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WBMD » Topics » Anthony Vuolo

These excerpts taken from the WBMD 10-K filed Apr 30, 2009.
Anthony Vuolo
 
Anthony Vuolo, who serves as our Chief Operating Officer, was a party to an employment agreement with HLTH. Mr. Vuolo’s employment agreement was amended and restated, effective as of the date of our initial public offering, and assumed by us. The agreement was further amended as of December 10, 2008 and February 19, 2009. The December 2008 amendment made changes to the agreement that were intended to bring its terms into compliance with Section 409A by, among other things, clarifying the timing of certain payments. The February 2009 amendment made certain modifications to the December 10, 2008 option to purchase HLTH Common Stock granted to Mr. Vuolo relating to the impact of certain terminations of employment (as described below). The following is a description of the agreement, as amended:
 
  •  The employment agreement provides that Mr. Vuolo will receive an annual base salary of $450,000 and is eligible to earn a bonus of up to 100% of his base salary, the actual amount to be determined by the Compensation Committee of our Board in its discretion. For 2008, Mr. Vuolo received an annual bonus of $125,000 from WebMD, determined by the Compensation Committee of our Board in its discretion. In addition, the Compensation Committee approved an SBP Award of $125,000 with respect to Mr. Vuolo. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2008 — Bonuses Paid by WebMD to its Named Executive Officers” and “— Supplemental Bonus Program (SBP)” above. The Compensation Committee of the HLTH Board also approved a bonus of $250,000 paid by HLTH to Mr. Vuolo in recognition for services he provided to HLTH during 2008 outside his responsibilities as an officer of WebMD, including services in connection with HLTH’s divestitures and tender offer during 2008. The employment agreement specifically contemplated that Mr. Vuolo would, from time to time, provide services to HLTH unrelated to his WebMD responsibilities. For information regarding Mr. Vuolo’s equity compensation, see the “Executive Compensation Tables” above.
 
  •  In the event of the termination of Mr. Vuolo’s employment due to his death or disability, by us without Cause (as described below), or by Mr. Vuolo for Good Reason (as described below), or as a result of our failure to renew his employment agreement, he would be entitled to:
 
  (a)  continuation of his base salary for a period of eighteen months following the date of termination;
 
  (b)  any unpaid bonus for the year preceding the year in which the termination of employment occurs, as well as payment for bonuses for the eighteen-month period following the date of termination calculated using the bonus paid for the year prior to the year of termination (and, for this purpose only, the amount of his SBP Award for such year, if any); and
 
  (c)  continued participation in our welfare benefit plans for thirty-six months (or if earlier, until he is eligible for comparable benefits); provided that, pursuant to the December 2008 amendment, he will no longer be entitled to participate in our disability plans and will instead be entitled to a payment equal to the greater of $10,000 and 200% of the cost of his coverage for up to three years.
 
Amounts with respect to Mr. Vuolo’s SBP Award are payable only in accordance with the terms of the Supplemental Bonus Trust (see “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2008 — Annual Cash Bonuses” and “— Supplemental Bonus Program (SBP)” above). In addition, all vested options to purchase HLTH Common Stock granted to Mr. Vuolo (other than the


37

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options granted on March 17, 2004 and on December 10, 2008) would remain exercisable as if he remained in HLTH’s employ through the original expiration date specified in each applicable stock option agreement. Further, the options to purchase WebMD Class A Common Stock granted in connection with our initial public offering would continue to vest through the next vesting date following the date of termination. Mr. Vuolo’s receipt of these severance benefits is subject to his continued compliance with the applicable restrictive covenants described below.
 
  •  For purposes of the employment agreement: (a) “Cause” includes (i) a material breach of his employment agreement that remains unremedied after 30 days’ written notice, or (ii) conviction of a felony; and (b) “Good Reason” includes (i) a material reduction in his title or responsibilities, (ii) the requirement to report to anyone other than our CEO, (iii) a reduction in his base salary or material fringe benefits, (iv) a material breach by us of his employment agreement, (v) relocation of his place of work outside Manhattan, New York, unless it is within 25 miles of his current residence, or (vi) the date that is six months following a Change in Control (as described below) of WebMD or HLTH (so long as we are a subsidiary of HLTH at the time of a Change in Control of HLTH and that Mr. Vuolo remains employed by our successor or HLTH’s successor, or is terminated without Cause or resigns for Good Reason, during such six-month period).
 
  •  For purposes of the employment agreement, a “Change in Control” would occur when: (i) any person, entity, or group acquires at least 50% of the voting power of WebMD or HLTH, (ii) there is a sale of all or substantially all of our or HLTH’s assets in a transaction where then current stockholders do not receive a majority of the voting power or equity interest in the acquiring entity or its controlling affiliates or (iii) a complete liquidation or dissolution of us or HLTH occurs.
 
  •  The December 2008 amendment described the material terms of the December 2008 WebMD equity awards made to Mr. Vuolo. Specifically, Mr. Vuolo may resign one year after the occurrence of a Change in Control of WebMD (as defined in the 2005 Plan) or of HLTH (as defined in the HLTH 2000 Plan) and (i) he would continue to vest in the option granted on December 10, 2008 through the second anniversary of the Change in Control and (ii) that portion of the restricted stock award made on the same date that would have vested over the two year period following the Change in Control will become vested on the date of resignation. The February 2009 amendment provided that the option granted to Mr. Vuolo by HLTH on December 10, 2008 will be treated in the same manner as the WebMD grants made on such date and described above. The grant made at the time of our initial public offering had a similar provision (with a 6 month transition requirement), but given that the last vesting of such grant is September 28, 2009, such provision has no further effect.
 
