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WBMD » Topics » Mark D. Funston

These excerpts taken from the WBMD 10-K filed Apr 30, 2009.
Mark D. Funston
 
HLTH is party to an employment agreement with Mark Funston entered into in November 2006, at the time he was initially hired to be its Chief Financial Officer, and amended in December 2008. Since August 2007, Mr. Funston has also been serving as WebMD’s Chief Financial Officer. The following is a description of Mr. Funston’s employment agreement:
 
  •  The agreement provides for an employment period for five years from November 13, 2006.
 
  •  Under the agreement, Mr. Funston’s annual base salary is $375,000 and Mr. Funston is eligible to receive an annual bonus of up to 50% of his annual base salary, the actual amount to be determined by the Compensation Committee of the HLTH Board in its discretion. For 2008, Mr. Funston received a bonus of $130,000. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2008 — Bonuses Paid by HLTH to WebMD Named Executive Officers” above. For information regarding Mr. Funston’s equity compensation, see the “Executive Compensation Tables” above.
 
  •  In the event of the termination of Mr. Funston’s employment by HLTH without “Cause” (as described below), he would be entitled to: (i) continuation of his base salary, as severance, for one year for each year of completed service with a minimum of one year and a maximum of three years (provided that if the termination occurs following a Change in Control (as defined in the HLTH 2000 Plan), the minimum severance pay period will be two years); (ii) payment of COBRA premiums as if he were an active employee with similar coverage for up to 18 months (or earlier, if he becomes eligible for comparable coverage); (iii) the restricted stock granted in November 2006, at the inception of his employment by HLTH, will vest and the restrictions thereon will lapse on the date of termination for that portion of the award that would have vested on the next two vesting dates (to the extent not previously vested); and (iv) the option granted by HLTH at the time of his employment will continue to vest and remain outstanding through the next two vesting dates (to the extent not previously vested). If his employment is terminated as a result of his becoming disabled or his death, he (or his estate) will be entitled to the payments and benefits as if his employment had been terminated by HLTH without cause. The purposes of the December 2008 amendment were to (i) bring the terms of the employment agreement into compliance with Section 409A by, among other things, clarifying the timing of certain payments and (ii) clarify that if Mr. Funston is solely serving as the Chief Financial Officer of WebMD and not of HLTH, the severance obligations will not be triggered. If, however, a transaction occurs that would result in the forfeiture of the HLTH equity granted to Mr. Funston in November 2006, the vesting of such equity will be treated, under the employment agreement, as if his employment was terminated without cause.
 
  •  If Mr. Funston’s employment is terminated by HLTH for “Cause” or by him, he (a) would not be entitled to any further compensation or benefits and (b) would not be entitled to any additional rights or vesting with respect to the restricted stock or the stock options following the date of termination.
 
  •  For purposes of Mr. Funston’s employment agreement, “Cause” generally includes: (i) his bad faith in connection with the performance of his duties or his willful failure to follow the lawful instructions of the Chief Executive Officer, the Board or the Audit Committee of HLTH, following written notice and a 20 day period of time to remedy such failure; (ii) his engaging in any willful misconduct that is, or is reasonably likely to be, injurious to HLTH (or any of its affiliates) or which could reasonably be expected to reflect negatively upon HLTH or otherwise impair or impede its operations; (iii) his material breach of a policy of HLTH, which breach is not remedied (if susceptible to remedy) following written notice and a 20 day period of time to remedy such breach; (iv) his material breach of the employment agreement, which breach is not remedied (if susceptible to remedy) following written notice and a 20 day period of time to remedy such breach; or (v) his commission of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude.


39

Table of Contents

 
  •  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 for any reason. The severance payments and other post-employment benefits due to Mr. Funston under the employment agreement are subject to Mr. Funston’s continued compliance with these covenants.
 
  •  The employment agreement is governed by the laws of the State of New Jersey.
 
Mark
D. Funston


 



HLTH is party to an employment agreement with Mark Funston
entered into in November 2006, at the time he was initially
hired to be its Chief Financial Officer, and amended in
December 2008. Since August 2007, Mr. Funston has also
been serving as WebMD’s Chief Financial Officer. The
following is a description of Mr. Funston’s employment
agreement:


 
























































  • 
The agreement provides for an employment period for five years
from November 13, 2006.
 
