WBMD » Topics » Equity Compensation Plan Information

These excerpts taken from the WBMD 10-K filed Apr 30, 2009.
Equity Compensation Plan Information
 
The following table contains certain information, as of December 31, 2008, about our equity compensation plans.
 
                         
                (c)
 
    (a)
    (b)
    Number of securities
 
    Number of securities to be
    Weighted-average
    remaining available for
 
    issued upon exercise of
    exercise price of
    future issuance under equity
 
    outstanding options,
    outstanding options,
    compensation plans
 
    warrants and
    warrants
    (excluding securities
 
Plan category(1)
  rights     and rights     reflected in column (a))  
 
Equity compensation plans approved by security holders
    10,216,186     $ 25.36       2,049,732  
Equity compensation plans not approved by security holders(2)
    68,050     $ 40.60        
                         
Total
    10,284,236     $ 25.46       2,049,732  
                         
 
 
(1) This table does not include equity plans of HLTH providing for options to purchase shares of HLTH Common Stock and shares of HLTH Restricted Stock. For information regarding those equity compensation plans, see Note 13 to the Consolidated Financial Statements included this Annual Report.
 
(2) The plan included in this category is the WebMD Health Corp. Long-Term Incentive Plan for Employees of Subimo, LLC, which did not require approval of our stockholders under applicable law and Nasdaq rules. We refer to that Plan as the Subimo Plan. A description of the Subimo Plan follows this table.
 
Description of Subimo Plan
 
The Subimo Plan authorized the granting of awards of non-qualified stock options to purchase shares of WebMD Class A Common Stock and shares of Restricted Class A Common Stock to employees of Subimo LLC in connection with our acquisition of that company. No further grants may be made under the Subimo Plan. The 305,075 options granted under the Subimo Plan have an exercise price equal to $40.60, the market value on the date of grant, which was the closing date of the acquisition. The options to purchase WebMD Class A Common Stock granted under the Subimo Plan generally had the following vesting schedule: 25% on each of the first four anniversaries of the date of grant. However, a small number of members of Subimo’s senior management received grants, under the Subimo Plan, of options to purchase WebMD Class A Common Stock and shares of WebMD Restricted Stock that have the following vesting schedule: 15% on the third anniversary of the date of grant; 25% on the fourth anniversary; and 60% on the fifth anniversary. The options issued under the Subimo Plan expire on the tenth anniversary of the date of grant. Upon termination of employment, unvested options generally are forfeited and vested options generally expire 90 days after termination (one year in the case of termination as a result of death or disability or immediately in the event of termination for “cause”). The Subimo Plan is administered by the Compensation Committee of our Board of Directors and all or a portion of such authority may be delegated to one or more officers of WebMD. The authority to make awards and to determine their terms and conditions in accordance with this Plan was delegated by the Compensation Committee to our Chief Executive Officer, subject to concurrence by our Chief Financial Officer.

46


Table of Contents

 
Item 13.   Certain Relationships and Related Transactions
 
Equity
Compensation Plan Information



 



The following table contains certain information, as of
December 31, 2008, about our equity compensation plans.


 






















































































































































































                         

 

 

 

 

 

 

 

 

(c)



 

 

 

(a)



 

 

(b)



 

 

Number of securities



 

 

 

Number of securities to be



 

 

Weighted-average



 

 

remaining available for



 

 

 

issued upon exercise of



 

 

exercise price of



 

 

future issuance under equity



 

 

 

outstanding options,



 

 

outstanding options,



 

 

compensation plans



 

 

 

warrants and



 

 

warrants



 

 

(excluding securities



 


Plan category(1)


 

rights

 

 

and rights

 

 

reflected in column (a))

 
 


Equity compensation plans approved by security holders


 

 

10,216,186

 

 

$

25.36

 

 

 

2,049,732

 


Equity compensation plans not approved by security holders(2)


 

 

68,050

 

 

$

40.60

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 


Total


 

 

10,284,236

 

 

$

25.46

 

 

 

2,049,732

 

 

 

 

 

 

 

 

 

 

 

 

 

 






 




 




























(1)

This table does not include equity
plans of HLTH providing for options to purchase shares of HLTH
Common Stock and shares of HLTH Restricted Stock. For
information regarding those equity compensation plans, see
Note 13 to the Consolidated Financial Statements included
this Annual Report.
 

