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This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. GENERAL
PROVISIONS
17.1 No Rights to Awards. No Participant
or any eligible participant shall have any claim to be granted
any Award under the Plan, and neither the Corporation nor the
Committee is obligated to treat Participants or eligible
participants uniformly.
17.2 No Stockholder Rights. No Award
gives the Participant any of the rights of a shareholder of the
Corporation unless and until shares of Stock are in fact issued
to such person in connection with the exercise, payment or
settlement of such Award.
17.3 Withholding. The Corporation or any
Subsidiary, Parent or Affiliate shall have the authority and the
right to deduct or withhold, or require a Participant to remit
to the Corporation, an amount sufficient to satisfy federal,
state, local and other taxes (including the Participant’s
FICA obligation) required by law to be withheld with respect to
any taxable event arising as a result of the Plan. With respect
to withholding required upon any taxable event under the Plan,
the Committee may, at the time the Award is granted or
thereafter, require or permit that any such withholding
requirement be satisfied, in whole or in part, by
(i) withholding from the Award shares of Stock or
(ii) delivering shares of Stock that are already owned,
having a Fair Market Value on the date of withholding equal to
the minimum amount (and not any greater amount) required to be
withheld for tax purposes, all in accordance with such
procedures as the Committee establishes. The Corporation or any
Subsidiary, Parent or Affiliate, as appropriate, shall also have
the right to deduct from all cash payments made to a Participant
(whether or not such payment is made in connection with an
Award) any applicable taxes required to be withheld with respect
to such payments.
17.4 No Right to Continued
Service. Nothing in the Plan or any Award
Agreement shall interfere with or limit in any way the right of
the Corporation or any Parent or Affiliate to terminate any
Participant’s employment or status as an officer, director
or consultant at any time, nor confer upon any Participant any
right to continue as an employee, officer, director or
consultant of the Corporation or any Parent or Affiliate. In its
sole discretion, the Board or the Committee may authorize the
creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver shares of Stock with respect
to awards hereunder.
17.5 Unfunded Status of Awards. The Plan
is intended to be an “unfunded” plan for incentive and
deferred compensation. With respect to any payments not yet made
to a Participant pursuant to an Award, nothing contained in the
Plan or any Award Agreement shall give the Participant any
rights that are greater than those of a general creditor of the
Corporation or any Parent or Affiliate.
17.6 Indemnification. To the extent
allowable under applicable law, each member of the Committee
shall be indemnified and held harmless by the Corporation from
any loss, cost, liability or expense that may be imposed upon or
reasonably incurred by such member in connection with or
resulting from any claim, action, suit or proceeding to which
such member may be a party or in which he may be involved by
reason of any action or failure to act under the Plan and
against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit or proceeding
against him; provided such member shall give the Corporation an
opportunity, at its own expense, to handle and defend the same
before such member undertakes to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which
such persons may be entitled under the Corporation’s
WebMD 2005 Long-Term
Incentive Plan —
As Amended Through October 28, 2008
Annex A – Page 17
Table of Contents
Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Corporation may have to
indemnify them or hold such persons harmless.
17.7 Relationship to Other Benefits. No
payment under the Plan shall be taken into account in
determining any benefits under any pension, retirement, savings,
profit sharing, group insurance, welfare or benefit plan of the
Corporation or any Parent or Affiliate unless provided otherwise
in such other plan.
17.8 Expenses; Application of Funds. The
expenses of administering the Plan shall be borne by the
Corporation and its Parents or Subsidiaries. The proceeds
received by the Corporation from the sale of shares of Stock
pursuant to Awards will be used for general corporate purposes.
17.9 Titles and Headings. The titles and
headings of the Sections in the Plan are for convenience of
reference only, and in the event of any conflict, the text of
the Plan, rather than such titles or headings, shall control.
17.10 Gender and Number. Except where
otherwise indicated by the context, any masculine term used
herein also shall include the feminine; the plural shall include
the singular and the singular shall include the plural.
