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These excerpts taken from the HLTH 10-K filed Apr 30, 2009. Description
of Plans Not Approved by Stockholders
2001 Stock Plan. The 2001 Employee
Non-Qualified Stock Option Plan authorizes the granting of
awards of non-qualified stock options to purchase shares of our
Common Stock to our employees who are not subject to
Section 16(a) of the Securities Exchange Act of 1934. As of
December 31, 2008, options to purchase 18,333 shares
of our Common Stock were available for grant under the 2001
Stock Plan. The maximum number of shares of our Common Stock
with respect to one or more options that may be granted during
any one calendar year under the 2001 Stock Plan to any one
person is 200,000. Generally, options become exercisable ratably
over a three to five year period based on their individual grant
dates and expire on the tenth anniversary of the date of grant.
Options are granted with exercise prices not less than fair
market value on the date of grant. The exercise price may be
paid in cash or shares of HLTH Common Stock (which may be
withheld from the shares acquired upon the exercise) or through
a cashless exercise arrangement, as determined by the
Compensation Committee. Upon termination of employment, unvested
options generally are forfeited and vested options generally
expire 90 days after termination (one year in the case of
termination as a result of death or disability or immediately in
the event of termination for “cause”). The 2001 Stock
Plan is administered by the Compensation Committee of our Board
of Directors and all or a portion of such authority may be
delegated to one or more officers of HLTH. The Compensation
Committee has the authority to designate participants, determine
the number, terms and conditions of options, establish, adopt or
revise any rules and regulations as it may deem advisable to
administer the 2001 Stock Plan and make all other decisions and
determinations that may be required under the 2001 Stock Plan.
The Compensation Committee has
Table of Contents
delegated to the Chief Executive Officer of HLTH the authority
to grant options (up to certain per employee limits) and to
determine the terms and conditions of such grants in accordance
with the terms of the Plan.
2002 Restricted Stock Plan. The 2002
Restricted Stock Plan authorizes the granting of awards of
shares of HLTH Common Stock that are subject to restrictions on
transfer until such time as they are vested. As of
December 31, 2008, 262,508 shares of restricted Common
Stock were available for grant under the 2002 Restricted Stock
Plan. All of our employees, other than those officers who are
subject to Section 16(a) of the Securities Exchange Act,
are eligible for grants under this Plan. The vesting schedule
applicable to a restricted stock grant is generally 25% per year
subject to the holder’s continued employment on the
applicable dates. Unvested restricted stock is subject to
forfeiture upon termination of employment. The 2002 Restricted
Stock Plan is administered by the Compensation Committee of our
Board of Directors, with responsibilities and authority similar
to those described above for the 2001 Stock Plan. The authority
to grant restricted stock and determine the terms and conditions
thereof in accordance with the terms of this Plan (up to certain
per employee limits) has been delegated to the Chief Executive
Officer of HLTH.
Envoy Stock Plan. In January 2000, our Board
of Directors adopted the Envoy Stock Plan in connection with the
acquisition of Envoy Corporation. The Envoy Stock Plan
authorized the granting of awards of non-qualified stock options
to purchase shares of our Common Stock and grants of shares of
Common Stock. As a result of the sale of EBS in September 2006,
no further grants will be made under this Plan. The other terms
of the Envoy Stock Plan and its administration are substantially
similar to those described above for the 2001 Stock Plan.
Option Agreement with Wayne Gattinella. The
option agreement, entered into on August 20, 2001, provided
for a nonqualified stock option to purchase 600,000 shares
of Common Stock, at an exercise price of $4.81 per share. The
exercise price is equal to the closing price of HLTH Common
Stock on the date of grant. No further shares of our Common
Stock are available for grant under this option agreement. The
option, which has vested with respect to all 600,000 shares
and has been exercised with respect to 395,119 shares,
expires on August 20, 2011. For additional information, see
“Executive Compensation — Employment Agreements
with Named Executive Officers — Wayne T.
Gattinella” above.