(2)

The plan included in this category
is the WebMD Health Corp. Long-Term Incentive Plan for Employees
of Subimo, LLC, which did not require approval of our
stockholders under applicable law and Nasdaq rules. We refer to
that Plan as the Subimo Plan. A description of the Subimo Plan
follows this table.


 




Description
of Subimo Plan



 



The Subimo Plan authorized the granting of awards of
non-qualified stock options to purchase shares of WebMD
Class A Common Stock and shares of Restricted Class A
Common Stock to employees of Subimo LLC in connection with our
acquisition of that company. No further grants may be made under
the Subimo Plan. The 305,075 options granted under the Subimo
Plan have an exercise price equal to $40.60, the market value on
the date of grant, which was the closing date of the
acquisition. The options to purchase WebMD Class A Common
Stock granted under the Subimo Plan generally had the following
vesting schedule: 25% on each of the first four anniversaries of
the date of grant. However, a small number of members of
Subimo’s senior management received grants, under the
Subimo Plan, of options to purchase WebMD Class A Common
Stock and shares of WebMD Restricted Stock that have the
following vesting schedule: 15% on the third anniversary of the
date of grant; 25% on the fourth anniversary; and 60% on the
fifth anniversary. The options issued under the Subimo Plan
expire on the tenth anniversary of the date of grant. Upon
termination of employment, unvested options generally are
forfeited and vested options generally expire 90 days after
termination (one year in the case of termination as a result of
death or disability or immediately in the event of termination
for “cause”). The Subimo Plan is administered by the
Compensation Committee of our Board of Directors and all or a
portion of such authority may be delegated to one or more
officers of WebMD. The authority to make awards and to determine
their terms and conditions in accordance with this Plan was
delegated by the Compensation Committee to our Chief Executive
Officer, subject to concurrence by our Chief Financial Officer.



46





Table of Contents










 















Item 13.  

Certain
Relationships and Related Transactions



 




This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.
Equity Compensation Plan Information
 
The following table contains certain information, as of December 31, 2007, about WebMD’s equity compensation plans.
 
                         
    (a)
      (c)
    Number of
      Number of Securities
    Securities to
  (b)
  Remaining Available for
    Be Issued Upon
  Weighted-Average
  Future Issuance Under Equity
    Exercise of
  Exercise Price of
  Compensation Plans
    Outstanding Options,
  Outstanding Options,
  (Excluding Securities
Plan Category(1)
  Warrants and Rights   Warrants and Rights   Reflected in Column (a))
 
Equity compensation plans approved by security holders
    4,822,886     $ 27.03       2,701,478  
Equity compensation plans not approved by security holders(2)
    197,665       40.60        
                         
Total
    5,020,551       27.56       2,701,478  
                         
 
 
(1) This table does not include equity plans of HLTH providing for options to purchase shares of HLTH Common Stock and shares of HLTH restricted stock. For information regarding those equity compensation plans, see Note 13 to the Consolidated Financial Statements included as Annex B-1 to this proxy statement.
 
(2) The plan included in this category is the WebMD Health Corp. Long-Term Incentive Plan for Employees of Subimo, LLC, which did not require approval of WebMD’s stockholders under applicable law and Nasdaq rules. We refer to that Plan as the Subimo Plan. A description of the Subimo Plan follows this table.
 
