AMENDMENT NO. 1 TO THE WELLCARE HEALTH PLANS, INC.Incentive Compensation Plan Amendment • January 23rd, 2020 • Centene Corp • Hospital & medical service plans
WHEREAS, Centene Corporation, a Delaware corporation (the “Corporation”), entered into an Agreement and Plan of Merger, dated as of March 26, 2019 (together with all schedules and exhibits thereto, the “Merger Agreement”) with Wellington Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Corporation (“Merger Sub I”), Wellington Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Corporation (“Merger Sub II”), and WellCare Health Plans, Inc., a Delaware corporation (“Target”), pursuant to which, effective as of the closing of the transactions contemplated by the Merger Agreement on January 23, 2020, (i) Merger Sub I merged with and into Target (the “First Merger”), with Target surviving the First Merger as a wholly owned subsidiary of the Corporation (the “Surviving Corporation”) and each share of common stock, par value $0.01 per share, of Target that was issued and outstanding immediately prior to the effective time of the First