Table of Contents
Description of Plans Not Approved by Stockholders 2001 Stock Plan. The 2001 Employee Non-Qualified Stock Option Plan authorizes the granting of awards of non-qualified stock options to purchase shares of our Common Stock to our employees who are not subject to Section 16(a) of the Securities Exchange Act of 1934. As of December 31, 2008, options to purchase 18,333 shares of our Common Stock were available for grant under the 2001 Stock Plan. The maximum number of shares of our Common Stock with respect to one or more options that may be granted during any one calendar year under the 2001 Stock Plan to any one person is 200,000. Generally, options become exercisable ratably over a three to five year period based on their individual grant dates and expire on the tenth anniversary of the date of grant. Options are granted with exercise prices not less than fair market value on the date of grant. The exercise price may be paid in cash or shares of HLTH Common Stock (which may be withheld from the shares acquired upon the exercise) or through a cashless exercise arrangement, as determined by the Compensation Committee. Upon termination of employment, unvested options generally are forfeited and vested options generally expire 90 days after termination (one year in the case of termination as a result of death or disability or immediately in the event of termination for “cause”). The 2001 Stock Plan is administered by the Compensation Committee of our Board of Directors and all or a portion of such authority may be delegated to one or more officers of HLTH. The Compensation Committee has the authority to designate participants, determine the number, terms and conditions of options, establish, adopt or revise any rules and regulations as it may deem advisable to administer the 2001 Stock Plan and make all other decisions and determinations that may be required under the 2001 Stock Plan. The Compensation Committee has
Table of Contentsdelegated to the Chief Executive Officer of HLTH the authority to grant options (up to certain per employee limits) and to determine the terms and conditions of such grants in accordance with the terms of the Plan. 2002 Restricted Stock Plan. The 2002 Restricted Stock Plan authorizes the granting of awards of shares of HLTH Common Stock that are subject to restrictions on transfer until such time as they are vested. As of December 31, 2008, 262,508 shares of restricted Common Stock were available for grant under the 2002 Restricted Stock Plan. All of our employees, other than those officers who are subject to Section 16(a) of the Securities Exchange Act, are eligible for grants under this Plan. The vesting schedule applicable to a restricted stock grant is generally 25% per year subject to the holder’s continued employment on the applicable dates. Unvested restricted stock is subject to forfeiture upon termination of employment. The 2002 Restricted Stock Plan is administered by the Compensation Committee of our Board of Directors, with responsibilities and authority similar to those described above for the 2001 Stock Plan. The authority to grant restricted stock and determine the terms and conditions thereof in accordance with the terms of this Plan (up to certain per employee limits) has been delegated to the Chief Executive Officer of HLTH. Envoy Stock Plan. In January 2000, our Board of Directors adopted the Envoy Stock Plan in connection with the acquisition of Envoy Corporation. The Envoy Stock Plan authorized the granting of awards of non-qualified stock options to purchase shares of our Common Stock and grants of shares of Common Stock. As a result of the sale of EBS in September 2006, no further grants will be made under this Plan. The other terms of the Envoy Stock Plan and its administration are substantially similar to those described above for the 2001 Stock Plan. Option Agreement with Wayne Gattinella. The option agreement, entered into on August 20, 2001, provided for a nonqualified stock option to purchase 600,000 shares of Common Stock, at an exercise price of $4.81 per share. The exercise price is equal to the closing price of HLTH Common Stock on the date of grant. No further shares of our Common Stock are available for grant under this option agreement. The option, which has vested with respect to all 600,000 shares and has been exercised with respect to 395,119 shares, expires on August 20, 2011. For additional information, see “Executive Compensation — Employment Agreements with Named Executive Officers — Wayne T. Gattinella” above.
Table of Contents
Description of Plans Not Approved by Stockholders 2001 Stock Plan. The 2001 Employee Non-Qualified Stock Option Plan authorizes the granting of awards of non-qualified stock options to purchase shares of our Common Stock to our employees who are not subject to Section 16(a) of the Securities Exchange Act of 1934. As of December 31, 2008, options to purchase 18,333 shares of our Common Stock were available for grant under the 2001 Stock Plan. The maximum number of shares of our Common Stock with respect to one or more options that may be granted during any one calendar year under the 2001 Stock Plan to any one person is 200,000. Generally, options become exercisable ratably over a three to five year period based on their individual grant dates and expire on the tenth anniversary of the date of grant. Options are granted with exercise prices not less than fair market value on the date of grant. The exercise price may be paid in cash or shares of HLTH Common Stock (which may be withheld from the shares acquired upon the exercise) or through a cashless exercise arrangement, as determined by the Compensation Committee. Upon termination of employment, unvested options generally are forfeited and vested options generally expire 90 days after termination (one year in the case of termination as a result of death or disability or immediately in the event of termination for “cause”). The 2001 Stock Plan is administered by the Compensation Committee of our Board of Directors and all or a portion of such authority may be delegated to one or more officers of HLTH. The Compensation Committee has the authority to designate participants, determine the number, terms and conditions of options, establish, adopt or revise any rules and regulations as it may deem advisable to administer the 2001 Stock Plan and make all other decisions and determinations that may be required under the 2001 Stock Plan. The Compensation Committee has
Table of Contentsdelegated to the Chief Executive Officer of HLTH the authority to grant options (up to certain per employee limits) and to determine the terms and conditions of such grants in accordance with the terms of the Plan. 2002 Restricted Stock Plan. The 2002 Restricted Stock Plan authorizes the granting of awards of shares of HLTH Common Stock that are subject to restrictions on transfer until such time as they are vested. As of December 31, 2008, 262,508 shares of restricted Common Stock were available for grant under the 2002 Restricted Stock Plan. All of our employees, other than those officers who are subject to Section 16(a) of the Securities Exchange Act, are eligible for grants under this Plan. The vesting schedule applicable to a restricted stock grant is generally 25% per year subject to the holder’s continued employment on the applicable dates. Unvested restricted stock is subject to forfeiture upon termination of employment. The 2002 Restricted Stock Plan is administered by the Compensation Committee of our Board of Directors, with responsibilities and authority similar to those described above for the 2001 Stock Plan. The authority to grant restricted stock and determine the terms and conditions thereof in accordance with the terms of this Plan (up to certain per employee limits) has been delegated to the Chief Executive Officer of HLTH. Envoy Stock Plan. In January 2000, our Board of Directors adopted the Envoy Stock Plan in connection with the acquisition of Envoy Corporation. The Envoy Stock Plan authorized the granting of awards of non-qualified stock options to purchase shares of our Common Stock and grants of shares of Common Stock. As a result of the sale of EBS in September 2006, no further grants will be made under this Plan. The other terms of the Envoy Stock Plan and its administration are substantially similar to those described above for the 2001 Stock Plan. Option Agreement with Wayne Gattinella. The option agreement, entered into on August 20, 2001, provided for a nonqualified stock option to purchase 600,000 shares of Common Stock, at an exercise price of $4.81 per share. The exercise price is equal to the closing price of HLTH Common Stock on the date of grant. No further shares of our Common Stock are available for grant under this option agreement. The option, which has vested with respect to all 600,000 shares and has been exercised with respect to 395,119 shares, expires on August 20, 2011. For additional information, see “Executive Compensation — Employment Agreements with Named Executive Officers — Wayne T. Gattinella” above.