Description of Subimo Plan
 
The Subimo Plan authorized the granting of awards of non-qualified stock options to purchase shares of WebMD Class A Common Stock and shares of restricted Class A Common Stock to employees of Subimo, LLC in connection with WebMD’s acquisition of that company. No further grants may be made under the Subimo Plan. The 305,075 options granted under the Subimo Plan have an exercise price equal to $40.60, the market value on the date of grant, which was the closing date of the acquisition. The options to purchase WebMD Class A Common Stock granted under the Subimo Plan generally had the following vesting schedule: 25% on each of the first four anniversaries of the date of grant. However, a small number of members of Subimo’s senior management received grants, under the Subimo Plan, of options to purchase WebMD Class A Common Stock and shares of WebMD restricted stock that have the following vesting schedule: 15% on the third anniversary of the date of grant; 25% on the fourth anniversary; and 60% on the fifth anniversary. The options issued under the Subimo Plan expire on the tenth anniversary of the date of grant. Upon termination of employment, unvested options generally are forfeited and vested options generally expire 90 days after termination (one year in the case of termination as a result of death or disability or immediately in the event of termination for “cause”). The Subimo Plan is administered by the Compensation Committee of WebMD’s board of directors and all or a portion of such authority may be delegated to one or more officers of WebMD. The authority to make awards and to determine their terms and conditions in accordance with this Plan was delegated by the Compensation Committee to WebMD’s Chief Executive Officer, subject to concurrence by WebMD’s Chief Financial Officer.


60


Table of Contents

 
These excerpts taken from the WBMD 10-K filed Apr 29, 2008.
Equity Compensation Plan Information
 
The following table contains certain information, as of December 31, 2007, about our equity compensation plans.
 
                         
                (c)
 
    (a)
    (b)
    Number of securities
 
    Number of securities to be
    Weighted-average
    remaining available for
 
    issued upon exercise of
    exercise price of
    future issuance under equity
 
    outstanding options,
    outstanding options,
    compensation plans
 
    warrants and
    warrants
    (excluding securities
 
Plan category(1)
  rights     and rights     reflected in column (a))  
 
Equity compensation plans approved by security holders
    4,822,886     $ 27.03       2,701,478  
Equity compensation plans not approved by security holders(2)
    197,665     $ 40.60        
                         
Total
    5,020,551     $ 27.56       2,701,478  
                         
 
 
(1) This table does not include equity plans of HLTH providing for options to purchase shares of HLTH Common Stock and shares of HLTH Restricted Stock. For information regarding those equity compensation plans, see Note 13 to the Consolidated Financial Statements included this Annual Report.
 
(2) The plan included in this category is the WebMD Health Corp. Long-Term Incentive Plan for Employees of Subimo, LLC, which did not require approval of our stockholders under applicable law and Nasdaq rules. We refer to that Plan as the Subimo Plan. A description of the Subimo Plan follows this table.
 
Description of Subimo Plan
 
The Subimo Plan authorized the granting of awards of non-qualified stock options to purchase shares of WebMD Class A Common Stock and shares of Restricted Class A Common Stock to employees of Subimo LLC in connection with our acquisition of that company. No further grants may be made under the Subimo Plan. The 305,075 options granted under the Subimo Plan have an exercise price equal to $40.60, the market value on the date of grant, which was the closing date of the acquisition. The options to purchase WebMD Class A Common Stock granted under the Subimo Plan generally had the following vesting schedule: 25% on each of the first four anniversaries of the date of grant. However, a small number of members of Subimo’s senior management received grants, under the Subimo Plan, of options to purchase WebMD Class A Common Stock and shares of WebMD Restricted Stock that have the following vesting schedule: 15% on the third anniversary of the date of grant; 25% on the fourth anniversary; and 60% on the fifth anniversary. The options issued under the Subimo Plan expire on the tenth anniversary of the date of grant. Upon termination of employment, unvested options generally are forfeited and vested options generally expire 90 days after termination (one year in the case of termination as a result of death or disability or immediately in the event of termination for “cause”). The Subimo Plan is administered by the Compensation Committee of our Board of Directors and all or a portion of such authority may be delegated to one or more officers of WebMD. The authority to make awards and to determine their terms and conditions in accordance with this Plan was delegated by the Compensation Committee to our Chief Executive Officer, subject to concurrence by our Chief Financial Officer.


38


Table of Contents

 
Item 13.   Certain Relationships and Related Transactions
 
Equity
Compensation Plan Information



 



The following table contains certain information, as of
December 31, 2007, about our equity compensation plans.


