WebMD Health (WBMD)

agreements. However, many of the decisions relating to compensation for a specific year made by the Compensation Committee (or, in the case of Messrs. Funston and Wygod, by the HLTH Compensation Committee) are implemented without changes to the general terms of employment set forth in those agreements. For a discussion of the salary, bonus and equity compensation of our Named Executive Officers for 2008 and the decisions made by the Compensation Committee relating to 2008 compensation, see “Compensation Discussion and Analysis” above. In addition, the Named Executive Officers received the other benefits listed in Column (g) of the Summary Compensation Table and described in the related footnotes to the table.

 

Supplemental Bonus Plan (SBP).  As more fully described in “— Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2008 — Supplemental Bonus Program (SBP)” above, the Compensation Committee of the WebMD Board approved the contribution, in March 2008, to the Supplemental Bonus Trust of SBP Awards for Messrs. Gattinella and Vuolo and certain other WebMD officers and employees, including: a $135,000 contribution for Mr. Gattinella and a $125,000 contribution for Mr. Vuolo. In March 2009, the Supplemental Bonus Trust distributed the March 2008 SBP Awards, together with actual net interest earned on the respective amounts, to SBP participants and, at that time: Mr. Gattinella received $136,869; and Mr. Vuolo received $126,730. In order to receive the applicable payment from the Supplemental Bonus Trust, each SBP participant was required to be employed by WebMD on March 1, 2009 (subject to limited exceptions for death, disability, or certain terminations of employment in connection with a sale of a subsidiary, the closing of a business location or certain other position eliminations). Accordingly, the amounts paid by the Supplemental Bonus Trust to Messrs. Gattinella and Vuolo in March 2009 are not reflected in the 2008 Summary Compensation Table above, but would be reflected in next year’s Summary Compensation Table if the individual is a Named Executive Officer for 2009. In February 2009, the Compensation Committee of the WebMD Board approved the contribution, in March 2009, to the Supplemental Bonus Trust of SBP Awards, including: a $135,000 contribution for Mr. Gattinella; a $125,000 contribution for Mr. Vuolo; and a $55,000 contribution for Dr. Pence. The Supplemental Bonus Trust will distribute the March 2009 SBP Awards, together with actual net interest earned on the respective amounts, to SBP participants as promptly as practicable following March 1, 2010 (but in no event later than 21/2 months following such date); provided, however, that in order to receive such payment, each SBP participant must continue to be employed by WebMD on March 1, 2010 (subject to the limited exceptions described above). No contributions were made, in either 2008 or 2009, to the Supplemental Bonus Trust by WebMD with respect to either Mr. Funston or Mr. Wygod.

 

 

General.  The Summary Compensation Table above
quantifies the amount or value of the different forms of
compensation earned by or awarded to our Named Executive
Officers and provides a dollar amount for total compensation for
each year covered. All amounts reported in the Summary
Compensation Table for Messrs. Wygod and Funston reflect
compensation from HLTH, except for amounts reflecting grants of
WebMD Restricted Stock and options to purchase WebMD
Class A Common Stock. The amounts reported in the Summary
Compensation Table for our other Named Executive Officers
reflect compensation from WebMD, except (a) amounts
reflecting grants by HLTH of HLTH Restricted Stock and options
to purchase HLTH Common Stock and (b) bonuses paid by HLTH
to Mr. Vuolo for services provided to HLTH.

 

Employment Agreements.  Descriptions of the
material terms of each Named Executive Officer’s employment
agreement and related information is provided under
“Employment Agreements with Named Executive Officers”
below. The agreements provide the general framework and some of
the specific terms for the compensation of the Named Executive
Officers. Approval of the Compensation Committee is required
prior to WebMD entering into employment agreements with its
executive officers or amendments to those

agreements. However, many of the decisions relating to
compensation for a specific year made by the Compensation
Committee (or, in the case of Messrs. Funston and Wygod, by
the HLTH Compensation Committee) are implemented without changes
to the general terms of employment set forth in those
agreements. For a discussion of the salary, bonus and equity
compensation of our Named Executive Officers for 2008 and the
decisions made by the Compensation Committee relating to 2008
compensation, see “Compensation Discussion and
Analysis” above. In addition, the Named Executive Officers
received the other benefits listed in Column (g) of the
Summary Compensation Table and described in the related
footnotes to the table.

 

Supplemental Bonus Plan (SBP).  As more fully
described in “— Compensation Discussion and
Analysis — Use of Specific Types of Compensation in
2008 — Supplemental Bonus Program (SBP)” above,
the Compensation Committee of the WebMD Board approved the
contribution, in March 2008, to the Supplemental Bonus Trust of
SBP Awards for Messrs. Gattinella and Vuolo and certain
other WebMD officers and employees, including: a $135,000
contribution for Mr. Gattinella and a $125,000 contribution
for Mr. Vuolo. In March 2009, the Supplemental Bonus Trust
distributed the March 2008 SBP Awards, together with actual net
interest earned on the respective amounts, to SBP participants
and, at that time: Mr. Gattinella received $136,869; and
Mr. Vuolo received $126,730. In order to receive the
applicable payment from the Supplemental Bonus Trust, each SBP
participant was required to be employed by WebMD on
March 1, 2009 (subject to limited exceptions for death,
disability, or certain terminations of employment in connection
with a sale of a subsidiary, the closing of a business location
or certain other position eliminations). Accordingly, the
amounts paid by the Supplemental Bonus Trust to
Messrs. Gattinella and Vuolo in March 2009 are not
reflected in the 2008 Summary Compensation Table above, but
would be reflected in next year’s Summary Compensation
Table if the individual is a Named Executive Officer for 2009.
In February 2009, the Compensation Committee of the WebMD Board
approved the contribution, in March 2009, to the Supplemental
Bonus Trust of SBP Awards, including: a $135,000 contribution
for Mr. Gattinella; a $125,000 contribution for
Mr. Vuolo; and a $55,000 contribution for Dr. Pence.
The Supplemental Bonus Trust will distribute the March 2009 SBP
Awards, together with actual net interest earned on the
respective amounts, to SBP participants as promptly as
practicable following March 1, 2010 (but in no event later
than
21/2
months following such date); provided, however, that in order to
receive such payment, each SBP participant must continue to be
employed by WebMD on March 1, 2010 (subject to the limited
exceptions described above). No contributions were made, in
either 2008 or 2009, to the Supplemental Bonus Trust by WebMD
with respect to either Mr. Funston or Mr. Wygod.