17.11 Fractional Shares. No fractional
shares of Stock shall be issued and the Committee shall
determine, in its discretion, whether cash shall be given in
lieu of fractional shares or whether such fractional shares
shall be eliminated by rounding up or down.
17.12 Government and Other
Regulations. The obligation of the Corporation to
make payment of awards in Stock or otherwise shall be subject to
all applicable laws, rules and regulations, and to such
approvals by government agencies as may be required. To the
extent that Awards under the Plan are awarded to individuals who
are domiciled or resident outside of the United States or to
persons who are domiciled or resident in the United States but
who are subject to the tax laws of a jurisdiction outside of the
United States, the Committee may adjust the terms of the Awards
granted hereunder to such person (i) to comply with the
laws of such jurisdiction and (ii) to avoid adverse tax
consequences relating to an Award. The authority granted under
the previous sentence shall include the discretion for the
Committee to adopt, on behalf of the Corporation, one or more
sub-plans applicable to separate classes of Participants who are
subject to the laws of jurisdictions outside of the United
States.
17.13 Securities Law Restrictions. An
Award may not be exercised or settled and no shares of Stock may
be issued in connection with an Award unless the issuance of
such shares of Stock has been registered under the 1933 Act
and qualified under applicable state “blue sky” laws
and any applicable foreign securities laws, or the Corporation
has determined that an exemption from registration and from
qualification under such state “blue sky” laws is
available. The Corporation shall be under no obligation to
register under the 1933 Act, or any state securities act,
any of the shares of Stock issued in connection with the Plan.
The shares issued in connection with the Plan may in certain
circumstances be exempt from registration under the
1933 Act, and the Corporation may restrict the transfer of
such shares in such manner as it deems advisable to ensure the
availability of any such exemption. The Committee may require
each Participant purchasing or acquiring shares of Stock
pursuant to an Award under the Plan to represent to and agree
with the Corporation in writing that such Participant is
acquiring the shares of Stock for investment purposes and not
with a view to the distribution thereof. All certificates for
shares of Stock delivered under the Plan shall be subject to
such stock-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission,
any exchange upon which the Stock is then listed, and any
applicable securities law, and the Committee may cause a legend
or legends to be put on any such certificates to make
appropriate reference to such restrictions.
17.14 Satisfaction of
Obligations. Subject to applicable law, the
Corporation may apply any cash, shares of Stock, securities or
other consideration received upon exercise or settlement of an
Award to any obligations a Participant owes to the Corporation
and its Parents, Subsidiaries or Affiliates in connection with
WebMD 2005 Long-Term
Incentive Plan —
As Amended Through October 28, 2008
Annex A – Page 18
Table of Contents
the Plan or otherwise, including, without limitation, any tax
obligations or obligations under a currency facility established
in connection with the Plan.
17.15 Section 409A of the Code. If
any provision of the Plan or an Award Agreement contravenes any
regulations or Treasury guidance promulgated under
Section 409A of the Code or could cause an Award to be
subject to the interest and penalties under Section 409A of
the Code, such provision of the Plan or any Award Agreement
shall be modified to maintain, to the maximum extent
practicable, the original intent of the applicable provision
without violating the provisions of Section 409A of the
Code. Moreover, any discretionary authority that the Board or
the Committee may have pursuant to the Plan shall not be
applicable to an Award that is subject to Section 409A of
the Code to the extent such discretionary authority will
contravene Section 409A of the Code or the Treasury
guidance promulgated thereunder.
17.16 Governing Law. To the extent not
governed by federal law, the Plan and all Award Agreements shall
be construed in accordance with and governed by the laws of the
State of Delaware.
17.17 Additional Provisions. Each Award
Agreement may contain such other terms and conditions as the
Board or the Committee may determine, provided that such
other terms and conditions are not inconsistent with the
provisions of this Plan. In the event of any conflict or
inconsistency between the Plan and an Award Agreement, the Plan
shall govern and the Award Agreement shall be interpreted to
minimize or eliminate such conflict or inconsistency.