 






















































































































































































                         

 

 

 

 

 

 

 

 

(c)



 

 

 

(a)



 

 

(b)



 

 

Number of securities



 

 

 

Number of securities to be



 

 

Weighted-average



 

 

remaining available for



 

 

 

issued upon exercise of



 

 

exercise price of



 

 

future issuance under equity



 

 

 

outstanding options,



 

 

outstanding options,



 

 

compensation plans



 

 

 

warrants and



 

 

warrants



 

 

(excluding securities



 


Plan category(1)


 

rights

 

 

and rights

 

 

reflected in column (a))

 
 


Equity compensation plans approved by security holders


 

 

4,822,886

 

 

$

27.03

 

 

 

2,701,478

 


Equity compensation plans not approved by security holders(2)


 

 

197,665

 

 

$

40.60

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 


Total


 

 

5,020,551

 

 

$

27.56

 

 

 

2,701,478

 

 

 

 

 

 

 

 

 

 

 

 

 

 






 




 




























(1)

This table does not include equity
plans of HLTH providing for options to purchase shares of HLTH
Common Stock and shares of HLTH Restricted Stock. For
information regarding those equity compensation plans, see
Note 13 to the Consolidated Financial Statements included
this Annual Report.
 

(2)

The plan included in this category
is the WebMD Health Corp. Long-Term Incentive Plan for Employees
of Subimo, LLC, which did not require approval of our
stockholders under applicable law and Nasdaq rules. We refer to
that Plan as the Subimo Plan. A description of the Subimo Plan
follows this table.


 




Description
of Subimo Plan



 



The Subimo Plan authorized the granting of awards of
non-qualified stock options to purchase shares of WebMD
Class A Common Stock and shares of Restricted Class A
Common Stock to employees of Subimo LLC in connection with our
acquisition of that company. No further grants may be made under
the Subimo Plan. The 305,075 options granted under the Subimo
Plan have an exercise price equal to $40.60, the market value on
the date of grant, which was the closing date of the
acquisition. The options to purchase WebMD Class A Common
Stock granted under the Subimo Plan generally had the following
vesting schedule: 25% on each of the first four anniversaries of
the date of grant. However, a small number of members of
Subimo’s senior management received grants, under the
Subimo Plan, of options to purchase WebMD Class A Common
Stock and shares of WebMD Restricted Stock that have the
following vesting schedule: 15% on the third anniversary of the
date of grant; 25% on the fourth anniversary; and 60% on the
fifth anniversary. The options issued under the Subimo Plan
expire on the tenth anniversary of the date of grant. Upon
termination of employment, unvested options generally are
forfeited and vested options generally expire 90 days after
termination (one year in the case of termination as a result of
death or disability or immediately in the event of termination
for “cause”). The Subimo Plan is administered by the
Compensation Committee of our Board of Directors and all or a
portion of such authority may be delegated to one or more
officers of WebMD. The authority to make awards and to determine
their terms and conditions in accordance with this Plan was
delegated by the Compensation Committee to our Chief Executive
Officer, subject to concurrence by our Chief Financial Officer.





38





Table of Contents










 















Item 13.  

Certain
Relationships and Related Transactions



 




This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007.
Equity Compensation Plan Information
 
The following table contains certain information, as of December 31, 2006, about our equity compensation plans.
 
                         
                (c)
 
    (a)
    (b)
    Number of securities
 
    Number of securities to be
    Weighted-average
    remaining available for
 
    issued upon exercise of
    exercise price of
    future issuance under equity
 
    outstanding options,
    outstanding options,
    compensation plans
 
    warrants
    warrants and
    (excluding securities
 
Plan category(1)
  and rights     rights     reflected in column (a))  
 
Equity compensation plans approved by security holders
    5,096,708     $ 22.57       1,268,729  
Equity compensation plans not approved by security holders(2)
    305,075     $ 40.60       0  
                         
Total
    5,401,783     $ 23.59       1,268,729  
                         
 
 
(1) This table does not include equity plans of HLTH providing for options to purchase shares of HLTH Common Stock and shares of HLTH Restricted Stock. For information regarding those equity compensation plans, see Note 4 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
 
(2) The plan included in this category is WebMD Health Corp. Long-Term Incentive Plan for Employees of Subimo, LLC, which did not require approval of our stockholders under applicable law and NASDAQ rules. We refer to that Plan as the Subimo Plan. A description of the Subimo Plan follows this table.
 