  • 
Under the agreement, Mr. Funston’s annual base salary
is $375,000 and Mr. Funston is eligible to receive an
annual bonus of up to 50% of his annual base salary, the actual
amount to be determined by the Compensation Committee of the
HLTH Board in its discretion. For 2008, Mr. Funston
received a bonus of $130,000. See “Compensation Discussion
and Analysis — Use of Specific Types of Compensation
in 2008 — Bonuses Paid by HLTH to WebMD Named
Executive Officers” above. For information regarding
Mr. Funston’s equity compensation, see the
“Executive Compensation Tables” above.
 
  • 
In the event of the termination of Mr. Funston’s
employment by HLTH without “Cause” (as described
below), he would be entitled to: (i) continuation of his
base salary, as severance, for one year for each year of
completed service with a minimum of one year and a maximum of
three years (provided that if the termination occurs following a
Change in Control (as defined in the HLTH 2000 Plan), the
minimum severance pay period will be two years);
(ii) payment of COBRA premiums as if he were an active
employee with similar coverage for up to 18 months (or
earlier, if he becomes eligible for comparable coverage);
(iii) the restricted stock granted in November 2006, at the
inception of his employment by HLTH, will vest and the
restrictions thereon will lapse on the date of termination for
that portion of the award that would have vested on the next two
vesting dates (to the extent not previously vested); and
(iv) the option granted by HLTH at the time of his
employment will continue to vest and remain outstanding through
the next two vesting dates (to the extent not previously
vested). If his employment is terminated as a result of his
becoming disabled or his death, he (or his estate) will be
entitled to the payments and benefits as if his employment had
been terminated by HLTH without cause. The purposes of the
December 2008 amendment were to (i) bring the terms of the
employment agreement into compliance with Section 409A by,
among other things, clarifying the timing of certain payments
and (ii) clarify that if Mr. Funston is solely serving
as the Chief Financial Officer of WebMD and not of HLTH, the
severance obligations will not be triggered. If, however, a
transaction occurs that would result in the forfeiture of the
HLTH equity granted to Mr. Funston in November 2006, the
vesting of such equity will be treated, under the employment
agreement, as if his employment was terminated without cause.
 
  • 
If Mr. Funston’s employment is terminated by HLTH for
“Cause” or by him, he (a) would not be entitled
to any further compensation or benefits and (b) would not
be entitled to any additional rights or vesting with respect to
the restricted stock or the stock options following the date of
termination.
 
  • 
For purposes of Mr. Funston’s employment agreement,
“Cause” generally includes: (i) his bad faith in
connection with the performance of his duties or his willful
failure to follow the lawful instructions of the Chief Executive
Officer, the Board or the Audit Committee of HLTH, following
written notice and a 20 day period of time to remedy such
failure; (ii) his engaging in any willful misconduct that
is, or is reasonably likely to be, injurious to HLTH (or any of
its affiliates) or which could reasonably be expected to reflect
negatively upon HLTH or otherwise impair or impede its
operations; (iii) his material breach of a policy of HLTH,
which breach is not remedied (if susceptible to remedy)
following written notice and a 20 day period of time to
remedy such breach; (iv) his material breach of the
employment agreement, which breach is not remedied (if
susceptible to remedy) following written notice and a
20 day period of time to remedy such breach; or
(v) his commission of a felony in respect of a dishonest or
fraudulent act or other crime of moral turpitude.





39




Table of Contents





 


























  • 
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 for any reason. The severance
payments and other post-employment benefits due to
Mr. Funston under the employment agreement are subject to
Mr. Funston’s continued compliance with these
covenants.
 
  • 
The employment agreement is governed by the laws of the State of
New Jersey.


 




This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.
Mark D. Funston
 
HLTH is party to an employment agreement with Mark Funston entered into on November 9, 2006, at the time he was initially hired to be its Chief Financial Officer. Since August 2007, Mr. Funston has also been serving as WebMD’s Chief Financial Officer. The following is a description of Mr. Funston’s employment agreement:
 
  •  The agreement provides for an employment period for five years from November 13, 2006.
 
  •  Under the agreement, Mr. Funston’s annual base salary is $375,000 and Mr. Funston is eligible to receive an annual bonus of up to 50% of his annual base salary. The amount of any bonus is in the discretion of the Compensation Committee of the board of HLTH. For 2007, Mr. Funston received a bonus of $100,000, determined by the Compensation Committee of HLTH’s board in its discretion. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2007 — Annual Cash Bonuses” above. For information regarding Mr. Funston’s equity compensation, see the “Executive Compensation Tables” above.
 
