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This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. AMENDMENT,
MODIFICATION AND TERMINATION
16.1 Amendment, Modification and
Termination. The Board or the Committee may, at
any time and from time to time, amend, modify or terminate the
Plan; provided, however, that the Board or the Committee may
condition any amendment or modification on the approval of
shareholders of the Corporation if such approval is necessary or
deemed advisable with respect to tax, securities or other
applicable laws, policies or regulations.
16.2 Awards Previously Granted. At any
time and from time to time, but subject to Section 4.3, the
Committee may amend, modify or terminate any outstanding Award
or Award Agreement without approval of the Participant;
provided, however, that, subject to the terms of the applicable
Award Agreement, such amendment, modification or termination
shall not, without the Participant’s consent, reduce or
diminish the value of such Award determined as if the Award had
been exercised, vested, cashed in or otherwise settled on the
date of such amendment or termination; provided further,
however, that the original term of any Option
WebMD 2005 Long-Term
Incentive Plan —
As Amended Through October 28, 2008
Annex A – Page 16
Table of Contents
may not be extended. No termination, amendment, or modification
of the Plan shall adversely affect any Award previously granted
under the Plan, without the written consent of the Participant.
Notwithstanding any provision herein to the contrary, the
Committee shall have broad authority to amend the Plan or any
outstanding Award under the Plan without approval of the
Participant to the extent necessary or desirable (i) to
comply with, or take into account changes in, applicable tax
laws, securities laws, accounting rules and other applicable
laws, rules and regulations or (ii) to ensure that an Award
is not subject to interest and penalties under Section 409A
of the Code.
This excerpt taken from the WBMD 10-Q filed Nov 9, 2007. AMENDMENT,
MODIFICATION AND TERMINATION
16.1 Amendment, Modification and
Termination. The Board or the Committee may, at
any time and from time to time, amend, modify or terminate the
Plan; provided, however, that the Board or the Committee may
condition any amendment or modification on the approval of
shareholders of the Corporation if such approval is necessary or
deemed advisable with respect to tax, securities or other
applicable laws, policies or regulations.
16.2 Awards Previously Granted. At any
time and from time to time, but subject to Section 4.3, the
Committee may amend, modify or terminate any outstanding Award
or Award Agreement without approval of the Participant;
provided, however, that, subject to the terms of the applicable
Award Agreement, such amendment, modification or termination
shall not, without the Participant’s consent, reduce or
diminish the value of such Award determined as if the Award had
been exercised, vested, cashed in or otherwise settled on the
date of such amendment or termination; provided further,
however, that the original term of any Option may not be
extended. No termination, amendment, or modification of the Plan
shall adversely affect any Award previously granted under the
Plan, without the written consent of the Participant.
Notwithstanding any provision herein to the contrary, the
Committee shall have broad authority to amend the Plan or any
outstanding Award under the Plan without approval of the
Participant to the extent necessary or desirable (i) to
comply with, or take into account changes in, applicable tax
laws, securities laws, accounting rules and other applicable
laws, rules and regulations or (ii) to ensure that an Award
is not subject to interest and penalties under Section 409A
of the Code.
PAGE 16
This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007. AMENDMENT,
MODIFICATION AND TERMINATION
16.1 Amendment, Modification and
Termination. The Board or the Committee may, at
any time and from time to time, amend, modify or terminate the
Plan; provided, however, that the Board or the Committee may
condition any amendment or modification on the approval of
shareholders of the Corporation if such approval is necessary or
deemed advisable with respect to tax, securities or other
applicable laws, policies or regulations.
16.2 Awards Previously Granted. At any
time and from time to time, but subject to Section 4.3, the
Committee may amend, modify or terminate any outstanding Award
or Award Agreement without approval of the Participant;
provided, however, that, subject to the terms of the applicable
Award Agreement, such amendment, modification or termination
shall not, without the Participant’s consent, reduce or
diminish the value of such Award determined as if the Award had
been exercised, vested, cashed in or otherwise settled on the
date of such amendment or termination; provided further,
however, that the original term of any Option may not be
extended. No termination, amendment, or modification of the Plan
shall adversely affect any Award previously granted under the
Plan, without the written consent of the Participant.
Notwithstanding any provision herein to the contrary, the
Committee shall have broad authority to amend the Plan or any
outstanding Award under the Plan without approval of the
Participant to the extent necessary or desirable (i) to
comply with, or take into account changes in, applicable tax
laws, securities laws, accounting rules and other
2005
LONG-TERM
INCENTIVE
PLAN –
AS
AMENDED AND
RESTATED
EFFECTIVE
JULY 27, 2006
ANNEX E —
PAGE 17
Table of Contents
applicable laws, rules and regulations or (ii) to ensure
that an Award is not subject to interest and penalties under
Section 409A of the Code.
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