WELLCARE HEALTH PLANS, INC. - WCG Securities Registration Statement (S-1) MANAGEMENT

Our directors, executive officers and other management associates and their respective ages and positions as of November 19, 2004 are as follows:

Todd S. Farha has served as our President and Chief Executive Officer and as a member of our board of directors since May 2002. From 2000 to 2001, Mr. Farha served as Chief Executive Officer of Best Doctors, Inc., a provider of information and referral services for patients suffering from critical illnesses. Prior to that, from 1998 to 2002, Mr. Farha served as President and Chief Executive Officer of a company he founded, Medical Technology Management LLC, a provider of shared medical equipment and services for physicians and hospitals. From 1996 to 1998, Mr. Farha served as Chief Executive Officer of Oxford Specialty Management, a subsidiary of Oxford Health Plans focusing on the management of acute clinical conditions in six specialty areas. In 1995, Mr. Farha served in the Office of the Chief Executive Officer of Oxford Health Plans. Prior to that, from 1990 to 1993, he held various positions with Physician Corporation of America, a Florida-based health plan focused on Medicaid recipients. Mr. Farha received his undergraduate degree from Trinity University and a masters of business administration from Harvard Business School. Mr. Farha is a cousin of Mr. Hourani.

Paul L. Behrens has served as our Senior Vice President and Chief Financial Officer since September 2003. Prior to that, Mr. Behrens was a partner in the healthcare practice of Ernst & Young LLP, which he joined in 1983. Mr. Behrens received his undergraduate degree from Dana College. Mr. Behrens is a certified public accountant.

Thaddeus Bereday has served as our Senior Vice President and General Counsel since November 2002. From 2001 to 2002, Mr. Bereday was a partner at Brobeck, Phleger & Harrison, LLP, and from 2000 to 2001, he was a partner at Morgan, Lewis & Bockius, LLP. From 1998 to 1999, Mr. Bereday served as Vice President and General Counsel of SmarTalk TeleServices, Inc., a publicly-traded telecommunications company, and as its President and Acting General Counsel from 1999 to 2000, after the company filed for Chapter 11 bankruptcy protection. Mr. Bereday received his undergraduate degree from Brown University and a juris doctor, magna cum laude, from Case Western Reserve University School of Law.

Ace Hodgin, M.D. has served as our Senior Vice President and Chief Medical Officer since July 2004. From June 2003 to July 2004, Dr. Hodgin served as the Medical Director for HealthCare Partners, a New York based managed care provider. From 1994 to 2002, Dr. Hodgin served in several different capacities with PacifiCare Health Systems, Inc., including as President and Chief Executive Officer of PacifiCare of Arizona, Regional Vice President, Desert Region and Senior Vice President, PPO Product. From 1991 to 1994, Dr. Hodgin served as the Director of Medical Examination and Associate Dean for Clinical Education at the Summa Health System, Northeastern Ohio Universities College of Medicine. Prior to that, he served as the Medical Services Administrator for the Maricopa Medical Center from 1985 to 1991 and as a Staff Physician for CIGNA Healthplan of Arizona from 1984 to 1985. Dr. Hodgin was appointed to serve on the Arizona Governor’s Advisory Council on Quality from 1997 to 2001 and served on the Arizona Select Task Force on Managed Care Reform in 1999. Dr. Hodgin received his undergraduate degree and his doctorate from the University of Arizona. He has also received a Masters in Health Administration for the University of Colorado.

Kate Longworth-Gentry has served as our Senior Vice President, Operations & Technology since May 2004. From July 1999 to May 2004, Ms. Longworth-Gentry worked with HealthNet, Inc. in several capacities, including Senior Vice President, Health Plan Operations. From November 1998 to July 1999, Ms. Longworth-Gentry served as Senior Vice President, Commercial Call Center Operations of First Union, N.A. Ms. Longworth-Gentry has over 25 years experience in the financial services and insurance industries. Ms. Longworth-Gentry attended Augustana College.

