey as of the first day of the six (6)-month month period, which such interest shall be paid with the catch-up payment. Wherever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.409A.

Required Delay For Certain Deferred Compensation and Section 409A. In the event that any compensation with respect to the Executive’s termination is “deferred compensation” within the meaning of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), the common shares stock of beneficial interest of WellCare, the Company Corporation or any affiliate is publicly traded on an established securities market or otherwise, and the Executive is determined to be a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, payment of such compensation shall be delayed as required by Section 409A. Such delay shall last six (6) months from the date of the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the CompanyCorporation, except in the event of the Executive’s death. On the first day of the seventh month following the date of separation from service with the CompanyCorporation, or, if earlier, the Executive’s death, the Company Corporation will make a catch-up payment to the Executive equal to the total amount of such payments that would have been made during the six (6)-month six-month period but for this Section 114.4. Such catch-up payment shall bear simple interest at the prime rate of interest as published by The Wall Street Journal’s bank survey as of the first day of the six (6)-month month period, which such interest shall be paid with the catch-up payment. Wherever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. Whenever a payment under Notwithstanding any provision of this Agreement specifies to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a payment period termination of employment that are considered deferred compensation under Section 409A, references to Executive’s “termination of employment” (and corollary terms) with reference the Corporation shall be construed to a number of days, the actual date of payment refer to Executive’s “separation from service” (within the specified period shall be within meaning of Treas. Reg. Section 1.409A-1(h)) with the sole discretion of the CompanyCorporation.

Required Delay For Certain Deferred Compensation and Section 409A. In the event that any compensation with respect Anything in this Agreement to the contrary notwithstanding, if the Company determines that at the time of Executive’s termination 's separation from service with the Company Executive is “deferred compensation” a "specified employee" within the meaning of Section 409A 409A(aX2XB)(i) of the Code, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of Executive's separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code (“Section 409A”), the common shares of beneficial interest as a result of the Company or any affiliate is publicly traded on an established securities market or otherwise, and the Executive is determined to be a “specified employee,” as defined in application of Section 409A(a)(2)(B)(i) of the Code, such payment of shall not be payable and such compensation benefit shall not be delayed as required by Section 409A. Such delay shall last six (6) months from provided until the date that is the earlier of the (A) six months and one day after Executive’s “'s separation from service” , or (within B) Executive's death. Within 30 days following the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company, except in the event end of the Executive’s death. On the first day of the seventh six-month following the date of separation from service with the Companyperiod, or, if earlier, the Executive’s 's death, the Company will shall make a catch-up payment to the Executive equal to the total amount of such the payments that would have been made during the six (6)-month six-month period but for this Section 11. Such catch-up payment shall bear the previous sentence, together with simple interest at the prime rate of interest as published by The the Wall Street Journal’s 's bank survey as of the first day of the six (6)-month six-month period, which such interest shall be paid with the catch-up payment. Wherever payments under this the Agreement are to be made in installments, each such installment shall be deemed to be is treated as a separate payment for purposes of Section 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion 409A of the CompanyCode.