Table of ContentsThese excerpts taken from the HLTH 10-K filed Apr 29, 2008. Description
of Plans Not Approved by Stockholders
2001 Stock Plan. The 2001 Employee
Non-Qualified Stock Option Plan authorizes the granting of
awards of non-qualified stock options to purchase shares of our
Common Stock to our employees who are not subject to
Section 16(a) of the Securities Exchange Act of 1934. As of
December 31, 2007, options to purchase 207,318 shares
of our Common Stock were available for grant under the 2001
Stock Plan. The maximum number of shares of our Common Stock
with respect to one or more options that may be granted during
any one calendar year under the 2001 Stock Plan to any one
person is 200,000. Generally, options become exercisable ratably
over a three to five year period based on their individual grant
dates and expire on the tenth anniversary of the date of grant.
Options are granted with exercise prices not less than fair
market value on the date of grant. The exercise price may be
paid in cash or shares of HLTH Common Stock held by the optionee
for a period of at least six months or through a cashless
exercise arrangement. Upon termination of employment, unvested
options generally are forfeited and vested options generally
expire 90 days after termination (one year in the case of
termination as a result of death or disability or immediately in
the event of termination for “cause”). The 2001 Stock
Plan is administered by the Compensation Committee of our Board
of Directors and all or a portion of such authority may be
delegated to one or more officers of HLTH. The Compensation
Committee has the authority to designate participants, determine
the number, terms and conditions of options, establish, adopt or
revise any rules and regulations as it may deem advisable to
administer the 2001 Stock Plan and make all other decisions and
determinations that may be required under
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the 2001 Stock Plan. The Compensation Committee has delegated to
the Chief Executive Officer of HLTH the authority to grant
options (up to certain per employee limits) and determine the
terms and conditions of such grants in accordance with the terms
of the Plan.
2002 Restricted Stock Plan. The 2002
Restricted Stock Plan authorizes the granting of awards of
shares of HLTH Common Stock that are subject to restrictions on
transfer until such time as they are vested. As of
December 31, 2007, 557,958 shares of restricted Common
Stock were available for grant under the 2002 Restricted Stock
Plan. All of our employees, other than those officers who are
subject to Section 16(a) of the Securities Exchange Act,
are eligible for grants under this Plan. The vesting schedule
applicable to a restricted stock grant is generally 25% per year
subject to the holder’s continued employment on the
applicable dates. Unvested restricted stock is subject to
forfeiture upon termination of employment. The 2002 Restricted
Stock Plan is administered by the Compensation Committee of our
Board of Directors, with responsibilities and authority similar
to those described above for the 2001 Stock Plan. The authority
to grant restricted stock and determine the terms and conditions
thereof in accordance with the terms of this Plan (up to certain
per employee limits) has been delegated to the Chief Executive
Officer of HLTH.
Envoy Stock Plan. In January 2000, our Board
of Directors adopted the Envoy Stock Plan in connection with the
acquisition of Envoy Corporation. The Envoy Stock Plan
authorized the granting of awards of non-qualified stock options
to purchase shares of our Common Stock and grants of shares of
Common Stock. As a result of the sale of Emdeon Business
Services in September 2006, no further grants will be made under
this Plan. The other terms of the Envoy Stock Plan and its
administration are substantially similar to those described
above for the 2001 Stock Plan.
Option Agreement with Wayne Gattinella. The
option agreement, entered into on August 20, 2001, provides
for a nonqualified stock option to purchase 600,000 shares
of Common Stock, at an exercise price of $4.81 per share. The
exercise price is equal to the closing price of HLTH Common
Stock on the date of grant. No further shares of our Common
Stock are available for grant under this option agreement. The
option, which has vested with respect to all 600,000 shares
and has been exercised with respect to 360,119 shares,
expires on August 20, 2011. For additional information, see
“Executive Compensation — Employment Agreements
with Named Executive Officers — Wayne T.
Gattinella” above.
ViPS Stock Plan. The 2004 Nonqualified Stock
Option Plan for Employees of ViPS, Inc., which we refer to as
the ViPS Stock Plan, was adopted on July 28, 2004 in
connection with our acquisition of ViPS. Grants under the plan
were limited to ViPS employees who were not executive officers
of HLTH. At the time of the closing of the acquisition of ViPS,
options to purchase 989,000 shares of HLTH Common Stock
were granted under the ViPS Stock Plan to ViPS employees. No
further grants will be made under this Plan. The options have an
exercise price of $7.27 (the fair market value of HLTH Common
Stock on the closing date of the acquisition) and vest 25% per
year subject to the holder’s continued employment on the
applicable dates. The other terms of the ViPS Stock Plan and its
administration are substantially similar to those described
above for the 2001 Stock Plan.