Heath Schiesser has served as our Senior Vice President, Marketing & Sales since July 2002. Prior to that, from May 2002 to July 2002, Mr. Schiesser was a consultant to us. For part of 2001, Mr. Schiesser served as Vice President of the Emerging Business Group at Enron Corporation. In 2000 and 2001, Mr. Schiesser served as a Managing Director at Idealab, an investment firm that developed and funded seed-stage businesses. During 2000, he lead the turnaround and sale of an Idealab portfolio company, iExchange, as President and Chief Executive Officer. From 1998 to 1999, he co-founded and served as the Vice-President of Business Development for YourPharmacy.com, which was sold in October 1999. From 1993 to 1998,

Mr. Schiesser worked at McKinsey & Company, an international management consulting firm. Mr. Schiesser received his undergraduate degree from Trinity University and a masters of business administration from Harvard Business School.

Rupesh Shah has served as our Senior Vice President, Market Expansion since July 2002. From 1994 to 2002, he served as the Chief Executive Officer of Well Care HMO, Inc., one of our predecessor companies, of which he was also a co-founder. Mr. Shah received his bachelor’s degrees from St. Xavier’s College and Gujarat University in India and received his masters of business administration from the University of South Florida.

Randall Zomermaand has served as our Senior Vice President, Health Services since May 2003. From October 1997 to May 2003, Mr. Zomermaand served as President of Zomermaand Management Services, Inc., a healthcare consulting company, where he worked with numerous healthcare companies, including us from September 2002 to May 2003. Mr. Zomermaand received his undergraduate degree from Hope College and his masters of business administration from Fordham University.

Imtiaz (“MT”) Sattaur has served as the President of our Florida business since April 2004 and as Senior Vice President, Medicare from January 2004 to April 2004. From October 2002 to December 2003, Mr. Sattaur served as President and Chief Executive Officer of Amerigroup Florida, Inc. From April 1999 to September 2002, Mr. Sattaur served as Vice President and Chief Operating Officer of Affinity Health Plan in New York. Mr. Sattaur has over 20 years experience in health and managed care. Mr. Sattaur received his undergraduate degree from Florida International University.

Regina Herzlinger has been a member of our board of directors since August 2003. Dr. Herzlinger is the Nancy R. McPherson Professor of Business Administration at the Harvard Business School and has been teaching at Harvard since 1971. She is a member of the board of directors of Zimmer Holdings, Inc. Dr. Herzlinger received her undergraduate degree from Massachusetts Institute of Technology and her doctorate from the Harvard Business School.

Kevin Hickey has been a member of our board of directors since November 2002. Since 1999, Mr. Hickey has served as the Chairman and Chief Executive Officer of IntelliClaim, Inc., a privately-held application service provider that provides insurance payors with capabilities for enhancing claim processing efficiency and productivity. From 1997 until 1998, Mr. Hickey was Executive Vice President of Operations and Technology for Oxford Health Plans. Mr. Hickey has also served as a director of the American Association of Preferred Provider Organizations from 1999 until 2002; a director of First Health/HealtheSolutions, a privately-held company, since 1982; a director of Benefit Management Group, a privately-held company, since 1997; a director of Healthaxis Inc., a technology and business process services firm for the health benefits industry, since 2001; and a director of HealthMarket, Inc., a consumer directed health plan, since 2002. Mr. Hickey received his undergraduate degree from Harvard University, a masters in health services administration from the University of Michigan and a juris doctor from Loyola College of Law.

Alif Hourani has been a member of our board of directors since August 2003. Since 1997, Mr. Hourani has served as Chairman and Chief Executive Officer of Pulse Systems, Inc. a practice management and clinical records software company. From 1987 to 1997, Mr. Hourani held various positions, including Chief Executive Officer of Physician Corporation of America/Data Systems, Senior Vice President of Management Information Systems of Physician Corporation of America, and Manager of Computer Engineering at the Wolf Creek Nuclear Operating Corporation. Mr. Hourani received his undergraduate degree from the University of Lyon and his masters of science degree and doctorate degrees from the University of Strasbourg. Mr. Hourani is a cousin of Mr. Farha.