  •  In the event of the termination of Mr. Funston’s employment by HLTH without “cause” (as described below), he would be entitled to: (i) continuation of his base salary, as severance, for one year for each year of completed service with a minimum of one year and a maximum of three years (provided that if the termination occurs following a Change in Control (as defined in the 2000 Plan), the minimum severance pay period will be two years); (ii) payment of COBRA premiums as if he were an active employee with similar coverage during the period he is receiving severance (up to 18 months); (iii) the restricted stock described above will vest and the restrictions thereon will lapse on the date of termination for that portion of the award that would have vested on the next vesting date following the termination of employment or, if such termination occurs after the second anniversary of the grant date, the next two vesting dates (to the extent not previously vested); and (iv) the option granted by HLTH at the time of his employment will continue to vest and remain outstanding through the next vesting date following the termination of employment (or, if such termination occurs following the second anniversary of the grant date, the next two vesting dates (to the extent not previously vested)). If his employment is terminated as a result of his becoming disabled or his death, he (or his estate) will be


41

Table of Contents

  entitled to the payments and benefits as if his employment had been terminated by HLTH without cause.
 
  •  If Mr. Funston’s employment is terminated by HLTH for “cause” or by him, he (a) would not be entitled to any further compensation or benefits and (b) would not be entitled to any additional rights or vesting with respect to the restricted stock or the stock options following the date of termination.
 
  •  For purposes of Mr. Funston’s employment agreement, “cause” generally includes: (i) his bad faith in connection with the performance of his duties or his willful failure to follow the lawful instructions of the Chief Executive Officer, the board or the Audit Committee of HLTH, following written notice and a 20 day period of time to remedy such failure; (ii) his engaging in any willful misconduct that is, or is reasonably likely to be, injurious to HLTH (or any of its affiliates) or which could reasonably be expected to reflect negatively upon HLTH or otherwise impair or impede its operations; (iii) his material breach of a policy of HLTH, which breach is not remedied (if susceptible to remedy) following written notice and a 20 day period of time to remedy such breach; (iv) his material breach of the employment agreement, which breach is not remedied (if susceptible to remedy) following written notice and a 20 day period of time to remedy such breach; or (v) his commission of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude.
 
  •  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 for any reason. The severance payments and other post-employment benefits due to Mr. Funston under the employment agreement are subject to Mr. Funston’s continued compliance with these covenants.
 
  •  The employment agreement is governed by the laws of the State of New Jersey.
 
These excerpts taken from the WBMD 10-K filed Apr 29, 2008.
Mark D. Funston
 
HLTH is party to an employment agreement with Mark Funston entered into on November 9, 2006, at the time he was initially hired to be its Chief Financial Officer. Since August 2007, Mr. Funston has also been serving as WebMD’s Chief Financial Officer. The following is a description of Mr. Funston’s employment agreement:
 
• The agreement provides for an employment period for five years from November 13, 2006.
 
• Under the agreement, Mr. Funston’s annual base salary is $375,000 and Mr. Funston is eligible to receive an annual bonus of up to 50% of his annual base salary. The amount of any bonus is in the discretion of the Compensation Committee of the Board of HLTH. For 2007, Mr. Funston received a bonus of $100,000, determined by the Compensation Committee of HLTH’s Board in its discretion. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2007 — Annual Cash Bonuses” above. For information regarding Mr. Funston’s equity compensation, see the “Executive Compensation Tables” above.
 
• In the event of the termination of Mr. Funston’s employment by HLTH without “cause” (as described below), he would be entitled to: (i) continuation of his base salary, as severance, for one year for each year of completed service with a minimum of one year and a maximum of three years (provided that if the termination occurs following a Change in Control (as defined in the 2000 Plan), the minimum severance pay period will be two years); (ii) payment of COBRA premiums as if he were an active employee with similar coverage during the period he is receiving severance (up to 18 months); (iii) the restricted stock described above will vest and the restrictions thereon will lapse on the date of termination for that portion of the award that would have vested on the next vesting date following the termination of employment or, if such termination occurs after the second anniversary of the grant date, the next two vesting dates (to the extent not previously vested); and (iv) the option granted by HLTH at the time of his employment will continue to vest and remain outstanding through the next vesting date following the termination of employment (or, if such termination occurs following the second anniversary of the grant date, the next two vesting dates (to the extent not previously vested)). If his employment is terminated as a result of his becoming disabled or his death, he (or his estate) will be entitled to the payments and benefits as if his employment had been terminated by HLTH without cause.
 
• If Mr. Funston’s employment is terminated by HLTH for “cause” or by him, he (a) would not be entitled to any further compensation or benefits and (b) would not be entitled to any additional rights or vesting with respect to the restricted stock or the stock options following the date of termination.