Description of Plans Not Approved by Stockholders 2001 Stock Plan. The 2001 Employee Non-Qualified Stock Option Plan authorizes the granting of awards of non-qualified stock options to purchase shares of our Common Stock to our employees who are not subject to Section 16(a) of the Securities Exchange Act of 1934. As of December 31, 2007, options to purchase 207,318 shares of our Common Stock were available for grant under the 2001 Stock Plan. The maximum number of shares of our Common Stock with respect to one or more options that may be granted during any one calendar year under the 2001 Stock Plan to any one person is 200,000. Generally, options become exercisable ratably over a three to five year period based on their individual grant dates and expire on the tenth anniversary of the date of grant. Options are granted with exercise prices not less than fair market value on the date of grant. The exercise price may be paid in cash or shares of HLTH Common Stock held by the optionee for a period of at least six months or through a cashless exercise arrangement. Upon termination of employment, unvested options generally are forfeited and vested options generally expire 90 days after termination (one year in the case of termination as a result of death or disability or immediately in the event of termination for “cause”). The 2001 Stock Plan is administered by the Compensation Committee of our Board of Directors and all or a portion of such authority may be delegated to one or more officers of HLTH. The Compensation Committee has the authority to designate participants, determine the number, terms and conditions of options, establish, adopt or revise any rules and regulations as it may deem advisable to administer the 2001 Stock Plan and make all other decisions and determinations that may be required under
Table of Contentsthe 2001 Stock Plan. The Compensation Committee has delegated to the Chief Executive Officer of HLTH the authority to grant options (up to certain per employee limits) and determine the terms and conditions of such grants in accordance with the terms of the Plan. 2002 Restricted Stock Plan. The 2002 Restricted Stock Plan authorizes the granting of awards of shares of HLTH Common Stock that are subject to restrictions on transfer until such time as they are vested. As of December 31, 2007, 557,958 shares of restricted Common Stock were available for grant under the 2002 Restricted Stock Plan. All of our employees, other than those officers who are subject to Section 16(a) of the Securities Exchange Act, are eligible for grants under this Plan. The vesting schedule applicable to a restricted stock grant is generally 25% per year subject to the holder’s continued employment on the applicable dates. Unvested restricted stock is subject to forfeiture upon termination of employment. The 2002 Restricted Stock Plan is administered by the Compensation Committee of our Board of Directors, with responsibilities and authority similar to those described above for the 2001 Stock Plan. The authority to grant restricted stock and determine the terms and conditions thereof in accordance with the terms of this Plan (up to certain per employee limits) has been delegated to the Chief Executive Officer of HLTH. Envoy Stock Plan. In January 2000, our Board of Directors adopted the Envoy Stock Plan in connection with the acquisition of Envoy Corporation. The Envoy Stock Plan authorized the granting of awards of non-qualified stock options to purchase shares of our Common Stock and grants of shares of Common Stock. As a result of the sale of Emdeon Business Services in September 2006, no further grants will be made under this Plan. The other terms of the Envoy Stock Plan and its administration are substantially similar to those described above for the 2001 Stock Plan. Option Agreement with Wayne Gattinella. The option agreement, entered into on August 20, 2001, provides for a nonqualified stock option to purchase 600,000 shares of Common Stock, at an exercise price of $4.81 per share. The exercise price is equal to the closing price of HLTH Common Stock on the date of grant. No further shares of our Common Stock are available for grant under this option agreement. The option, which has vested with respect to all 600,000 shares and has been exercised with respect to 360,119 shares, expires on August 20, 2011. For additional information, see “Executive Compensation — Employment Agreements with Named Executive Officers — Wayne T. Gattinella” above. ViPS Stock Plan. The 2004 Nonqualified Stock Option Plan for Employees of ViPS, Inc., which we refer to as the ViPS Stock Plan, was adopted on July 28, 2004 in connection with our acquisition of ViPS. Grants under the plan were limited to ViPS employees who were not executive officers of HLTH. At the time of the closing of the acquisition of ViPS, options to purchase 989,000 shares of HLTH Common Stock were granted under the ViPS Stock Plan to ViPS employees. No further grants will be made under this Plan. The options have an exercise price of $7.27 (the fair market value of HLTH Common Stock on the closing date of the acquisition) and vest 25% per year subject to the holder’s continued employment on the applicable dates. The other terms of the ViPS Stock Plan and its administration are substantially similar to those described above for the 2001 Stock Plan.
