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This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. ADMINISTRATION
4.1 Committee. The Plan shall be
administered by a committee (the “Committee”)
appointed by the Board (which Committee shall consist of two or
more directors) or, at the discretion of the Board from time to
time, the Plan may be administered by the Board. It is intended
that the directors appointed to serve on the Committee shall be
“non-employee directors” (within the meaning of
Rule 16b-3
promulgated under the 1934 Act) and “outside
directors” (within the meaning of Section 162(m) of
the Code) to the extent that
Rule 16b-3
and, if necessary for relief from the limitation under
Section 162(m) of the Code and such relief is sought by the
Corporation, Section 162(m) of the Code, respectively, are
applicable. However, the mere fact that a Committee member shall
fail to qualify under either of the foregoing requirements shall
not invalidate any Award made by the Committee which Award is
otherwise validly made under the Plan. The members of the
Committee shall be appointed by, and may be changed at any time
and from time to time in the discretion of, the Board. During
any time that the Board is acting as administrator of the Plan,
it shall have all the powers of the Committee hereunder, and any
reference herein to the Committee (other than in this
Section 4.1) shall include the Board. Notwithstanding the
foregoing, (i) initial Awards granted to Participants in
connection with the Initial Public Offering may be determined,
and (ii) to the extent determined by the Board, following
the Initial Public Offering the Plan may be administered, by the
compensation committee of the board of directors of HLTH
Corporation and all references to such Committee in the Plan
shall be deemed to refer to such Committee for so long as it
serves as the Plan administrator.
4.2 Action by the Committee. For purposes
of administering the Plan, the following rules of procedure
shall govern the Committee. A majority of the Committee shall
constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts
approved unanimously in writing by the members of the Committee
in lieu of a meeting, shall be deemed the acts of the Committee.
Each member of the Committee is entitled to, in good faith, rely
or act upon any report or other information furnished to that
member by any officer or other employee of the Corporation or
any Parent or Affiliate, the Corporation’s independent
certified public accountants, or any executive compensation
consultant or other professional retained by the Corporation to
assist in the administration of the Plan.
4.3 Authority of Committee. Except as
provided below, the Committee has the exclusive power, authority
and discretion to:
(a) Designate Participants;
(b) Determine the type or types of Awards to be granted to
each Participant;
(c) Determine the number of Awards to be granted and the
number of shares of Stock to which an Award will relate;
(d) Determine the terms and conditions of any Award granted
under the Plan, including, but not limited to, the exercise
price, grant price or purchase price, any restrictions or
limitations on the Award, any schedule for lapse of forfeiture
restrictions or restrictions on the exercisability of an Award,
and accelerations or waivers thereof, based in each case on such
considerations as the Committee in its sole discretion
determines;
(e) Accelerate the vesting or lapse of restrictions of any
outstanding Award, based in each case on such considerations as
the Committee in its sole discretion determines;
WebMD 2005 Long-Term
Incentive Plan —
As Amended Through October 28, 2008
Annex A – Page 5
Table of Contents
(f) Determine whether, to what extent, and under what
circumstances an Award may be settled in, or the exercise price
of an Award may be paid in, cash, Stock, other Awards or other
property, or an Award may be canceled, forfeited or surrendered;
(g) Prescribe the form of each Award Agreement, which need
not be identical for each Participant or amend any Award
Agreement;
(h) Decide all other matters that must be determined in
connection with an Award;
(i) Establish, adopt or revise any rules and regulations as
it may deem necessary or advisable to administer the Plan;
(j) Make all other decisions and determinations that may be
required under the Plan or as the Committee deems necessary or
advisable to administer the Plan; and
(k) Amend the Plan as provided herein.