  •  The employment agreement provides that in the event of a transaction whereby we are no longer a subsidiary of HLTH and, as a result, Mr. Vuolo is no longer providing services to HLTH, then all options to purchase HLTH’s stock granted to Mr. Vuolo will be treated as if his employment was terminated without Cause.
 
  •  The employment agreement contains confidentiality obligations that survive indefinitely and non-solicitation and non-competition obligations that end on the second anniversary of the date employment has ceased.
 
  •  The December 2008 amendment also made changes to the agreement that were intended to bring its terms into compliance with Section 409A by, among other things, clarifying the timing of certain payments.
 
  •  The employment agreement is governed by the laws of the State of New York.
 
  •  The employment agreement contains a tax gross-up provision relating to any excise tax that Mr. Vuolo incurs by reason of his receipt of any payment that constitutes an excess parachute payment as defined in Section 280G of the Internal Revenue Code. Any excess parachute and related gross-up payments made to Mr. Vuolo will not be deductible for federal income tax purposes.


38

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Anthony
Vuolo


 



Anthony Vuolo, who serves as our Chief Operating Officer, was a
party to an employment agreement with HLTH.
Mr. Vuolo’s employment agreement was amended and
restated, effective as of the date of our initial public
offering, and assumed by us. The agreement was further amended
as of December 10, 2008 and February 19, 2009. The
December 2008 amendment made changes to the agreement that were
intended to bring its terms into compliance with
Section 409A by, among other things, clarifying the timing
of certain payments. The February 2009 amendment made certain
modifications to the December 10, 2008 option to purchase
HLTH Common Stock granted to Mr. Vuolo relating to the
impact of certain terminations of employment (as described
below). The following is a description of the agreement, as
amended:


 


























  • 
The employment agreement provides that Mr. Vuolo will
receive an annual base salary of $450,000 and is eligible to
earn a bonus of up to 100% of his base salary, the actual amount
to be determined by the Compensation Committee of our Board in
its discretion. For 2008, Mr. Vuolo received an annual
bonus of $125,000 from WebMD, determined by the Compensation
Committee of our Board in its discretion. In addition, the
Compensation Committee approved an SBP Award of $125,000 with
respect to Mr. Vuolo. See “Compensation Discussion and
Analysis — Use of Specific Types of Compensation in
2008 — Bonuses Paid by WebMD to its Named Executive
Officers” and “— Supplemental Bonus Program
(SBP)” above. The Compensation Committee of the HLTH Board
also approved a bonus of $250,000 paid by HLTH to Mr. Vuolo
in recognition for services he provided to HLTH during 2008
outside his responsibilities as an officer of WebMD, including
services in connection with HLTH’s divestitures and tender
offer during 2008. The employment agreement specifically
contemplated that Mr. Vuolo would, from time to time,
provide services to HLTH unrelated to his WebMD
responsibilities. For information regarding
Mr. Vuolo’s equity compensation, see the
“Executive Compensation Tables” above.
 
  • 
In the event of the termination of Mr. Vuolo’s
employment due to his death or disability, by us without Cause
(as described below), or by Mr. Vuolo for Good Reason (as
described below), or as a result of our failure to renew his
employment agreement, he would be entitled to:


 
















  (a) 
continuation of his base salary for a period of eighteen months
following the date of termination;


 
















  (b) 
any unpaid bonus for the year preceding the year in which the
termination of employment occurs, as well as payment for bonuses
for the eighteen-month period following the date of termination
calculated using the bonus paid for the year prior to the year
of termination (and, for this purpose only, the amount of his
SBP Award for such year, if any); and


 
















  (c) 
continued participation in our welfare benefit plans for
thirty-six months (or if earlier, until he is eligible for
comparable benefits); provided that, pursuant to the December
2008 amendment, he will no longer be entitled to participate in
our disability plans and will instead be entitled to a payment
equal to the greater of $10,000 and 200% of the cost of his
coverage for up to three years.


 
Amounts with respect to Mr. Vuolo’s SBP Award are
payable only in accordance with the terms of the Supplemental
Bonus Trust (see “Compensation Discussion and
Analysis — Use of Specific Types of Compensation in
2008 — Annual Cash Bonuses” and
“— Supplemental Bonus Program (SBP)” above).
In addition, all vested options to purchase HLTH Common Stock
granted to Mr. Vuolo (other than the





37




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options granted on March 17, 2004 and on December 10,
2008) would remain exercisable as if he remained in
HLTH’s employ through the original expiration date
specified in each applicable stock option agreement. Further,
the options to purchase WebMD Class A Common Stock granted
in connection with our initial public offering would continue to
vest through the next vesting date following the date of
termination. Mr. Vuolo’s receipt of these severance
benefits is subject to his continued compliance with the
applicable restrictive covenants described below.