This excerpt taken from the HLTH DEF 14A filed Aug 14, 2007. Description
of Plans Not Approved by Stockholders
2001 Stock Plan. The 2001 Employee
Non-Qualified Stock Option Plan authorizes the granting of
awards of non-qualified stock options to purchase shares of our
Common Stock to our employees who are not subject to
Section 16(a) of the Securities Exchange Act of 1934. As of
December 31, 2006, options to purchase
1,890,631 shares of our Common Stock were available for
grant under the 2001 Stock Plan. The maximum number of shares of
our Common Stock with respect to one or more options that may be
granted during any one calendar year under the 2001 Stock Plan
to any one person is 200,000. Generally, options become
exercisable ratably over a three to five year period based on
their individual grant dates and expire on the tenth anniversary
of the date of grant. Options are granted with exercise prices
not less than fair market value on the date of grant. The
exercise price may be paid in cash or shares of HLTH Common
Stock held by the optionee for a period of at least six months
or through a cashless exercise arrangement. Upon termination of
employment, unvested options generally are forfeited and vested
options generally expire 90 days after termination (one
year in the case of termination as a result of death or
disability or immediately in the event of termination for
“cause”). On the closing dates of the EPS Sale and the
EBS Sale, the vesting of certain options issued under this Plan
held by employees of EPS and EBS, respectively, were accelerated
and became exercisable and those employees generally had a
90 day period following the applicable closing date in
which to exercise the accelerated options and any others granted
under this Plan that were already vested. The 2001
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Stock Plan is administered by the Compensation Committee of our
Board of Directors and all or a portion of such authority may be
delegated to one or more officers of HLTH. The Compensation
Committee has the authority to designate participants, determine
the number, terms and conditions of options, establish, adopt or
revise any rules and regulations as it may deem advisable to
administer the 2001 Stock Plan and make all other decisions and
determinations that may be required under the 2001 Stock Plan.
The Compensation Committee has delegated to Kevin Cameron, our
Chief Executive Officer, the authority to grant options (up to
certain per employee limits) and determine the terms and
conditions of such grants in accordance with the terms of the
Plan.
2002 Restricted Stock Plan. The 2002
Restricted Stock Plan authorizes the granting of awards of
shares of HLTH Common Stock that are subject to restrictions on
transfer until such time as they are vested. As of
December 31, 2006, 557,721 shares of restricted Common
Stock were available for grant under the 2002 Restricted Stock
Plan. All of our employees, other than those officers who are
subject to Section 16(a) of the Securities Exchange Act,
are eligible for grants under this Plan. The vesting schedule
applicable to a restricted stock grant is generally 25% per year
subject to the holder’s continued employment on the
applicable dates. Unvested restricted stock is subject to
forfeiture upon termination of employment. The 2002 Restricted
Stock Plan is administered by the Compensation Committee of our
Board of Directors, with responsibilities and authority similar
to those described above for the 2001 Stock Plan. The authority
to grant restricted stock and determine the terms and conditions
thereof in accordance with the terms of this Plan (up to certain
per employee limits) has been delegated to Kevin Cameron, our
Chief Executive Officer.
Envoy Stock Plan. In January 2000, our Board
of Directors adopted the Envoy Stock Plan in connection with the
acquisition of Envoy Corporation. The Envoy Stock Plan
authorizes the granting of awards of non-qualified stock options
to purchase shares of our Common Stock and grants of shares of
Common Stock. As a result of the sale of Emdeon Business
Services in September 2006, no further grants will be made under
this Plan. On the closing date of the EBS Sale, the vesting of
certain options issued under this Plan held by employees of EBS
was accelerated and became exercisable and those employees
generally had a 90 day period following the applicable
closing date in which to exercise the accelerated options and
any others granted under this Plan that were already vested. The
other terms of the Envoy Stock Plan and its administration are
substantially similar to those described above for the 2001
Stock Plan.
Option Agreement with Wayne Gattinella. The
option agreement, entered into on August 20, 2001, provides
for a nonqualified stock option to purchase 600,000 shares
of Common Stock, at an exercise price of $4.81 per share. The
exercise price is equal to the closing price of HLTH Common
Stock on the date of grant. No further shares of our Common
Stock are available for grant under this option agreement. The
option, which has vested with respect to all 600,000 shares
and has been exercised with respect to 360,119 shares,
expires on the tenth anniversary of the date of grant. For
additional information, see “Executive
Compensation — Employment Agreements with Named
Executive Officers — Wayne T. Gattinella” above.
ABF Stock Plan. The 2003 Nonqualified Stock
Option Plan for Employees of Advanced Business Fulfillment,
Inc., which we refer to as the ABF Stock Plan, was adopted on
June 12, 2003 in connection with our acquisition of
Advanced Business Fulfillment, or ABF. Grants under the plan
were limited to ABF employees who were not executive officers of
HLTH. At the time of the closing of the acquisition of ABF,
options to purchase 3,570,000 shares of HLTH Common Stock
were granted under the ABF Stock Plan to ABF employees. No
further grants will be made under this Plan. The options have an
exercise price of $11.73 (the fair market value of HLTH Common
Stock on the closing date of the acquisition) and were scheduled
to vest 25% per year subject to the holder’s continued
employment on the applicable dates. On the closing date of the
EBS Sale, the vesting of certain options issued under this Plan
held by employees of EBS was accelerated and became exercisable
and those employees generally had a 90 day period following
the applicable closing date in which to exercise the accelerated
options and any others granted under this Plan that were already
vested. The other terms of the ABF Stock Plan and its
administration are substantially similar to those described
above for the 2001 Stock Plan.