Notwithstanding the foregoing authority, except as provided in
or pursuant to Article 15, the Committee shall not
authorize, generally or in specific cases only, for the benefit
of any Participant, any adjustment in the exercise price of an
Option or the base price of a Stock Appreciation Right, or in
the number of shares subject to an Option or Stock Appreciation
Right granted hereunder by (i) cancellation of an
outstanding Option or Stock Appreciation Right and a subsequent
regranting of an Option or Stock Appreciation Right,
(ii) amendment to an outstanding Option or Stock
Appreciation Right, (iii) substitution of an outstanding
Option or Stock Appreciation Right or (iv) any other action
that would be deemed to constitute a repricing of such an Award
under applicable law, in each case, without prior approval of
the Corporation’s stockholders.
4.4 Delegation of Authority. To the
extent not prohibited by applicable laws, rules and regulations,
the Board or the Committee may, from time to time, delegate some
or all of its authority under the Plan to a subcommittee or
subcommittees thereof or to one or more directors or executive
officers of the Corporation as it deems appropriate under such
conditions or limitations as it may set at the time of such
delegation or thereafter, except that neither the Board nor the
Committee may delegate its authority pursuant to Article 16
to amend the Plan. For purposes of the Plan, references to the
Committee shall be deemed to refer to any subcommittee,
subcommittees, directors or executive officers to whom the Board
or the Committee delegates authority pursuant to this
Section 4.4.
4.5 Decisions Binding. The
Committee’s interpretation of the Plan, any Awards granted
under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are
final, binding and conclusive on all parties.
This excerpt taken from the WBMD 10-Q filed Nov 9, 2007. ADMINISTRATION
4.1 Committee. The Plan shall be
administered by a committee (the “Committee”)
appointed by the Board (which Committee shall consist of two or
more directors) or, at the discretion of the Board from time to
time, the Plan may be administered by the Board. It is intended
that the directors appointed to serve on the Committee shall be
“non-employee directors” (within the meaning of
Rule 16b-3
promulgated under the 1934 Act) and “outside
directors” (within the meaning of Section 162(m) of
the Code) to the extent that
Rule 16b-3
and, if necessary for relief from the limitation under
Section 162(m) of the Code and such relief is sought by the
Corporation, Section 162(m) of the Code, respectively, are
applicable. However, the mere fact that a Committee member shall
fail to qualify under either of the foregoing requirements shall
not invalidate any Award made by the Committee which Award is
otherwise validly made under the Plan. The members of the
Committee shall be appointed by, and may be changed at any time
and from time to time in the discretion of, the Board. During
any time that the Board is acting as administrator of the Plan,
it shall have all the powers of the Committee hereunder, and any
reference herein to the Committee (other than in this
Section 4.1) shall include the Board. Notwithstanding the
foregoing, (i) initial Awards granted to Participants in
connection with the Initial Public Offering may be determined,
and (ii) to the extent determined by the Board, following
the Initial Public Offering the Plan may be administered, by the
compensation committee of the board of directors of Emdeon
Corporation and all references to such Committee in the Plan
shall be deemed to refer to such Committee for so long as it
serves as the Plan administrator.
4.2 Action by the Committee. For purposes
of administering the Plan, the following rules of procedure
shall govern the Committee. A majority of the Committee shall
constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts
approved unanimously in writing by the members of the Committee
in lieu of a meeting, shall be deemed the acts of the Committee.
Each member of the Committee is entitled to, in good faith, rely
or act upon any report or other information furnished to that
member by any officer or other employee of the Corporation or
any Parent or Affiliate, the Corporation’s independent
certified public accountants, or any executive compensation
consultant or other professional retained by the Corporation to
assist in the administration of the Plan.
