0001279363-13-000054 Sample Contracts

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 22nd, 2013 • Wellcare Health Plans, Inc. • Hospital & medical service plans • Delaware

Pursuant to a Restricted Stock Unit Award Notice and Agreement (the “Award Notice”), WellCare Health Plans, Inc., a Delaware corporation (the “Company”), has granted to Participant named in the Award Notice the number of Restricted Stock Units (the “RSUs”) set forth in the Award Notice, subject to the terms and conditions of the Award Notice and this Restricted Stock Unit Award Agreement (the “Award Agreement” and together with the Award Notice, the “Award Documentation”).

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WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN PERFORMANCE STOCK UNIT AWARD NOTICE AND AGREEMENT
Performance Stock Unit Award Agreement • May 22nd, 2013 • Wellcare Health Plans, Inc. • Hospital & medical service plans

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Performance Stock Unit Award Notice and Agreement, including Appendix A attached hereto and incorporated herein, and the terms and conditions of the Performance Stock Unit Award Agreement that is available to you on the Company’s Intranet site and is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units, the vesting of which is conditioned upon the achievement of one or more performance goals (“PSUs”), described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.

PERFORMANCE STOCK UNIT AWARD AGREEMENT
Performance Stock Unit Award Agreement • May 22nd, 2013 • Wellcare Health Plans, Inc. • Hospital & medical service plans • Delaware

Pursuant to a Performance Stock Unit Award Notice and Agreement (the “Award Notice”), WellCare Health Plans, Inc., a Delaware corporation (the “Company”), has granted to Participant named in the Award Notice the number of Restricted Stock Units, the vesting of which is conditioned upon the achievement of one or more performance goals (the “PSUs”), set forth in the Award Notice, subject to the terms and conditions of the Award Notice and this Performance Stock Unit Award Agreement (the “Award Agreement” and together with the Award Notice, the “Award Documentation”).

WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN MARKET STOCK UNIT AWARD NOTICE AND AGREEMENT
Market Stock Unit Award Agreement • May 22nd, 2013 • Wellcare Health Plans, Inc. • Hospital & medical service plans

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Market Stock Unit Award Notice and Agreement, including Appendix A attached hereto and incorporated herein, and the terms and conditions of the Market Stock Unit Award Agreement that is available to you on the Company’s Intranet site and is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units, the vesting of which is based upon the formula set forth in Appendix A (“MSUs”), described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.

MARKET STOCK UNIT AWARD AGREEMENT
Market Stock Unit Award Agreement • May 22nd, 2013 • Wellcare Health Plans, Inc. • Hospital & medical service plans • Delaware

Pursuant to a Market Stock Unit Award Notice and Agreement (the “Award Notice”), WellCare Health Plans, Inc., a Delaware corporation (the “Company”), has granted to Participant named in the Award Notice the number of Restricted Stock Units, the vesting of which is based upon the formula set forth in Appendix A of the Award Notice (the “MSUs”), set forth in the Award Notice, subject to the terms and conditions of the Award Notice and this Market Stock Unit Award Agreement (the “Award Agreement” and together with the Award Notice, the “Award Documentation”).

WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT
Restricted Stock Unit Award Agreement • May 22nd, 2013 • Wellcare Health Plans, Inc. • Hospital & medical service plans

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Restricted Stock Unit Award Notice and Agreement and the terms and conditions of the Restricted Stock Unit Award Agreement that is available to you on the Company’s Intranet site and is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units (“RSUs”) described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.

WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Restricted Stock Unit Award Agreement • May 22nd, 2013 • Wellcare Health Plans, Inc. • Hospital & medical service plans

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Restricted Stock Unit Award Notice and Agreement for Non-Employee Directors and the terms and conditions of the Restricted Stock Unit Award Agreement for Non-Employee Directors that is available to you on the Company’s Intranet site and is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units (“RSUs”) described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.

WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT
Restricted Stock Unit Award Agreement • May 22nd, 2013 • Wellcare Health Plans, Inc. • Hospital & medical service plans

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Restricted Stock Unit Award Notice and Agreement and the terms and conditions of the Restricted Stock Unit Award Agreement that is available to you on the Company’s Intranet site and is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units (“RSUs”) described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.

WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Restricted Stock Unit Award Agreement • May 22nd, 2013 • Wellcare Health Plans, Inc. • Hospital & medical service plans

This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Restricted Stock Unit Award Notice and Agreement for Non-Employee Directors and the terms and conditions of the Restricted Stock Unit Award Agreement for Non-Employee Directors that is available to you on the Company’s Intranet site and is an integral part of this award (together, the “Award Documentation”), the Company hereby awards under the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan (the “Plan”) the Restricted Stock Units (“RSUs”) described below to Participant effective as of the Grant Date set forth below. Capitalized terms used in the Award Documentation that are not defined herein have the meanings attributed to them in the Plan.

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