WebMD 2005 Long-Term
Incentive Plan —
As Amended Through October 28, 2008
Annex A – Page 19
Table of Contents
This excerpt taken from the WBMD 10-Q filed Nov 9, 2007. GENERAL
PROVISIONS
17.1 No Rights to Awards. No Participant
or any eligible participant shall have any claim to be granted
any Award under the Plan, and neither the Corporation nor the
Committee is obligated to treat Participants or eligible
participants uniformly.
17.2 No Stockholder Rights. No Award
gives the Participant any of the rights of a shareholder of the
Corporation unless and until shares of Stock are in fact issued
to such person in connection with the exercise, payment or
settlement of such Award.
17.3 Withholding. The Corporation or any
Subsidiary, Parent or Affiliate shall have the authority and the
right to deduct or withhold, or require a Participant to remit
to the Corporation, an amount sufficient to satisfy federal,
state, local and other taxes (including the Participant’s
FICA obligation) required by law to be withheld with respect to
any taxable event arising as a result of the Plan. With respect
to withholding required upon any taxable event under the Plan,
the Committee may, at the time the Award is granted or
thereafter, require or permit that any such withholding
requirement be satisfied, in whole or in part, by
(i) withholding from the Award shares of Stock or
(ii) delivering shares of Stock that are already owned,
having a Fair Market Value on the date of withholding equal to
the minimum amount (and not any greater amount) required to be
withheld for tax purposes, all in accordance with such
procedures as the Committee establishes. The Corporation or any
Subsidiary, Parent or Affiliate, as appropriate, shall also have
the right to deduct from all cash payments made to a Participant
(whether or not such payment is made in connection with an
Award) any applicable taxes required to be withheld with respect
to such payments.
17.4 No Right to Continued
Service. Nothing in the Plan or any Award
Agreement shall interfere with or limit in any way the right of
the Corporation or any Parent or Affiliate to terminate any
Participant’s employment or status as an officer, director
or consultant at any time, nor confer upon any Participant any
right to continue as an employee, officer, director or
consultant of the Corporation or any Parent or Affiliate. In its
sole discretion, the Board or the Committee may authorize the
creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver shares of Stock with respect
to awards hereunder.
17.5 Unfunded Status of Awards. The Plan
is intended to be an “unfunded” plan for incentive and
deferred compensation. With respect to any payments not yet made
to a Participant pursuant to an Award, nothing contained in the
Plan or any Award Agreement shall give the Participant any
rights that are greater than those of a general creditor of the
Corporation or any Parent or Affiliate.
17.6 Indemnification. To the extent
allowable under applicable law, each member of the Committee
shall be indemnified and held harmless by the Corporation from
any loss, cost, liability or expense that may be imposed upon or
reasonably incurred by such member in connection with or
resulting from any claim, action, suit or proceeding to which
such member may be a party or in which he may be involved by
reason of any action or failure to act under the Plan and
against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit or proceeding
against him; provided such member shall give the Corporation an
opportunity, at its own expense, to handle and defend the same
before such member undertakes to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which
such persons may be entitled under the Corporation’s
Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Corporation may have to
indemnify them or hold such persons harmless.
17.7 Relationship to Other Benefits. No
payment under the Plan shall be taken into account in
determining any benefits under any pension, retirement, savings,
profit sharing, group insurance, welfare or benefit plan of the
Corporation or any Parent or Affiliate unless provided otherwise
in such other plan.
17.8 Expenses; Application of Funds. The
expenses of administering the Plan shall be borne by the
Corporation and its Parents or Subsidiaries. The proceeds
received by the Corporation from the sale of shares of Stock
pursuant to Awards will be used for general corporate purposes.
PAGE 17
17.9 Titles and Headings. The titles and
headings of the Sections in the Plan are for convenience of
reference only, and in the event of any conflict, the text of
the Plan, rather than such titles or headings, shall control.
17.10 Gender and Number. Except where
otherwise indicated by the context, any masculine term used
herein also shall include the feminine; the plural shall include
the singular and the singular shall include the plural.