 






















































































  • 
For purposes of the employment agreement:
(a) “Cause” includes (i) a material breach
of his employment agreement that remains unremedied after
30 days’ written notice, or (ii) conviction of a
felony; and (b) “Good Reason” includes (i) a
material reduction in his title or responsibilities,
(ii) the requirement to report to anyone other than our
CEO, (iii) a reduction in his base salary or material
fringe benefits, (iv) a material breach by us of his
employment agreement, (v) relocation of his place of work
outside Manhattan, New York, unless it is within 25 miles
of his current residence, or (vi) the date that is six
months following a Change in Control (as described below) of
WebMD or HLTH (so long as we are a subsidiary of HLTH at the
time of a Change in Control of HLTH and that Mr. Vuolo
remains employed by our successor or HLTH’s successor, or
is terminated without Cause or resigns for Good Reason, during
such six-month period).
 
  • 
For purposes of the employment agreement, a “Change in
Control” would occur when: (i) any person, entity, or
group acquires at least 50% of the voting power of WebMD or
HLTH, (ii) there is a sale of all or substantially all of
our or HLTH’s assets in a transaction where then current
stockholders do not receive a majority of the voting power or
equity interest in the acquiring entity or its controlling
affiliates or (iii) a complete liquidation or dissolution
of us or HLTH occurs.
 
  • 
The December 2008 amendment described the material terms of the
December 2008 WebMD equity awards made to Mr. Vuolo.
Specifically, Mr. Vuolo may resign one year after the
occurrence of a Change in Control of WebMD (as defined in the
2005 Plan) or of HLTH (as defined in the HLTH 2000 Plan) and
(i) he would continue to vest in the option granted on
December 10, 2008 through the second anniversary of the
Change in Control and (ii) that portion of the restricted
stock award made on the same date that would have vested over
the two year period following the Change in Control will become
vested on the date of resignation. The February 2009 amendment
provided that the option granted to Mr. Vuolo by HLTH on
December 10, 2008 will be treated in the same manner as the
WebMD grants made on such date and described above. The grant
made at the time of our initial public offering had a similar
provision (with a 6 month transition requirement), but
given that the last vesting of such grant is September 28,
2009, such provision has no further effect.
 
  • 
The employment agreement provides that in the event of a
transaction whereby we are no longer a subsidiary of HLTH and,
as a result, Mr. Vuolo is no longer providing services to
HLTH, then all options to purchase HLTH’s stock granted to
Mr. Vuolo will be treated as if his employment was
terminated without Cause.
 
  • 
The employment agreement contains confidentiality obligations
that survive indefinitely and non-solicitation and
non-competition obligations that end on the second anniversary
of the date employment has ceased.
 
  • 
The December 2008 amendment also made changes to the agreement
that were intended to bring its terms into compliance with
Section 409A by, among other things, clarifying the timing
of certain payments.
 
  • 
The employment agreement is governed by the laws of the State of
New York.
 
  • 
The employment agreement contains a tax
gross-up
provision relating to any excise tax that Mr. Vuolo incurs
by reason of his receipt of any payment that constitutes an
excess parachute payment as defined in Section 280G of the
Internal Revenue Code. Any excess parachute and related
gross-up
payments made to Mr. Vuolo will not be deductible for
federal income tax purposes.





38




Table of Contents





 




This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.
Anthony Vuolo
 
Anthony Vuolo, who serves as WebMD’s Chief Operating Officer, was a party to an employment agreement with HLTH. Mr. Vuolo’s employment agreement has been amended and restated, effective as of the


39

Table of Contents

date of WebMD’s initial public offering, and assumed by WebMD. The following is a description of Mr. Vuolo’s amended and restated employment agreement:
 
  •  The employment agreement provides that Mr. Vuolo will receive an annual base salary of $450,000 and is eligible to earn a bonus of up to 100% of his base salary. For 2007, Mr. Vuolo received an annual bonus of $125,000, determined by the Compensation Committee of WebMD’s board in its discretion. In addition, the Compensation Committee approved an SBP Award of $125,000 with respect to Mr. Vuolo. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2007 — Annual Cash Bonuses” and “Supplemental Bonus Program (SBP)” above. With respect to subsequent years, the employment agreement provides that achievement of 50% of that bonus will be based upon WebMD’s attainment of corporate financial and strategic goals to be established by the Compensation Committee of WebMD’s board in consultation with Mr. Vuolo and achievement of the remaining 50% will be determined in the discretion of WebMD’s Compensation Committee, or in the discretion of the Compensation Committee of HLTH’s board with respect to services rendered by Mr. Vuolo to HLTH. For information regarding Mr. Vuolo’s equity compensation, see the “Executive Compensation Tables” above.
 
  •  In the event of the termination of Mr. Vuolo’s employment due to his death or disability, by WebMD without Cause (as described below), or by Mr. Vuolo for Good Reason (as described below), or as a result of WebMD’s failure to renew his employment agreement, he would be entitled to:
 
(a) continuation of his base salary for a period of eighteen months following the date of termination;
 
  (b)  any unpaid bonus for the year preceding the year in which the termination of employment occurs, as well as payment for bonuses for the eighteen-month period following the date of termination calculated using the bonus paid or awarded for the year prior to the year of termination; and
 
  (c)  continued participation in WebMD’s welfare benefit plans for thirty-six months or if earlier, until he is eligible for comparable benefits.
 