4.3 Authority of Committee. Except as
provided below, the Committee has the exclusive power, authority
and discretion to:
(a) Designate Participants;
(b) Determine the type or types of Awards to be granted to
each Participant;
(c) Determine the number of Awards to be granted and the
number of shares of Stock to which an Award will relate;
(d) Determine the terms and conditions of any Award granted
under the Plan, including, but not limited to, the exercise
price, grant price or purchase price, any restrictions or
limitations on the Award, any schedule for lapse of forfeiture
restrictions or restrictions on the exercisability of an Award,
and accelerations or waivers thereof, based in each case on such
considerations as the Committee in its sole discretion
determines;
(e) Accelerate the vesting or lapse of restrictions of any
outstanding Award, based in each case on such considerations as
the Committee in its sole discretion determines;
(f) Determine whether, to what extent, and under what
circumstances an Award may be settled in, or the exercise price
of an Award may be paid in, cash, Stock, other Awards or other
property, or an Award may be canceled, forfeited or surrendered;
(g) Prescribe the form of each Award Agreement, which need
not be identical for each Participant or amend any Award
Agreement;
PAGE 5
(h) Decide all other matters that must be determined in
connection with an Award;
(i) Establish, adopt or revise any rules and regulations as
it may deem necessary or advisable to administer the Plan;
(j) Make all other decisions and determinations that may be
required under the Plan or as the Committee deems necessary or
advisable to administer the Plan; and
(k) Amend the Plan as provided herein.
Notwithstanding the foregoing authority, except as provided in
or pursuant to Article 15, the Committee shall not
authorize, generally or in specific cases only, for the benefit
of any Participant, any adjustment in the exercise price of an
Option or the base price of a Stock Appreciation Right, or in
the number of shares subject to an Option or Stock Appreciation
Right granted hereunder by (i) cancellation of an
outstanding Option or Stock Appreciation Right and a subsequent
regranting of an Option or Stock Appreciation Right,
(ii) amendment to an outstanding Option or Stock
Appreciation Right, (iii) substitution of an outstanding
Option or Stock Appreciation Right or (iv) any other action
that would be deemed to constitute a repricing of such an Award
under applicable law, in each case, without prior approval of
the Corporation’s stockholders.
4.4 Delegation of Authority. To the
extent not prohibited by applicable laws, rules and regulations,
the Board or the Committee may, from time to time, delegate some
or all of its authority under the Plan to a subcommittee or
subcommittees thereof or to one or more directors or executive
officers of the Corporation as it deems appropriate under such
conditions or limitations as it may set at the time of such
delegation or thereafter, except that neither the Board nor the
Committee may delegate its authority pursuant to Article 16
to amend the Plan. For purposes of the Plan, references to the
Committee shall be deemed to refer to any subcommittee,
subcommittees, directors or executive officers to whom the Board
or the Committee delegates authority pursuant to this
Section 4.4.
4.5 Decisions Binding. The
Committee’s interpretation of the Plan, any Awards granted
under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are
final, binding and conclusive on all parties.
This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007. ADMINISTRATION
4.1 Committee. The Plan shall be
administered by a committee (the “Committee”)
appointed by the Board (which Committee shall consist of two or
more directors) or, at the discretion of the Board from time to
time, the Plan may be administered by the Board. It is intended
that the directors appointed to serve on the Committee shall be
“non-employee directors” (within the meaning of
Rule 16b-3
promulgated under the 1934 Act) and “outside
directors” (within the meaning of Section 162(m) of
the Code) to the extent that
Rule 16b-3
and, if necessary for relief from the limitation under
Section 162(m) of the Code and such relief is sought by the
Corporation, Section 162(m) of the Code, respectively, are
applicable. However, the mere fact that a Committee member shall
fail to qualify under either of the foregoing requirements shall
not invalidate any Award made by the Committee which Award is
otherwise validly made under the Plan. The members of the
Committee shall be appointed by, and may be changed at any time
and from time to time in the discretion of, the Board. During
any time that the Board is acting as administrator of the Plan,
it shall have all the powers of the Committee hereunder, and any
reference herein to the Committee (other than in this
Section 4.1) shall include the Board. Notwithstanding the
foregoing, (i) initial Awards granted to Participants in
connection with the Initial Public Offering may be determined,
and (ii) to the extent determined by the Board, following
the Initial Public Offering the Plan may be administered, by the
compensation committee of the board of directors of Emdeon
Corporation and all references to such Committee in the Plan
shall be deemed to refer to such Committee for so long as it
serves as the Plan administrator.