Glen R. Johnson, M.D. has been a member of our board of directors since February 2004. Since May 1998, Dr. Johnson has served as President and Chief Executive Officer of Community Health Choice, Inc., a managed health care organization that provides healthcare services to Medicaid members in the Houston, Texas area. Since March 2003, Dr. Johnson has also served as an expert consultant to the Texas State Board

of Medical Examiners, and since 1999 he has been a clinical associate professor in the Department of Family Medicine at Baylor College of Medicine in Houston. From 1990 to October 1997, Dr. Johnson served as Senior Vice President for Medical Affairs and as Corporate Chief Medical Officer of Physician Corporation of America. Dr. Johnson is a delegate of the American Academy of Family Physicians to the American Medical Association and is the former Vice President of The American Academy of Family Physicians. Dr. Johnson received his undergraduate degree and his doctorate from Howard University, and is a certified physician executive.

Ruben Jose King-Shaw, Jr. has been a member of our board of directors since August 2003. Mr. King-Shaw served as Senior Advisor to the Secretary of the Department of the Treasury from January 2003 to June 2003. From July 2001 to April 2003, Mr. King-Shaw served as Chief Operating Officer and Deputy Administrator of CMS. Prior to that, from January 1999 to July 2001, he served as Secretary of the Agency for Health Care Administration of the State of Florida. Mr. King-Shaw received his undergraduate degree from Cornell University and a masters of business administration from Florida International University.

Christian P. Michalik has been a member of our Board of Directors since May 2002. Since July 2004, Mr. Michalik has served as Managing Director of Kinderhook Industries, a private equity investment firm, and prior to that was a partner in Soros Private Equity Partners LLC, the private equity investment business of Soros Fund Management LLC, from 1999 through 2003. From 1997 to 1998, Mr. Michalik was an investment manager with Capital Resource Partners, a private equity investment firm. From 1995 to 1996, Mr. Michalik was an associate at Colony Capital, a real estate investment firm. Mr. Michalik currently serves as a director of Notification Technologies, Inc., a provider of school-to-parent communications for emergency, attendance and community outreach, and RLX Technologies, Inc., a provider of modular computing solutions. Mr. Michalik received his undergraduate degree from Yale University and his masters of business administration from Harvard Business School.

Neal Moszkowski has been the Chairman of our board of directors since May 2002. Mr. Moszkowski is a Managing Director and Co-Head of Soros Private Equity, the private equity investment business of Soros Fund Management LLC, where he has served since August 1998. From August 1993 to August 1998, Mr. Moszkowski worked for Goldman, Sachs & Co. and affiliates, where he served as a Vice President and an Executive Director in the Principal Investment Area. Mr. Moszkowski currently serves as a director of Bluefly, Inc., an online discount apparel retailer, Day International Group, Inc., a producer and distributor of precision-engineered products, Integra LifeSciences Holdings Corporation, a developer and marketer of medical products primarily for surgical and neurosurgical applications, and JetBlue Airways Corporation, a passenger airline. Mr. Moszkowski received his undergraduate degree from Amherst College and his masters of business administration from the Graduate School of Business of Stanford University.

Jane Swift has been a member of our Board of Directors since November 3, 2004. Since May 2003, Ms. Swift has been a General Partner of Arcadia Partners, a venture capital firm focused exclusively on the for-profit education and training industry. From April 2001 until January 2003, Ms. Swift served as the Governor of Massachusetts. Prior thereto, she served as the Lieutenant Governor of Massachusetts from January 1999 until April 2001. Ms. Swift is a member of the Board of Directors of both Teachscape and the Brigham and Women’s Hospital.