     Amounts with respect to Mr. Vuolo’s SBP Award are payable only in accordance with the terms of the Supplemental Bonus Trust (see “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2007 — Annual Cash Bonuses” and “Supplemental Bonus Program (SBP)” above).
 
     In addition, all vested options to purchase HLTH Common Stock granted to Mr. Vuolo (other than the options granted March 17, 2004) would remain exercisable as if he remained in HLTH’s employ through the original expiration date specified in each applicable stock option agreement. Further, the options to purchase WebMD Class A Common Stock granted in connection with WebMD’s initial public offering would continue to vest through the next vesting date following the date of termination; provided that if the event triggering Good Reason is a Change in Control (as described below) then these options would be treated as described below. Mr. Vuolo’s receipt of these severance benefits is subject to his continued compliance with applicable restrictive covenants.
 
  •  For purposes of the employment agreement: (a) “Cause” includes (i) a material breach of his employment agreement that remains unremedied after 30 days’ written notice, or (ii) conviction of a felony; and (b) “Good Reason” includes (i) a material reduction in his title or responsibilities, (ii) the requirement to report to anyone other than WebMD’s CEO, (iii) a reduction in his base salary or material fringe benefits, (iv) a material breach by WebMD of his employment agreement, (v) relocation of his place of work outside Manhattan, New York, unless it is within 25 miles of his current residence, or (vi) the date that is six months following a Change in Control (as described below) of WebMD or HLTH (so long as WebMD is a subsidiary of HLTH at the time of a Change in Control of HLTH and that Mr. Vuolo remains employed by WebMD’s successor or HLTH’s successor, or is terminated without Cause or resigns for Good Reason, during such six-month period).
 
  •  For purposes of the employment agreement, a “Change in Control” would occur when: (i) any person, entity, or group acquires at least 50% of the voting power of WebMD or HLTH, (ii) there is a sale of all or substantially all of WebMD’s or HLTH’s assets in a transaction where then current stockholders


40

Table of Contents

  do not receive a majority of the voting power or equity interest in the acquiring entity or its controlling affiliates or (iii) a complete liquidation or dissolution of WebMD or HLTH occurs.
 
  •  The employment agreement also provides that in the event of a Change in Control of WebMD prior to the fourth anniversary of the date of grant of the stock option granted in connection with WebMD’s initial public offering, as long as Mr. Vuolo remains employed for at least 6 months after the Change in Control (or is terminated without Cause or resigns for Good Reason), then such option will continue to vest through the next vesting date, whether or not Mr. Vuolo remains employed by WebMD on such vesting date.
 
  •  The employment agreement provides that, in the event of a transaction whereby WebMD is no longer a subsidiary of HLTH and, as a result, Mr. Vuolo is no longer providing services to HLTH, then all options to purchase HLTH’s stock granted to Mr. Vuolo will be treated as if his employment was terminated without Cause.
 
  •  The employment agreement contains confidentiality obligations that survive indefinitely and non-solicitation and non-competition obligations that end on the second anniversary of the date employment has ceased.
 
  •  The employment agreement is governed by the laws of the State of New York.
 
  •  The employment agreement contains a tax gross-up provision relating to any excise tax that Mr. Vuolo incurs by reason of his receipt of any payment that constitutes an excess parachute payment as defined in Section 280G of the Internal Revenue Code. Any excess parachute and related gross-up payments made to Mr. Vuolo will not be deductible for federal income tax purposes.
 
These excerpts taken from the WBMD 10-K filed Apr 29, 2008.
Anthony Vuolo
 
Anthony Vuolo, who serves as our Chief Operating Officer, was a party to an employment agreement with HLTH. Mr. Vuolo’s employment agreement has been amended and restated, effective as of the date of our initial public offering, and assumed by us. The following is a description of Mr. Vuolo’s amended and restated employment agreement:
 
• The employment agreement provides that Mr. Vuolo will receive an annual base salary of $450,000 and is eligible to earn a bonus of up to 100% of his base salary. For 2007, Mr. Vuolo received an annual bonus of $125,000, determined by the Compensation Committee of our Board in its discretion. In addition, the Compensation Committee approved an SBP Award of $125,000 with respect to Mr. Vuolo.


30

Table of Contents

See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2007 — Annual Cash Bonuses” and “— Supplemental Bonus Program (SBP)” above. With respect to subsequent years, the employment agreement provides that achievement of 50% of that bonus will be based upon our attainment of corporate financial and strategic goals to be established by the Compensation Committee of our Board in consultation with Mr. Vuolo and achievement of the remaining 50% will be determined in the discretion of our Compensation Committee, or in the discretion of the Compensation Committee of HLTH’s Board with respect to services rendered by Mr. Vuolo to HLTH. For information regarding Mr. Vuolo’s equity compensation, see the “Executive Compensation Tables” above.
 
• In the event of the termination of Mr. Vuolo’s employment due to his death or disability, by us without Cause (as described below), or by Mr. Vuolo for Good Reason (as described below), or as a result of our failure to renew his employment agreement, he would be entitled to:
 
  (a)  continuation of his base salary for a period of eighteen months following the date of termination;
 
  (b)  any unpaid bonus for the year preceding the year in which the termination of employment occurs, as well as payment for bonuses for the eighteen-month period following the date of termination calculated using the bonus paid for the year prior to the year of termination; and
 
  (c)  continued participation in our welfare benefit plans for thirty-six months or if earlier, until he is eligible for comparable benefits.
 