Dakota Imaging Stock Plan. The 2004
Nonqualified Stock Option Plan for Employees of Dakota Imaging,
Inc., which we refer to as the Dakota Stock Plan, was adopted on
April 19, 2004 in connection with
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our acquisition of Dakota Imaging. Grants under this Plan were
limited to Dakota Imaging employees who were not executive
officers of HLTH. At the time of the closing of the acquisition
of Dakota Imaging, options to purchase 1,000,000 shares of
HLTH Common Stock were granted under the Dakota Imaging Stock
Plan to Dakota Imaging employees. No further grants will be made
under this Plan. The options have an exercise price of $8.83
(the fair market value of HLTH Common Stock on the closing date
of the acquisition) and vest 25% per year subject to the
holder’s continued employment on the applicable dates. On
the closing date of the EBS Sale, the vesting of certain options
issued under this Plan held by employees of EBS was accelerated
and became exercisable and those employees generally had a
90 day period following the applicable closing date in
which to exercise the accelerated options and any others granted
under this Plan that were already vested. The other terms of the
Dakota Imaging Stock Plan and its administration are
substantially similar to those described above for the 2001
Stock Plan.
ViPS Stock Plan. The 2004 Nonqualified Stock
Option Plan for Employees of ViPS, Inc., which we refer to as
the ViPS Stock Plan, was adopted on July 28, 2004 in
connection with our acquisition of ViPS. Grants under the plan
were limited to ViPS employees who were not executive officers
of HLTH. At the time of the closing of the acquisition of ViPS,
options to purchase 989,000 shares of HLTH Common Stock
were granted under the ViPS Stock Plan to ViPS employees. No
further grants will be made under this Plan. The options have an
exercise price of $7.27 (the fair market value of HLTH Common
Stock on the closing date of the acquisition) and vest 25% per
year subject to the holder’s continued employment on the
applicable dates. The other terms of the ViPS Stock Plan and its
administration are substantially similar to those described
above for the 2001 Stock Plan.
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This excerpt taken from the HLTH 10-K filed Apr 30, 2007. Description
of Plans Not Approved by Stockholders
2001 Stock Plan. The 2001 Employee
Non-Qualified Stock Option Plan authorizes the granting of
awards of non-qualified stock options to purchase shares of our
Common Stock to our employees who are not subject to
Section 16(a) of the Securities Exchange Act of 1934. As of
December 31, 2006, options to purchase 1,890,631 of our
Common Stock were available for grant under the 2001 Stock Plan.
The maximum number of shares of our Common Stock with respect to
one or more options that may be granted during any one calendar
year under the 2001 Stock Plan to any one person is 200,000.
Generally, options become exercisable ratably over a three to
five year period based on their individual grant dates and
expire on the tenth anniversary of the date of grant. Options
are granted with exercise prices not less than fair market value
on the date of grant. The exercise price may be paid in cash or
shares of Emdeon Common Stock held by the optionee for a period
of at least six months or through a cashless exercise
arrangement. Upon termination of employment, unvested options
generally are forfeited and vested options generally expire
90 days after termination (one year in the case of
termination as a result of death or disability or immediately in
the event of termination for “cause”). On the closing
dates of the EPS Sale and the EBS Sale, the vesting of certain
options issued under this Plan held by employees of EPS and EBS,
respectively, were accelerated and became exercisable and those
employees generally had a 90 day period following the applicable
closing date in which to exercise the accelerated options and
any others granted under this Plan that were already vested. The
2001
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Stock Plan is administered by the Compensation Committee of our
Board of Directors and all or a portion of such authority may be
delegated to one or more officers of Emdeon. The Compensation
Committee has the authority to designate participants, determine
the number, terms and conditions of options, establish, adopt or
revise any rules and regulations as it may deem advisable to
administer the 2001 Stock Plan and make all other decisions and
determinations that may be required under the 2001 Stock Plan.
The Compensation Committee has delegated to Kevin Cameron, our
Chief Executive Officer, the authority to grant options (up to
certain per employee limits) and determine the terms and
conditions of such grants in accordance with the terms of the
Plan.
2002 Restricted Stock Plan. The 2002
Restricted Stock Plan authorizes the granting of awards of
shares of Emdeon Common Stock that are subject to restrictions
on transfer until such time as they are vested. As of
December 31, 2006, 557,721 shares of restricted Common
Stock were available for grant under the 2002 Restricted Stock
Plan. All of our employees, other than those officers who are
subject to Section 16(a) of the Securities Exchange Act,
are eligible for grants under this Plan. The vesting schedule
applicable to a restricted stock grant is generally 25% per
year subject to the holder’s continued employment on the
applicable dates. Unvested restricted stock is subject to
forfeiture upon termination of employment. The 2002 Restricted
Stock Plan is administered by the Compensation Committee of our
Board of Directors, with responsibilities and authority similar
to those described above for the 2001 Stock Plan. The authority
to grant restricted stock and determine the terms and conditions
thereof in accordance with the terms of this Plan (up to certain
per employee limits) has been delegated to Kevin Cameron, our
Chief Executive Officer.
Envoy Stock Plan. In January 2000, our Board
of Directors adopted the Envoy Stock Plan in connection with the
acquisition of Envoy Corporation. The Envoy Stock Plan
authorizes the granting of awards of non-qualified stock options
to purchase shares of our Common Stock and grants of shares of
Common Stock. As a result of the sale of Emdeon Business
Services in September 2006, no further grants will be made under
this Plan. On the closing date of the EBS Sale, the vesting of
certain options issued under this Plan held by employees of EBS
was accelerated and became exercisable and those employees
generally had a 90 day period following the applicable closing
date in which to exercise the accelerated options and any others
granted under this Plan that were already vested. The other
terms of the Envoy Stock Plan and its administration are
substantially similar to those described above for the 2001
Stock Plan.