Robert Currie has served as Chief Operating Officer, Indiana since June, 2004 and as President/COO of Harmony Health Management, Inc. since December 2000. Mr. Currie provided consulting services to Harmony Health Plan between April 2000–November 2000. From October 1997 to June 1999 Robert was Vice President/COO of Americaid Texas, Inc. in Houston Texas. From June 1995–October 1997, Mr. Currie served as President/CEO of Unity HMO in Chicago, IL. Mr. Currie was with Humana Health Plans between 1984–1995, serving most recently as Associate Executive Director, Administration. Mr. Currie received his BA from Lawrence University in Appleton, Wisconsin and his Masters of urban planning and policy in healthcare from the University of Illinois at Chicago.

Gretchen Demartini has served as our Vice President, Human Resources since February 2003. From 2001 to 2003, Ms. Demartini was a consultant and did volunteer work, including serving on the boards of directors of local agencies. From 1995 to 2001, Ms. Demartini served as Vice President of Human Resources for First American Real Estate Information Services, a division of First American Corporation. Ms. Demartini received her undergraduate degree from Montclair State College and a masters degree from Stevens Institute of Technology.

Kevin P. Enterlein has served as our Vice President, Network Development since April 2004, and prior to that served as our Vice President, Provider Contracting beginning in December 2003. From 1998 to 2003, Mr. Enterlein worked with Aetna, Inc. in several capacities, including as Regional Vice President, Network Management. Mr. Enterlein received a degree from Westchester Community College.

John J. Esslinger, M.D. has served as one of our Medical Directors since January 2004. From 2001 to 2003, Dr. Esslinger served as Medical Director of Aetna Healthcare, Inc. Prior to that, from 1999 to 2001, Dr. Esslinger served as Medical Director of Paidos Health Management Services, Inc., a neonatal disease management company. Dr. Esslinger received his undergraduate degree and an M.D. from the University of Minnesota and a masters degree from Tulane University.

Enrique Diaz-Granados has served as our Vice President, Corporate Sales since December 2003. From February 2003 through December 2003, Mr. Granados served as President of Diversified Consultant Services, a business that conducted sales efforts on behalf of Medicare plans (including ours) and sold other insurance products. From 1992 to 2003, Mr. Granados worked with Humana Health Care Plans in several capacities, including as Regional Vice President, Sales Public Programs. Mr. Granados received his undergraduate degree from the University of Tennessee.

William L. Kale has served as our Vice President, Behavioral Health since November 2002 and was our Director of Behavioral Health from 1999 until November 2002. From 1985 to 1996, Dr. Kale was President of Professional Psychological Services, a behavioral health management company, which was sold to Horizon Health Corporation, where he continued as President until 1998. Dr. Kale received his undergraduate degree from Ohio State University and his masters and doctorate degrees from the University of South Florida.

Keith Kudla has served as President, Illinois since October 2004. From November 2002 to October 2004, Mr. Kudla served as the Vice President of Finance and Network for Magellan Health Services, a national managed behavioral healthcare company. Prior to that, from September 1999 to March 2002, he was the Chief Financial Officer for United Healthcare of Illinois, and from March 1997 to August 1999, he was the Vice President of Finance and Operations for Prudential HealthCare Group Inc. Mr. Kudla served as Alliance Blue Cross and Blue Shield’s Commercial HMO Product Manager from September 1995 to April 1997. From March 1993 to August 1995, he was a Principal Consultant for Price Waterhouse L.L.P. Mr. Kudla received his undergraduate degree from the United State Air Force Academy and a masters degree from Harvard University.

Tammaji Kulkarni, M.D. has served as one of our Medical Directors since June 2002, when he joined us through our acquisition of Harmony Health Systems. Prior to joining Harmony in 2002, Dr. Kulkarni served as a medical director for the Meyer Medical Group, a large physician group based in Merrionette Park, Illinois, from 2001 to 2002. Prior to that, Dr. Kulkarni served as a Medical Director for BlueCross BlueShield of Illinois and Unicare Health Plans of the Midwest, and served as President and Chief Executive Officer of Centra Physician Organization. Dr. Kulkarni received his undergraduate degree at the National College, Bangalore, India and he received his medical degree from Bangalore Medical College, Bangalore, India.

