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This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. Annex A – Page 18
Table of Contents
the Plan or otherwise, including, without limitation, any tax
obligations or obligations under a currency facility established
in connection with the Plan.
17.15 Section 409A of the Code. If
any provision of the Plan or an Award Agreement contravenes any
regulations or Treasury guidance promulgated under
Section 409A of the Code or could cause an Award to be
subject to the interest and penalties under Section 409A of
the Code, such provision of the Plan or any Award Agreement
shall be modified to maintain, to the maximum extent
practicable, the original intent of the applicable provision
without violating the provisions of Section 409A of the
Code. Moreover, any discretionary authority that the Board or
the Committee may have pursuant to the Plan shall not be
applicable to an Award that is subject to Section 409A of
the Code to the extent such discretionary authority will
contravene Section 409A of the Code or the Treasury
guidance promulgated thereunder.
17.16 Governing Law. To the extent not
governed by federal law, the Plan and all Award Agreements shall
be construed in accordance with and governed by the laws of the
State of Delaware.
17.17 Additional Provisions. Each Award
Agreement may contain such other terms and conditions as the
Board or the Committee may determine, provided that such
other terms and conditions are not inconsistent with the
provisions of this Plan. In the event of any conflict or
inconsistency between the Plan and an Award Agreement, the Plan
shall govern and the Award Agreement shall be interpreted to
minimize or eliminate such conflict or inconsistency.
WebMD 2005 Long-Term
Incentive Plan —
As Amended Through October 28, 2008 |
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