4.2 Action by the Committee. For purposes
of administering the Plan, the following rules of procedure
shall govern the Committee. A majority of the Committee shall
constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts
approved unanimously in writing by the members of the Committee
in lieu of a meeting, shall be deemed the acts of the Committee.
Each member of the Committee is entitled to, in good faith, rely
or act upon any report or other information furnished to that
member by any officer or other employee of the Corporation or
any Parent or Affiliate, the Corporation’s independent
certified public accountants, or any executive compensation
consultant or other professional retained by the Corporation to
assist in the administration of the Plan.
4.3 Authority of Committee. Except as
provided below, the Committee has the exclusive power, authority
and discretion to:
(a) Designate Participants;
(b) Determine the type or types of Awards to be granted to
each Participant;
(c) Determine the number of Awards to be granted and the
number of shares of Stock to which an Award will relate;
2005
LONG-TERM
INCENTIVE
PLAN –
AS
AMENDED AND
RESTATED
EFFECTIVE
JULY 27, 2006
ANNEX E —
PAGE 5
Table of Contents
(d) Determine the terms and conditions of any Award granted
under the Plan, including, but not limited to, the exercise
price, grant price or purchase price, any restrictions or
limitations on the Award, any schedule for lapse of forfeiture
restrictions or restrictions on the exercisability of an Award,
and accelerations or waivers thereof, based in each case on such
considerations as the Committee in its sole discretion
determines;
(e) Accelerate the vesting or lapse of restrictions of any
outstanding Award, based in each case on such considerations as
the Committee in its sole discretion determines;
(f) Determine whether, to what extent, and under what
circumstances an Award may be settled in, or the exercise price
of an Award may be paid in, cash, Stock, other Awards or other
property, or an Award may be canceled, forfeited or surrendered;
(g) Prescribe the form of each Award Agreement, which need
not be identical for each Participant or amend any Award
Agreement;
(h) Decide all other matters that must be determined in
connection with an Award;
(i) Establish, adopt or revise any rules and regulations as
it may deem necessary or advisable to administer the Plan;
(j) Make all other decisions and determinations that may be
required under the Plan or as the Committee deems necessary or
advisable to administer the Plan; and
(k) Amend the Plan as provided herein.
Notwithstanding the foregoing authority, except as provided in
or pursuant to Article 15, the Committee shall not
authorize, generally or in specific cases only, for the benefit
of any Participant, any adjustment in the exercise price of an
Option or the base price of a Stock Appreciation Right, or in
the number of shares subject to an Option or Stock Appreciation
Right granted hereunder by (i) cancellation of an
outstanding Option or Stock Appreciation Right and a subsequent
regranting of an Option or Stock Appreciation Right,
(ii) amendment to an outstanding Option or Stock
Appreciation Right, (iii) substitution of an outstanding
Option or Stock Appreciation Right or (iv) any other action
that would be deemed to constitute a repricing of such an Award
under applicable law, in each case, without prior approval of
the Corporation’s stockholders.
4.4 Delegation of Authority. To the
extent not prohibited by applicable laws, rules and regulations,
the Board or the Committee may, from time to time, delegate some
or all of its authority under the Plan to a subcommittee or
subcommittees thereof or to one or more directors or executive
officers of the Corporation as it deems appropriate under such
conditions or limitations as it may set at the time of such
delegation or thereafter, except that neither the Board nor the
Committee may delegate its authority pursuant to Article 16
to amend the Plan. For purposes of the Plan, references to the
Committee shall be deemed to refer to any subcommittee,
subcommittees, directors or executive officers to whom the Board
or the Committee delegates authority pursuant to this
Section 4.4.
4.5 Decisions Binding. The
Committee’s interpretation of the Plan, any Awards granted
under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are
final, binding and conclusive on all parties.
2005
LONG-TERM
INCENTIVE
PLAN –
AS
AMENDED AND
RESTATED
EFFECTIVE
JULY 27, 2006
ANNEX E —
PAGE 6
Table of Contents
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