Option Agreement with Wayne Gattinella. The
option agreement, entered into on August 20, 2001, provides
for a nonqualified stock option to purchase 600,000 shares
of Common Stock, at an exercise price of $4.81 per share.
The exercise price is equal to the closing price of Emdeon
Common Stock on the date of grant. No further shares of our
Common Stock are available for grant under this option
agreement. The option, which has vested with respect to all
600,000 shares and has been exercised with respect to
360,119 shares, expires on the tenth anniversary of the
date of grant. For additional information, see “Executive
Compensation — Employment Agreements with Named
Executive Officers — Wayne T. Gattinella” above.
ABF Stock Plan. The 2003 Nonqualified Stock
Option Plan for Employees of Advanced Business Fulfillment,
Inc., which we refer to as the ABF Stock Plan, was adopted on
June 12, 2003 in connection with our acquisition of
Advanced Business Fulfillment, or ABF. Grants under the plan
were limited to ABF employees who were not executive officers of
Emdeon. At the time of the closing of the acquisition of ABF,
options to purchase 3,570,000 shares of Emdeon Common Stock
were granted under the ABF Stock Plan to ABF employees. No
further grants will be made under this Plan. The options have an
exercise price of $11.73 (the fair market value of Emdeon Common
Stock on the closing date of the acquisition) and were scheduled
to vest 25% per year subject to the holder’s continued
employment on the applicable dates. On the closing date of the
EBS Sale, the vesting of certain options issued under this Plan
held by employees of EBS was accelerated and became exercisable
and those employees generally had a 90 day period following the
applicable closing date in which to exercise the accelerated
options and any others granted under this Plan that were already
vested. The other terms of the ABF Stock Plan and its
administration are substantially similar to those described
above for the 2001 Stock Plan.
Dakota Imaging Stock Plan. The 2004
Nonqualified Stock Option Plan for Employees of Dakota Imaging,
Inc., which we refer to as the Dakota Stock Plan, was adopted on
April 19, 2004 in connection with
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our acquisition of Dakota Imaging. Grants under this Plan were
limited to Dakota Imaging employees who were not executive
officers of Emdeon. At the time of the closing of the
acquisition of Dakota Imaging, options to purchase
1,000,000 shares of Emdeon Common Stock were granted under
the Dakota Imaging Stock Plan to Dakota Imaging employees. No
further grants will be made under this Plan. The options have an
exercise price of $8.83 (the fair market value of Emdeon Common
Stock on the closing date of the acquisition) and vest
25% per year subject to the holder’s continued
employment on the applicable dates. On the closing date of the
EBS Sale, the vesting of certain options issued under this Plan
held by employees of EBS was accelerated and became exercisable
and those employees generally had a 90 day period following the
applicable closing date in which to exercise the accelerated
options and any others granted under this Plan that were already
vested. The other terms of the Dakota Imaging Stock Plan and its
administration are substantially similar to those described
above for the 2001 Stock Plan.
ViPS Stock Plan. The 2004 Nonqualified Stock
Option Plan for Employees of ViPS, Inc., which we refer to as
the ViPS Stock Plan, was adopted on July 28, 2004 in
connection with our acquisition of ViPS. Grants under the plan
were limited to ViPS employees who were not executive officers
of Emdeon. At the time of the closing of the acquisition of
ViPS, options to purchase 989,000 shares of Emdeon Common
Stock were granted under the ViPS Stock Plan to ViPS employees.
No further grants will be made under this Plan. The options have
an exercise price of $7.27 (the fair market value of Emdeon
Common Stock on the closing date of the acquisition) and vest
25% per year subject to the holder’s continued
employment on the applicable dates. The other terms of the ViPS
Stock Plan and its administration are substantially similar to
those described above for the 2001 Stock Plan.
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This excerpt taken from the HLTH 10-K filed May 1, 2006. Description
of Plans Not Approved by Stockholders
2001 Stock Plan. The 2001 Employee
Non-Qualified Stock Option Plan authorizes the granting of
awards of non-qualified stock options to purchase shares of our
common stock to our employees who are not subject to
Section 16(a) of the Securities Exchange Act of 1934. As of
December 31, 2005 options to purchase 71,367 of our common
stock were available for grant under the 2001 Stock Plan. The
maximum number of shares of our common stock with respect to one
or more options that may be granted during any one calendar year
under the 2001 Stock Plan to any one person is 200,000.
Generally, options become exercisable ratably
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over a three to five year period based on their individual grant
dates and expire on the tenth anniversary of the date of grant.
Options are granted with exercise prices not less than fair
market value on the date of grant. The exercise price may be
paid in cash or shares of Emdeon Common Stock held by the
optionee for a period of at least six months or through a
cashless exercise arrangement. Upon termination of employment,
unvested options generally are forfeited and vested options
generally expire 90 days after termination (one year in the
case of termination as a result of death or disability or
immediately in the event of termination for “cause”).
The 2001 Stock Plan is administered by the Compensation
Committee of our Board of Directors and all or a portion of such
authority may be delegated to one or more officers of Emdeon.
The Compensation Committee has the authority to designate
participants, determine the number, terms and conditions of
options, establish, adopt or revise any rules and regulations as
it may deem advisable to administer the 2001 Stock Plan and make
all other decisions and determinations that may be required
under the 2001 Stock Plan. The Compensation Committee has
delegated to Kevin Cameron the authority to grant options and
determine the terms and conditions of such grants in accordance
with the terms of the Plan.