Vince P. Kunz, M.D. has served as one of our Medical Directors since February 2003. From 2000 to 2003, Dr. Kunz served as Market and Network Medical Director of CIGNA HealthCare of Florida. Prior to that, from 1998 to 2000, Dr. Kunz served as Medical Director of MVP Health Care, a not-for-profit health plan. Dr. Kunz received his undergraduate degree from College of Holy Cross and his M.D. from New Jersey Medical School.

Ren Menzin, M.D. has served as one of our Medical Directors since July 2004. From April 2000 to June 2004, Dr. Menzin held several positions with CIGNA Healthcare, including Senior Medical Executive and

Medical Director. Prior to 2000, Dr. Menzin served as the lead physician at Massapequa Primary Medical Center in Massapeque, New York, following ten years of solo medical practice. Dr Menzin received his undergraduate degree from Hofstra University and his M.D. from the Royal College of Surgeons in Ireland.

Larry Mitchum has served as our Vice President, Louisiana since July 2003. From 2002 to 2003, Mr. Mitchum served as the Chief Executive Officer of AHS Medical Research, Inc., a medical research and provider network management company. Prior to that, Mr. Mitchum served as the Chief Executive Officer of Humana Health Plans-Tampa from 1995 to 2000, and Community Health Network/United Healthcare from 1990 to 1995. From 1986 to 1990, he served as the Vice President of Network and HMO Development for Equicor Orlando/Tampa. Mr. Mitchum received his bachelors degree from the University of North Carolina.

Stephen W. Ogilvie has served as our Vice President, Operations since October 2003. In 2003, Mr. Ogilvie served as Senior Account Manager, Healthcare Group of Perot Systems Corporation, a provider of information technology services and business solutions. From 1998 to 2002, Mr. Ogilvie was Director—Government Business Practice and Director—Healthplan Practice of First Consulting Group, a provider of consulting, technology, applied research and outsourcing services to healthcare providers, health plan insurers, government healthcare and life sciences companies.

Daniel Parietti has served as Chief Operating Officer of our New York business since April 2004, and prior to that served as the Vice President of that business beginning in September 2002. From 2001 to 2002, Mr. Parietti served as Chief Operating Officer of La Cruz Azul de Puerto Rico, a large health plan in Puerto Rico. Prior to that, from 2000 to 2001, Mr. Parietti served as Vice President, Network and Delivery Systems Management with Health Net, Inc. From 1993 to 2000, Mr. Parietti worked with Humana, Inc. in several capacities, including as Associate Executive Director, Humana Puerto Rico. Mr. Parietti received his undergraduate degree from the United States Military Academy at West Point, and a masters of business administration from George Mason University.

Jeffrey Potter has served as our Vice President, Corporate Development & Investor Relations since April 2004, and prior to that served as Director, Business Analysis beginning in May 2002. From 1999 to 2001, Mr. Potter was Manager, Business Development at Best Doctors, Inc., a provider of information and referral services for patients suffering from critical illnesses. Prior to that, from 1998 to 1999, Mr. Potter was a financial consultant with A.G. Edwards & Sons, a brokerage firm. Mr. Potter received his undergraduate degree from Princeton University.

John L. Sirera has served as our Vice President, Pharmacy since September 2002. From 2000 to 2002, Mr. Sirera served as Regional Account Manager for Managed Markets Organization for Pharmacia Corporation. From 1999 to 2000, Mr. Sirera was a consultant to AMD Specialty Pharmacy, where he acted as Vice President of Managed Care Services and a consultant to Florida Health Choice, where he acted as Pharmacy Director. From 1998 to 1999, Mr. Sirera served as Operations Director, Eastern Region for Integrated Pharmaceutical Services. Mr. Sirera received his undergraduate degree from the University of Pittsburgh.