Description of Subimo Plan
 
The Subimo Plan authorized the granting of awards of non-qualified stock options to purchase shares of WebMD Class A Common Stock and shares of Restricted Class A Common Stock to employees of Subimo LLC in connection with our acquisition of that company. No further grants may be made under the Subimo Plan. The 305,075 options granted under the Subimo Plan have an exercise price equal to $40.60, the market value on the date of grant, which was the closing date of the acquisition. The options to purchase WebMD Class A Common Stock granted under the Subimo Plan generally had the following vesting schedule: 25% on each of the first four anniversaries of the date of grant. However, a small number of members of Subimo’s senior management received grants, under the Subimo Plan, of options to purchase WebMD Class A Common Stock and shares of WebMD Restricted Stock that have the following vesting schedule: 15% on the third anniversary of the date of grant; 25% on the fourth anniversary; and 60% on the fifth anniversary. The options issued under the Subimo Plan expire on the tenth anniversary of the date of grant. Upon termination of employment, unvested options generally are forfeited and vested options generally expire 90 days after termination (one year in the case of termination as a result of death or disability or immediately in the event of termination for “cause”). The Subimo Plan is administered by the Compensation Committee of our Board of Directors and all or a portion of such authority may be delegated to one or more officers of WebMD. The authority to make awards and to determine their terms and conditions in accordance with this Plan was delegated by the Compensation Committee to our Chief Executive Officer, subject to concurrence by our Chief Financial Officer.


55


Table of Contents

 
This excerpt taken from the WBMD 10-K filed Apr 30, 2007.
Equity Compensation Plan Information
 
The following table contains certain information, as of December 31, 2006, about our equity compensation plans.
 
                         
                (c)
 
    (a)
    (b)
    Number of securities
 
    Number of securities to be
    Weighted-average
    remaining available for
 
    issued upon exercise of
    exercise price of
    future issuance under equity
 
    outstanding options,
    outstanding options,
    compensation plans
 
    warrants and
    warrants
    (excluding securities
 
Plan category(1)
  rights     and rights     reflected in column (a))  
 
Equity compensation plans approved by security holders
    5,096,708     $ 22.57       1,268,729  
Equity compensation plans not approved by security holders(2)
    305,075     $ 40.60       0  
                         
Total
    5,401,783     $ 23.59       1,268,729  
                         
 
 
(1) This table does not include equity plans of Emdeon providing for options to purchase shares of Emdeon Common Stock and shares of Emdeon Restricted Stock. For information regarding those equity compensation plans, see Note 4 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
 
(2) The plan included in this category is WebMD Health Corp. Long-Term Incentive Plan for Employees of Subimo, LLC, which did not require approval of our stockholders under applicable law and NASDAQ rules. We refer to that Plan as the Subimo Plan. A description of the Subimo Plan follows this table.
 
Description of Subimo Plan
 
The Subimo Plan authorized the granting of awards of non-qualified stock options to purchase shares of WebMD Class A Common Stock and shares of Restricted Class A Common Stock to employees of Subimo LLC in connection with our acquisition of that company. No further grants may be made under the Subimo Plan. The 305,075 options granted under the Subimo Plan have an exercise price equal to $40.60, the market value on the date of grant, which was the closing date of the acquisition. The options to purchase WebMD Class A Common Stock granted under the Subimo Plan generally had the following vesting schedule: 25% on each of the first four anniversaries of the date of grant. However, a small number of members of Subimo’s senior management received grants, under the Subimo Plan, of options to purchase WebMD Class A Common Stock and shares of WebMD Restricted Stock that have the following vesting schedule: 15% on the third anniversary of the date of grant; 25% on the fourth anniversary; and 60% on the fifth anniversary. The options issued under the Subimo Plan expire on the tenth anniversary of the date of grant. Upon termination of employment, unvested options generally are forfeited and vested options generally expire 90 days after termination (one year in the case of termination as a result of death or disability or immediately in the event of termination for “cause”). The Subimo Plan is administered by the Compensation Committee of our Board of Directors and all or a portion of such authority may be delegated to one or more officers of WebMD. The authority to make awards and to determine their terms and conditions in accordance with this Plan was delegated by the Compensation Committee to our Chief Executive Officer, subject to concurrence by our Chief Financial Officer.


35


Table of Contents

 
Item 13.   Certain Relationships and Related Transactions
 
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