Amounts with respect to Mr. Vuolo’s SBP Award are payable only in accordance with the terms of the Supplemental Bonus Trust (see “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2007 — Annual Cash Bonuses” and “— Supplemental Bonus Program (SBP)” above). In addition, all vested options to purchase HLTH Common Stock granted to Mr. Vuolo (other than the options granted March 17, 2004) would remain exercisable as if he remained in HLTH’s employ through the original expiration date specified in each applicable stock option agreement. Further, the options to purchase WebMD Class A Common Stock granted in connection with our initial public offering would continue to vest through the next vesting date following the date of termination; provided that if the event triggering Good Reason is a Change in Control (as described below) then these options would be treated as described below. Mr. Vuolo’s receipt of these severance benefits is subject to his continued compliance with applicable restrictive covenants.
 
• For purposes of the employment agreement: (a) “Cause” includes (i) a material breach of his employment agreement that remains unremedied after 30 days’ written notice, or (ii) conviction of a felony; and (b) “Good Reason” includes (i) a material reduction in his title or responsibilities, (ii) the requirement to report to anyone other than our CEO, (iii) a reduction in his base salary or material fringe benefits, (iv) a material breach by us of his employment agreement, (v) relocation of his place of work outside Manhattan, New York, unless it is within 25 miles of his current residence, or (vi) the date that is six months following a Change in Control (as described below) of WebMD or HLTH (so long as we are a subsidiary of HLTH at the time of a Change in Control of HLTH and that Mr. Vuolo remains employed by our successor or HLTH’s successor, or is terminated without Cause or resigns for Good Reason, during such six-month period).
 
• For purposes of the employment agreement, a “Change in Control” would occur when: (i) any person, entity, or group acquires at least 50% of the voting power of WebMD or HLTH, (ii) there is a sale of all or substantially all of our or HLTH’s assets in a transaction where then current stockholders do not receive a majority of the voting power or equity interest in the acquiring entity or its controlling affiliates or (iii) a complete liquidation or dissolution of us or HLTH occurs.
 
• The employment agreement also provides that in the event of a Change in Control of WebMD prior to the fourth anniversary of the date of grant of the stock option granted in connection with our initial public offering, as long as Mr. Vuolo remains employed for at least 6 months after the Change in Control (or is terminated without Cause or resigns for Good Reason), then such option will continue to


31

Table of Contents

vest through the next vesting date, whether or not Mr. Vuolo remains employed by us on such vesting date.
 
• The employment agreement provides that in the event of a transaction whereby we are no longer a subsidiary of HLTH and, as a result, Mr. Vuolo is no longer providing services to HLTH, then all options to purchase HLTH’s stock granted to Mr. Vuolo will be treated as if his employment was terminated without Cause.
 
• The employment agreement contains confidentiality obligations that survive indefinitely and non-solicitation and non-competition obligations that end on the second anniversary of the date employment has ceased.
 
• The employment agreement is governed by the laws of the State of New York.
 
• The employment agreement contains a tax gross-up provision relating to any excise tax that Mr. Vuolo incurs by reason of his receipt of any payment that constitutes an excess parachute payment as defined in Section 280G of the Internal Revenue Code. Any excess parachute and related gross-up payments made to Mr. Vuolo will not be deductible for federal income tax purposes.
 
Anthony
Vuolo


 



Anthony Vuolo, who serves as our Chief Operating Officer, was a
party to an employment agreement with HLTH.
Mr. Vuolo’s employment agreement has been amended and
restated, effective as of the date of our initial public
offering, and assumed by us. The following is a description of
Mr. Vuolo’s amended and restated employment agreement:


 

















•
The employment agreement provides that Mr. Vuolo will
receive an annual base salary of $450,000 and is eligible to
earn a bonus of up to 100% of his base salary. For 2007,
Mr. Vuolo received an annual bonus of $125,000, determined
by the Compensation Committee of our Board in its discretion. In
addition, the Compensation Committee approved an SBP Award of
$125,000 with respect to Mr. Vuolo.





30




Table of Contents
See “Compensation Discussion and Analysis — Use
of Specific Types of Compensation in 2007 — Annual
Cash Bonuses” and “— Supplemental Bonus
Program (SBP)” above. With respect to subsequent years, the
employment agreement provides that achievement of 50% of that
bonus will be based upon our attainment of corporate financial
and strategic goals to be established by the Compensation
Committee of our Board in consultation with Mr. Vuolo and
achievement of the remaining 50% will be determined in the
discretion of our Compensation Committee, or in the discretion
of the Compensation Committee of HLTH’s Board with respect
to services rendered by Mr. Vuolo to HLTH. For information
regarding Mr. Vuolo’s equity compensation, see the
“Executive Compensation Tables” above.
 