Brendan R. Shanahan has served as our Vice President, Financial Planning and Analysis since August 2003. From 2002 to August 2003, Mr. Shanahan was the Chief Financial Officer of Destiny Health, a consumer-focused health insurer. From 1998 to 2002, Mr. Shanahan served as the Chief Financial Officer of IntelliClaim, Inc., a privately-held application service provider that provides insurance payors with capabilities for enhancing claim processing efficiency and productivity. Mr. Shanahan received his undergraduate degree from The Citadel and a masters in business administration from Hofstra University. Mr. Shanahan is a certified public accountant.

Alan R. Smith, M.D. has served as one of our Medical Directors since February 2003. From 1996 to 2003, Dr. Smith served as Senior Regional Quality Management Medical Director for Aetna U.S. Healthcare, Southeast Region. Since 1998, Dr. Smith has served as a surveyor and advisor for the Patient Advisory Group of the National Committee for Quality Assurance. Dr. Smith received his undergraduate degree and M.D. from the University of Chicago.

David K. Smith has served as our interim Chief Operating Officer, Connecticut since November 2004. Prior to that, he served as our Vice President, Finance since August 2002. From 2000 to July 2002, Mr. Smith was President of David Kelsey Smith & Associates, an independent healthcare consultancy. Prior to that, from 1998 to 2000, Mr. Smith served as President and Chief Executive Officer of Pioneer Eye Care, a specialty physician practice management and managed care company. Mr. Smith received his undergraduate degree from Suffolk University and a masters degree from Cambridge College.

William S. White has served as our Corporate Controller since March 2003. From 1997 to 2002, Mr. White held several positions, including Corporate Controller, at Blue Cross and Blue Shield of North Carolina. Prior to that, Mr. White was a senior manager in the financial services practice of Price Waterhouse, LLP. Mr. White received his undergraduate degree from North Carolina Wesleyan College. Mr. White is a certified public accountant.

David Wilcox, M.D. has served as one of our Medical Directors since June 2004. From March 2002 to June 2004, Dr. Wilcox served on the emergency room attending staffs of four Connecticut hospitals. From December 1998 to March 2002, he served as a Medical Director and Associate Medical Director for ConnectiCare, Inc. From December 1998 to March 2002, Dr. Wilcox served in several different capacities, including Medical Director, for EmCare, Inc. Since 1983, Dr. Wilcox has served on the adjunct faculty of Northeastern University and since 1985, he has served as an emergency medicine expert legal witness. Dr. Wilcox received his undergraduate degree from Bates College and his M.D. from the University of Texas.

Diane Wilkosz has served as our Vice President, Provider Operations since April 2004, and prior to that served as our Vice President, Provider Relations beginning in February 2003. From 1981 to 2002, Ms. Wilkosz worked with CIGNA HealthCare of Florida in several capacities, including as Vice President, Executive Director, Practice Management. Ms. Wilkosz received her undergraduate degree from the University of Buffalo and a masters of business administration from the University of Tampa.

At present, all directors are elected and serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Our executive officers are elected by, and serve until dismissed by, the board of directors.

Our board is divided into three classes, which are required to be as nearly equal in number as possible, with each director serving a three-year term and one class being elected at each year’s annual meeting of stockholders. Messrs. Farha and Hickey and Dr. Herzlinger are in the class of directors whose term expires at the 2005 annual meeting of our stockholders. Messrs. King-Shaw and Michalik and Dr. Johnson are in the class of directors whose term expires at the 2006 annual meeting of our stockholders. Messrs. Hourani and Moszkowski and Ms. Swift are in the class of directors whose term expires at the 2007 annual meeting of our stockholders. At each annual meeting of our stockholders, successors to the class of directors whose term expires at such meeting will be elected to serve for three-year terms or until their respective successors are elected and qualified.