32

Table of Contents

 
• For purposes of Mr. Funston’s employment agreement, “cause” generally includes: (i) his bad faith in connection with the performance of his duties or his willful failure to follow the lawful instructions of the Chief Executive Officer, the Board or the Audit Committee of HLTH, following written notice and a 20 day period of time to remedy such failure; (ii) his engaging in any willful misconduct that is, or is reasonably likely to be, injurious to HLTH (or any of its affiliates) or which could reasonably be expected to reflect negatively upon HLTH or otherwise impair or impede its operations; (iii) his material breach of a policy of HLTH, which breach is not remedied (if susceptible to remedy) following written notice and a 20 day period of time to remedy such breach; (iv) his material breach of the employment agreement, which breach is not remedied (if susceptible to remedy) following written notice and a 20 day period of time to remedy such breach; or (v) his commission of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude.
 
• 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 for any reason. The severance payments and other post-employment benefits due to Mr. Funston under the employment agreement are subject to Mr. Funston’s continued compliance with these covenants.
 
• The employment agreement is governed by the laws of the State of New Jersey.
 
Mark
D. Funston


 



HLTH is party to an employment agreement with Mark Funston
entered into on November 9, 2006, at the time he was
initially hired to be its Chief Financial Officer. Since August
2007, Mr. Funston has also been serving as WebMD’s
Chief Financial Officer. The following is a description of
Mr. Funston’s employment agreement:


 












































•
The agreement provides for an employment period for five years
from November 13, 2006.
 

•
Under the agreement, Mr. Funston’s annual base salary
is $375,000 and Mr. Funston is eligible to receive an
annual bonus of up to 50% of his annual base salary. The amount
of any bonus is in the discretion of the Compensation Committee
of the Board of HLTH. For 2007, Mr. Funston received a
bonus of $100,000, determined by the Compensation Committee of
HLTH’s Board in its discretion. See “Compensation
Discussion and Analysis — Use of Specific Types of
Compensation in 2007 — Annual Cash Bonuses”
above. For information regarding Mr. Funston’s equity
compensation, see the “Executive Compensation Tables”
above.
 

•
In the event of the termination of Mr. Funston’s
employment by HLTH without “cause” (as described
below), he would be entitled to: (i) continuation of his
base salary, as severance, for one year for each year of
completed service with a minimum of one year and a maximum of
three years (provided that if the termination occurs following a
Change in Control (as defined in the 2000 Plan), the minimum
severance pay period will be two years); (ii) payment of
COBRA premiums as if he were an active employee with similar
coverage during the period he is receiving severance (up to
18 months); (iii) the restricted stock described above
will vest and the restrictions thereon will lapse on the date of
termination for that portion of the award that would have vested
on the next vesting date following the termination of employment
or, if such termination occurs after the second anniversary of
the grant date, the next two vesting dates (to the extent not
previously vested); and (iv) the option granted by HLTH at
the time of his employment will continue to vest and remain
outstanding through the next vesting date following the
termination of employment (or, if such termination occurs
following the second anniversary of the grant date, the next two
vesting dates (to the extent not previously vested)). If his
employment is terminated as a result of his becoming disabled or
his death, he (or his estate) will be entitled to the payments
and benefits as if his employment had been terminated by HLTH
without cause.
 

•
If Mr. Funston’s employment is terminated by HLTH for
“cause” or by him, he (a) would not be entitled
to any further compensation or benefits and (b) would not
be entitled to any additional rights or vesting with respect to
the restricted stock or the stock options following the date of
termination.





32




Table of Contents





 



































•
For purposes of Mr. Funston’s employment agreement,
“cause” generally includes: (i) his bad faith in
connection with the performance of his duties or his willful
failure to follow the lawful instructions of the Chief Executive
Officer, the Board or the Audit Committee of HLTH, following
written notice and a 20 day period of time to remedy such
failure; (ii) his engaging in any willful misconduct that
is, or is reasonably likely to be, injurious to HLTH (or any of
its affiliates) or which could reasonably be expected to reflect
negatively upon HLTH or otherwise impair or impede its
operations; (iii) his material breach of a policy of HLTH,
which breach is not remedied (if susceptible to remedy)
following written notice and a 20 day period of time to
remedy such breach; (iv) his material breach of the
employment agreement, which breach is not remedied (if
susceptible to remedy) following written notice and a
20 day period of time to remedy such breach; or
(v) his commission of a felony in respect of a dishonest or
fraudulent act or other crime of moral turpitude.
 

•
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 for any reason. The severance
payments and other post-employment benefits due to
Mr. Funston under the employment agreement are subject to
Mr. Funston’s continued compliance with these
covenants.
 

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


 




EXCERPTS ON THIS PAGE:

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

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