•
In the event of the termination of Mr. Vuolo’s
employment due to his death or disability, by us without Cause
(as described below), or by Mr. Vuolo for Good Reason (as
described below), or as a result of our failure to renew his
employment agreement, he would be entitled to:


 
















  (a) 
continuation of his base salary for a period of eighteen months
following the date of termination;


 
















  (b) 
any unpaid bonus for the year preceding the year in which the
termination of employment occurs, as well as payment for bonuses
for the eighteen-month period following the date of termination
calculated using the bonus paid for the year prior to the year
of termination; and


 
















  (c) 
continued participation in our welfare benefit plans for
thirty-six months or if earlier, until he is eligible for
comparable benefits.


 
Amounts with respect to Mr. Vuolo’s SBP Award are
payable only in accordance with the terms of the Supplemental
Bonus Trust (see “Compensation Discussion and
Analysis — Use of Specific Types of Compensation in
2007 — Annual Cash Bonuses” and
“— Supplemental Bonus Program (SBP)” above).
In addition, all vested options to purchase HLTH Common Stock
granted to Mr. Vuolo (other than the options granted
March 17, 2004) would remain exercisable as if he
remained in HLTH’s employ through the original expiration
date specified in each applicable stock option agreement.
Further, the options to purchase WebMD Class A Common Stock
granted in connection with our initial public offering would
continue to vest through the next vesting date following the
date of termination; provided that if the event triggering Good
Reason is a Change in Control (as described below) then these
options would be treated as described below.
Mr. Vuolo’s receipt of these severance benefits is
subject to his continued compliance with applicable restrictive
covenants.
 

•
For purposes of the employment agreement:
(a) “Cause” includes (i) a material breach
of his employment agreement that remains unremedied after
30 days’ written notice, or (ii) conviction of a
felony; and (b) “Good Reason” includes (i) a
material reduction in his title or responsibilities,
(ii) the requirement to report to anyone other than our
CEO, (iii) a reduction in his base salary or material
fringe benefits, (iv) a material breach by us of his
employment agreement, (v) relocation of his place of work
outside Manhattan, New York, unless it is within 25 miles
of his current residence, or (vi) the date that is six
months following a Change in Control (as described below) of
WebMD or HLTH (so long as we are a subsidiary of HLTH at the
time of a Change in Control of HLTH and that Mr. Vuolo
remains employed by our successor or HLTH’s successor, or
is terminated without Cause or resigns for Good Reason, during
such six-month period).
 

•
For purposes of the employment agreement, a “Change in
Control” would occur when: (i) any person, entity, or
group acquires at least 50% of the voting power of WebMD or
HLTH, (ii) there is a sale of all or substantially all of
our or HLTH’s assets in a transaction where then current
stockholders do not receive a majority of the voting power or
equity interest in the acquiring entity or its controlling
affiliates or (iii) a complete liquidation or dissolution
of us or HLTH occurs.
 

•
The employment agreement also provides that in the event of a
Change in Control of WebMD prior to the fourth anniversary of
the date of grant of the stock option granted in connection with
our initial public offering, as long as Mr. Vuolo remains
employed for at least 6 months after the Change in Control
(or is terminated without Cause or resigns for Good Reason),
then such option will continue to





31




Table of Contents
vest through the next vesting date, whether or not
Mr. Vuolo remains employed by us on such vesting date.
 

•
The employment agreement provides that in the event of a
transaction whereby we are no longer a subsidiary of HLTH and,
as a result, Mr. Vuolo is no longer providing services to
HLTH, then all options to purchase HLTH’s stock granted to
Mr. Vuolo will be treated as if his employment was
terminated without Cause.
 

•
The employment agreement contains confidentiality obligations
that survive indefinitely and non-solicitation and
non-competition obligations that end on the second anniversary
of the date employment has ceased.
 

•
The employment agreement is governed by the laws of the State of
New York.
 

•
The employment agreement contains a tax
gross-up
provision relating to any excise tax that Mr. Vuolo incurs
by reason of his receipt of any payment that constitutes an
excess parachute payment as defined in Section 280G of the
Internal Revenue Code. Any excess parachute and related
gross-up
payments made to Mr. Vuolo will not be deductible for
federal income tax purposes.


 




This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007.
Anthony Vuolo
 
Anthony Vuolo, who became our Chief Operating Officer on July 31, 2007 and formerly served as our Executive Vice President, Chief Financial Officer, was a party to an employment agreement with HLTH. Mr. Vuolo’s employment agreement has been amended and restated, effective as of the date of our initial


35

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public offering, and assumed by us. The following is a description of Mr. Vuolo’s amended and restated employment agreement:
 
  •  The employment agreement provides that Mr. Vuolo will receive an annual base salary of $450,000 and is eligible to earn a bonus of up to 100% of his base salary. For 2006, Mr. Vuolo received an annual bonus of $250,000, determined by the Compensation Committee of our Board in its discretion, based on both his own and WebMD’s performance. In addition, Mr. Vuolo received a special bonus from HLTH of $450,000 primarily in recognition of his services to HLTH in connection with the sale transactions during 2006 involving Emdeon Practice Services and Emdeon Business Services, which Mr. Vuolo has agreed would not be included as part of his historical compensation for purposes of any calculation of severance pay under his employment agreement. With respect to subsequent years, the employment agreement provides that achievement of 50% of that bonus will be based upon our attainment of corporate financial and strategic goals to be established by the Compensation Committee of our Board in consultation with Mr. Vuolo and achievement of the remaining 50% will be determined in the discretion of our Compensation Committee, or in the discretion of the Compensation Committee of HLTH’s Board with respect to services rendered by Mr. Vuolo to HLTH. For information regarding Mr. Vuolo’s equity compensation, see the “Executive Compensation Tables” above.
 