2002 Restricted Stock Plan. The 2002
Restricted Stock Plan authorizes the granting of awards of
shares of Emdeon Common Stock that are subject to restrictions
on transfer until such time as they are vested. As of
December 31, 2005, 700,721 shares of restricted common
stock were available for grant under the 2002 Restricted Stock
Plan. All of our employees, other than those officers who are
subject to Section 16(a) of the Securities Exchange Act,
are eligible for grants under the plan. The vesting schedule
applicable to a restricted stock grant is generally 25% per
year subject to the holder’s continued employment on the
applicable dates. Unvested restricted stock is subject to
forfeiture upon termination of employment. The 2002 Restricted
Stock Plan is administered by the Compensation Committee of our
Board of Directors, with responsibilities and authority similar
to those described above for the 2001 Stock Plan. The authority
to grant restricted stock and determine the terms and conditions
thereof in accordance with the terms of the plan has been
delegated to Kevin Cameron.
Envoy Stock Plan. In January 2000, our Board
of Directors adopted the Envoy Stock Plan in connection with the
acquisition of Envoy Corporation. The Envoy Stock Plan
authorizes the granting of awards of non-qualified stock options
to purchase shares of our common stock and grants of shares of
common stock. As of December 31, 2005, 328,769 shares
of our common stock remained available for option grants or
grants of shares under the Envoy Stock Plan. The maximum number
of shares of our common stock with respect to one or more
options that may be granted during any one fiscal year under the
Envoy Stock Plan to any one person is 1,000,000, except that, in
connection with an employee’s initial employment, he or she
may be granted options to purchase an additional
500,000 shares which shall not count against the 1,000,000
limit. The terms of the Envoy Stock Plan and its administration
are substantially similar to those described above for the 2001
Stock Plan.
Option Agreement with Wayne Gattinella. The
option agreement, entered into on August 20, 2001, provides
for a nonqualified stock option to purchase 600,000 shares
of common stock, at an exercise price of $4.81 per share.
The exercise price is equal to the closing price of Emdeon
Common Stock on the date of grant. No further shares of our
common stock are available for grant under this option
agreement. The option, which has vested with respect to all
600,000 shares and been exercised with respect to
80,300 shares, expires on the tenth anniversary of the date
of grant. For additional information on this agreement, see the
description of Mr. Gattinella’s compensation
arrangements in Item 11 above.
ABF Stock Plan. The 2003 Nonqualified Stock
Option Plan for Employees of Advanced Business Fulfillment,
Inc., which we refer to as the ABF Stock Plan, was adopted on
June 12, 2003 in connection with our acquisition of
Advanced Business Fulfillment, or ABF. Grants under the plan are
limited to ABF employees who are not executive officers of
Emdeon. At the time of the closing of the acquisition of ABF,
options to purchase 3,570,000 shares of Emdeon Common Stock
were granted under the ABF Stock Plan to ABF employees. The
options have an exercise price of $11.73 (the fair market value
of Emdeon Common Stock on the closing date of the acquisition)
and vest 25% per year subject to the holder’s
continued employment on the applicable dates. As of
December 31, 2005, options to purchase
1,249,500 shares of Emdeon Common Stock were available for
grant under the ABF Stock Plan, although the Compensation
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Committee does not intend that Emdeon shall make further grants
under this Plan. The other terms of the ABF Stock Plan and its
administration are substantially similar to those described
above for the 2001 Stock Plan.
Dakota Imaging Stock Plan. The 2004
Nonqualified Stock Option Plan for Employees of Dakota Imaging,
Inc., which we refer to as the Dakota Stock Plan, was adopted on
April 19, 2004 in connection with our acquisition of Dakota
Imaging. Grants under the plan are limited to Dakota Imaging
employees who are not executive officers of Emdeon. At the time
of the closing of the acquisition of Dakota Imaging, options to
purchase 1,000,000 shares of Emdeon Common Stock were
granted under the Dakota Imaging Stock Plan to Dakota Imaging
employees. The options have an exercise price of $8.83 (the fair
market value of Emdeon Common Stock on the closing date of the
acquisition) and vest 25% per year subject to the
holder’s continued employment on the applicable dates. No
further grants will be made under this Plan. The other terms of
the Dakota Imaging Stock Plan and its administration are
substantially similar to those described above for the 2001
Stock Plan.
VIPS Stock Plan. The 2004 Nonqualified Stock
Option Plan for Employees of VIPS, Inc., which we refer to as
the VIPS Stock Plan, was adopted on July 28, 2004 in
connection with our acquisition of VIPS. Grants under the plan
are limited to VIPS employees who are not executive officers of
Emdeon. At the time of the closing of the acquisition of VIPS,
options to purchase 989,000 shares of Emdeon Common Stock
were granted under the VIPS Stock Plan to VIPS employees. The
options have an exercise price of $7.27 (the fair market value
of Emdeon Common Stock on the closing date of the acquisition)
and vest 25% per year subject to the holder’s
continued employment on the applicable dates. No further grants
will be made under this Plan. The other terms of the VIPS Stock
Plan and its administration are substantially similar to those
described above for the 2001 Stock Plan.
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