17.11 Fractional Shares. No fractional
shares of Stock shall be issued and the Committee shall
determine, in its discretion, whether cash shall be given in
lieu of fractional shares or whether such fractional shares
shall be eliminated by rounding up or down.
17.12 Government and Other
Regulations. The obligation of the Corporation to
make payment of awards in Stock or otherwise shall be subject to
all applicable laws, rules and regulations, and to such
approvals by government agencies as may be required. To the
extent that Awards under the Plan are awarded to individuals who
are domiciled or resident outside of the United States or to
persons who are domiciled or resident in the United States but
who are subject to the tax laws of a jurisdiction outside of the
United States, the Committee may adjust the terms of the Awards
granted hereunder to such person (i) to comply with the
laws of such jurisdiction and (ii) to avoid adverse tax
consequences relating to an Award. The authority granted under
the previous sentence shall include the discretion for the
Committee to adopt, on behalf of the Corporation, one or more
sub-plans applicable to separate classes of Participants who are
subject to the laws of jurisdictions outside of the United
States.
17.13 Securities Law Restrictions. An
Award may not be exercised or settled and no shares of Stock may
be issued in connection with an Award unless the issuance of
such shares of Stock has been registered under the 1933 Act
and qualified under applicable state “blue sky” laws
and any applicable foreign securities laws, or the Corporation
has determined that an exemption from registration and from
qualification under such state “blue sky” laws is
available. The Corporation shall be under no obligation to
register under the 1933 Act, or any state securities act,
any of the shares of Stock issued in connection with the Plan.
The shares issued in connection with the Plan may in certain
circumstances be exempt from registration under the
1933 Act, and the Corporation may restrict the transfer of
such shares in such manner as it deems advisable to ensure the
availability of any such exemption. The Committee may require
each Participant purchasing or acquiring shares of Stock
pursuant to an Award under the Plan to represent to and agree
with the Corporation in writing that such Participant is
acquiring the shares of Stock for investment purposes and not
with a view to the distribution thereof. All certificates for
shares of Stock delivered under the Plan shall be subject to
such stock-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission,
any exchange upon which the Stock is then listed, and any
applicable securities law, and the Committee may cause a legend
or legends to be put on any such certificates to make
appropriate reference to such restrictions.
17.14 Satisfaction of
Obligations. Subject to applicable law, the
Corporation may apply any cash, shares of Stock, securities or
other consideration received upon exercise or settlement of an
Award to any obligations a Participant owes to the Corporation
and its Parents, Subsidiaries or Affiliates in connection with
the Plan or otherwise, including, without limitation, any tax
obligations or obligations under a currency facility established
in connection with the Plan.
17.15 Section 409A of the Code. If
any provision of the Plan or an Award Agreement contravenes any
regulations or Treasury guidance promulgated under
Section 409A of the Code or could cause an Award to be
subject to the interest and penalties under Section 409A of
the Code, such provision of the Plan or any Award Agreement
shall be modified to maintain, to the maximum extent
practicable, the original intent of the applicable provision
without violating the provisions of Section 409A of the
Code. Moreover, any discretionary authority that the Board or
the Committee may have pursuant to the Plan shall not be
applicable to an Award that is subject to Section 409A of
the Code to the extent such discretionary authority will
contravene Section 409A of the Code or the Treasury
guidance promulgated thereunder.
17.16 Governing Law. To the extent not
governed by federal law, the Plan and all Award Agreements shall
be construed in accordance with and governed by the laws of the
State of Delaware.
PAGE 18
17.17 Additional Provisions. Each Award
Agreement may contain such other terms and conditions as the
Board or the Committee may determine, provided that such
other terms and conditions are not inconsistent with the
provisions of this Plan. In the event of any conflict or
inconsistency between the Plan and an Award Agreement, the Plan
shall govern and the Award Agreement shall be interpreted to
minimize or eliminate such conflict or inconsistency.
PAGE 19
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