  •  In the event of the termination of Mr. Vuolo’s employment due to his death or disability, by us without Cause (as described below), or by Mr. Vuolo for Good Reason (as described below), or as a result of our failure to renew his employment agreement, he would be entitled to:
 
(a) continuation of his base salary for a period of eighteen months following the date of termination;
 
(b) any unpaid bonus for the year preceding the year in which the termination of employment occurs, as well as payment for bonuses for the eighteen-month period following the date of termination calculated using the bonus paid for the year prior to the year of termination; and
 
(c) continued participation in our welfare benefit plans for thirty-six months or if earlier, until he is eligible for comparable benefits.
 
In addition, all vested options to purchase HLTH Common Stock granted to Mr. Vuolo (other than the options granted March 17, 2004) would remain exercisable as if he remained in HLTH’s employ through the original expiration date specified in each applicable stock option agreement. Further, the options to purchase WebMD Class A Common Stock granted in connection with our initial public offering would continue to vest through the next vesting date following the date of termination; provided that if the event triggering Good Reason is a Change in Control (as described below) then these options would be treated as described below. Mr. Vuolo’s receipt of these severance benefits is subject to his continued compliance with applicable restrictive covenants.
 
  •  For purposes of the employment agreement, (a) “Cause” includes (i) a material breach of his employment agreement that remains unremedied after 30 days’ written notice, or (ii) conviction of a felony; and (b) “Good Reason” includes (i) a material reduction in his title or responsibilities, (ii) the requirement to report to anyone other than our CEO, (iii) a reduction in his base salary or material fringe benefits, (iv) a material breach by us of his employment agreement, (v) relocation of his place of work outside Manhattan, New York, unless it is within 25 miles of his current residence, or (vi) the date that is six months following a Change in Control (as described below) of WebMD or HLTH (so long as we are a subsidiary of HLTH at the time of a Change in Control of HLTH and that Mr. Vuolo remains employed by our successor or HLTH’s successor, or is terminated without Cause or resigns for Good Reason, during such six-month period).
 
  •  For purposes of the employment agreement, a “Change in Control” would occur when: (i) any person, entity, or group acquires at least 50% of the voting power of WebMD or HLTH, (ii) there is a sale of all or substantially all of our or HLTH’s assets in a transaction where then current stockholders do not receive a majority of the voting power or equity interest in the acquiring entity or its controlling affiliates or (iii) a complete liquidation or dissolution of us or HLTH occurs.


36

Table of Contents

 
  •  The employment agreement also provides that in the event of a Change in Control of WebMD prior to the second anniversary of the date of grant of the stock option granted in connection with our initial public offering, as long as Mr. Vuolo remains employed for at least 6 months after the Change in Control (or is terminated without Cause or resigns for Good Reason), then such option will continue to vest through the second anniversary of the date of grant of the stock option (i.e., 50% vested) whether or not Mr. Vuolo remains employed by us on the vesting date(s). In the event of a change in control of WebMD on or after the second anniversary, but prior to the fourth anniversary, of the date of grant of the stock option granted in connection with our initial public offering, as long as Mr. Vuolo remains employed for at least 6 months after the change in control (or is terminated without Cause or resigns for Good Reason), then such option will vest through the next vesting date, whether or not Mr. Vuolo remains employed by us on such vesting date.
 
  •  The employment agreement provides that in the event of a transaction whereby we are no longer a subsidiary of HLTH and, as a result, Mr. Vuolo is no longer providing services to HLTH, then all options to purchase HLTH’s stock granted to Mr. Vuolo will be treated as if his employment was terminated without Cause.
 
  •  The employment agreement contains confidentiality obligations that survive indefinitely and non-solicitation and non-competition obligations that end on the second anniversary of the date employment has ceased.
 
  •  The employment agreement is governed by the laws of the State of New York.
 
  •  The employment agreement contains a tax gross-up provision relating to any excise tax that Mr. Vuolo incurs by reason of his receipt of any payment that constitutes an excess parachute payment as defined in Section 280G of the Internal Revenue Code. Any excess parachute and related gross-up payments made to Mr. Vuolo will not be deductible for federal income tax purposes.
 
This excerpt taken from the WBMD 10-K filed Apr 30, 2007.
Anthony Vuolo
 
Anthony Vuolo, who serves as our Executive Vice President, Chief Financial Officer, was a party to an employment agreement with Emdeon. Mr. Vuolo’s employment agreement has been amended and restated, effective as of the date of our initial public offering, and assumed by us. The following is a description of Mr. Vuolo’s amended and restated employment agreement:
 
  •  The employment agreement provides that Mr. Vuolo will receive an annual base salary of $450,000 and is eligible to earn a bonus of up to 100% of his base salary. For 2006, Mr. Vuolo received an annual bonus of $250,000, determined by the Compensation Committee of our Board in its discretion, based on both his own and WebMD’s performance. In addition, Mr. Vuolo received a special bonus from Emdeon of $450,000 primarily in recognition of his services to Emdeon in connection with the sale transactions during 2006 involving Emdeon Practice Services and Emdeon Business Services, which Mr. Vuolo has agreed would not be included as part of his historical compensation for purposes of any calculation of severance pay under his employment agreement. With respect to subsequent years, the employment agreement provides that achievement of 50% of that bonus will be based upon our attainment of corporate financial and strategic goals to be established by the Compensation Committee of our Board in consultation with Mr. Vuolo and achievement of the remaining 50% will be determined in the discretion of our Compensation Committee, or in the discretion of the Compensation Committee of Emdeon’s Board with respect to services rendered by Mr. Vuolo to Emdeon. For information regarding Mr. Vuolo’s equity compensation, see the “Executive Compensation Tables” above.
 