The audit committee of the board of directors makes recommendations concerning the engagement of independent public accountants. The audit committee charter mandates that the audit committee approve all audit, audit-related, tax and other services conducted by our independent accountants. In addition, the committee reviews the plans, results and fees of the audit engagement with our independent public accountants, and any independence issues with our independent public accountants. The audit committee also reviews the adequacy of our internal accounting controls. The current members of the audit committee are Mr. Michalik, Dr. Herzlinger and Ms. Swift.

The compensation committee of the board of directors determines compensation for our executive officers and administers our equity plans. The compensation committee currently consists of Messrs. Hickey, Hourani and Moszkowski.

The nominating and corporate governance committee of the board of directors nominates candidates for election to the board of directors and oversees corporate governance processes. The nominating and corporate governance committee currently consists of Messrs. Hourani, Michalik and Moszkowski.

Employment Contracts, Termination of Employment and Change-in-Control Arrangements

Todd S. Farha serves as our Chief Executive Officer, President and a member of our board of directors pursuant to an amended and restated employment agreement dated June 28, 2004. The agreement has an initial term of three years, commencing on July 31, 2002, and will automatically renew for an additional three-year period unless either party notifies the other that the term will not be extended. Under the agreement, Mr. Farha is entitled to an annual salary of $300,000, subject to annual review and potential increase by our board of directors. In addition, Mr. Farha is eligible to receive an annual cash bonus, based upon the satisfaction of performance criteria to be established annually by our compensation committee. If Mr. Farha’s employment is terminated by us without cause, or by Mr. Farha for good reason, then Mr. Farha will be entitled to continue to receive his base salary for 12 months, or 24 months if the termination occurs after a change of control. He will also be entitled to receive an amount equal to his target bonus for the year in which the termination occurs, payable one year after the date of termination, as well as continuation of benefits for 12 months following termination. We would also be obligated to make additional payments to Mr. Farha if he were to incur any excise taxes pursuant to Section 4999 of the Internal Revenue Code on account of the benefits and payments provided under the agreement. The additional payments would be in an amount such that, after taking into account all applicable federal, state and local taxes applicable to such additional payments, Mr. Farha would be able to retain from such additional payments an amount equal to the excise taxes that are imposed without regard to these additional payments. Mr. Farha has agreed not to compete with us during the term of his employment and for one year thereafter, except that if Mr. Farha’s employment terminates because we notify him that the term of his agreement will not be renewed, the non-competition covenant will not apply following the term unless we elect to continue to pay him his base salary during that period.

Paul Behrens serves as our Senior Vice President and Chief Financial Officer, Thaddeus Bereday serves as our Senior Vice President and General Counsel, and Heath Schiesser serves as our Senior Vice President, Marketing & Sales, pursuant to employment agreements with us. Each agreement has an initial term of three years, and will automatically renew for successive additional one-year periods thereafter unless either party notifies the other that the term will not be extended. Under the agreements, Mr. Behrens is entitled to an annual salary of $275,000, Mr. Bereday is entitled to an annual salary of $250,000, and Mr. Schiesser is entitled to an annual salary of $250,000, in each case subject to annual review and potential increase by our board of directors. In addition, each is eligible to receive an annual bonus, payable in the form of cash or equity, based upon the satisfaction of performance criteria to be established annually by our compensation committee. If the employment of any of these executives is terminated by us without cause, or by the executive for good reason, the executive will be entitled to continue to receive his base salary and benefits for 12 months following the date of termination. In addition, in the case of Mr. Schiesser, if the termination occurs within six months after a change of control has occurred or a definitive agreement providing for a change of control has been signed, or if a definitive agreement providing for a change of control is signed within six months after the date of termination, he would also be entitled to receive an amount equal to his expected potential bonus payable for the 12-month period following the termination. Each of the executives has agreed not to compete with us during the term of his employment and for one year thereafter.

No member of the compensation committee serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.