  •  In the event of the termination of Mr. Vuolo’s employment due to his death or disability, by us without Cause (as described below), or by Mr. Vuolo for Good Reason (as described below), or as a result of our failure to renew his employment agreement, he would be entitled to:
 
  (a)  continuation of his base salary for a period of eighteen months following the date of termination;
 
  (b)  any unpaid bonus for the year preceding the year in which the termination of employment occurs, as well as payment for bonuses for the eighteen-month period following the date of termination calculated using the bonus paid for the year prior to the year of termination; and
 
  (c)  continued participation in our welfare benefit plans for thirty-six months or if earlier, until he is eligible for comparable benefits.
 
In addition, all vested options to purchase Emdeon Common Stock granted to Mr. Vuolo (other than the options granted March 17, 2004) would remain exercisable as if he remained in Emdeon’s employ through the original expiration date specified in each applicable stock option agreement. Further, the options to purchase WebMD Class A Common Stock granted in connection with our initial public


28

Table of Contents

offering would continue to vest through the next vesting date following the date of termination; provided that if the event triggering Good Reason is a Change in Control (as described below) then these options would be treated as described below. Mr. Vuolo’s receipt of these severance benefits is subject to his continued compliance with applicable restrictive covenants.
 
  •  For purposes of the employment agreement, (a) “Cause” includes (i) a material breach of his employment agreement that remains unremedied after 30 days’ written notice, or (ii) conviction of a felony; and (b) “Good Reason” includes (i) a material reduction in his title or responsibilities, (ii) the requirement to report to anyone other than our CEO, (iii) a reduction in his base salary or material fringe benefits, (iv) a material breach by us of his employment agreement, (v) relocation of his place of work outside Manhattan, New York, unless it is within 25 miles of his current residence, or (vi) the date that is six months following a Change in Control (as described below) of WebMD or Emdeon (so long as we are a subsidiary of Emdeon at the time of a Change in Control of Emdeon and that Mr. Vuolo remains employed by our successor or Emdeon’s successor, or is terminated without Cause or resigns for Good Reason, during such six-month period).
 
  •  For purposes of the employment agreement, a “Change in Control” would occur when: (i) any person, entity, or group acquires at least 50% of the voting power of WebMD or Emdeon, (ii) there is a sale of all or substantially all of our or Emdeon’s assets in a transaction where then current stockholders do not receive a majority of the voting power or equity interest in the acquiring entity or its controlling affiliates or (iii) a complete liquidation or dissolution of us or Emdeon occurs.
 
  •  The employment agreement also provides that in the event of a Change in Control of WebMD prior to the second anniversary of the date of grant of the stock option granted in connection with our initial public offering, as long as Mr. Vuolo remains employed for at least 6 months after the Change in Control (or is terminated without Cause or resigns for Good Reason), then such option will continue to vest through the second anniversary of the date of grant of the stock option (i.e., 50% vested) whether or not Mr. Vuolo remains employed by us on the vesting date(s). In the event of a change in control of WebMD on or after the second anniversary, but prior to the fourth anniversary, of the date of grant of the stock option granted in connection with our initial public offering, as long as Mr. Vuolo remains employed for at least 6 months after the change in control (or is terminated without Cause or resigns for Good Reason), then such option will vest through the next vesting date, whether or not Mr. Vuolo remains employed by us on such vesting date.
 
  •  The employment agreement provides that in the event of a transaction whereby we are no longer a subsidiary of Emdeon and, as a result, Mr. Vuolo is no longer providing services to Emdeon, then all options to purchase Emdeon’s stock granted to Mr. Vuolo will be treated as if his employment was terminated without Cause.
 
  •  The employment agreement contains confidentiality obligations that survive indefinitely and non-solicitation and non-competition obligations that end on the second anniversary of the date employment has ceased.
 
  •  The employment agreement is governed by the laws of the State of New York.
 
  •  The employment agreement contains a tax gross-up provision relating to any excise tax that Mr. Vuolo incurs by reason of his receipt of any payment that constitutes an excess parachute payment as defined in Section 280G of the Internal Revenue Code. Any excess parachute and related gross-up payments made to Mr. Vuolo will not be deductible for federal income tax purposes.
 

EXCERPTS ON THIS PAGE:

10-K (2 sections)
Apr 30, 2009
DEF 14A
Nov 5, 2008
10-K (2 sections)
Apr 29, 2008
DEF 14A
Aug 14, 2007
10-K
Apr 30, 2007

RELATED TOPICS for WBMD:

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