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WBMD » Topics » Nan-Kirsten Forte

This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.
Nan-Kirsten Forte
 
WebMD is party to an employment agreement with Nan-Kirsten Forte, who serves as WebMD’s Executive Vice President — Consumer Services. The following is a description of Ms. Forte’s employment agreement with WebMD. In this description of Ms. Forte’s employment agreement, the terms “Cause” and “Good Reason” are used with the same meanings as in the description of Mr. Gattinella’s employment agreement above.
 
  •  The employment agreement provides that Ms. Forte receives an annual base salary of $352,500 and is entitled to receive an annual bonus with a target of 35% of base salary to be determined by WebMD’s Compensation Committee. For 2007, Ms. Forte received a bonus of $40,000, determined by the Compensation Committee of WebMD’s board in its discretion. In addition, the Compensation Committee approved an SBP Award of $40,000 with respect to Ms. Forte. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2007 — Annual Cash Bonuses” and “Supplemental Bonus Program (SBP)” above. For information regarding Ms. Forte’s equity compensation, see the “Executive Compensation Tables” above.
 
  •  In the event of the termination of Ms. Forte’s employment by WebMD without Cause or by Ms. Forte for Good Reason prior to the fourth anniversary of the effective date of the agreement, she would be entitled to continue to receive her base salary for one year following her termination, to receive any unpaid bonus for the year preceding the year in which the termination occurs, and to receive health coverage until the earlier of one year following her termination and the date upon which she receives comparable coverage under another plan. Amounts with respect to Ms. Forte’s SBP Award are payable only in accordance with the terms of the Supplemental Bonus Program 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, the stock options granted in connection with WebMD’s initial public offering would continue to vest through the next vesting date following the date of termination. Ms. Forte’s receipt of these severance benefits is subject to her execution of a release of claims against WebMD and continued compliance with applicable restrictive covenants.


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  •  The employment agreement and the Trade Secret and Proprietary Information Agreement described below are each governed by the laws of the State of New York.
 
Ms. Forte is also a party to a related Trade Secret and Proprietary Information Agreement that contains confidentiality obligations that survive indefinitely. The agreement also includes non-solicitation provisions that prohibit her from hiring WebMD’s employees or soliciting any of WebMD’s clients or customers with whom she had a relationship during the time she was employed by WebMD, and non-competition provisions that prohibit her from being involved in a business that competes with WebMD’s business or that competes with any other business engaged in by any affiliates of WebMD if she is directly involved in such business. The non-solicitation and non-competition obligations end on the first anniversary of the date her employment ceases.
 
These excerpts taken from the WBMD 10-K filed Apr 29, 2008.
Nan-Kirsten Forte
 
We are party to an employment agreement with Nan-Kirsten Forte, who serves as our Executive Vice President — Consumer Services. The following is a description of Ms. Forte’s employment agreement with us. In this description of Ms. Forte’s employment agreement, the terms “Cause” and “Good Reason” are used with the same meanings as in the description of Mr. Gattinella’s employment agreement above.
 
• The employment agreement provides that Ms. Forte receives an annual base salary of $352,500 and is entitled to receive an annual bonus with a target of 35% of base salary to be determined by our Compensation Committee. For 2007, Ms. Forte received a bonus of $40,000, determined by the Compensation Committee of our Board in its discretion. In addition, the Compensation Committee approved an SBP Award of $40,000 with respect to Ms. Forte. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2007 — Annual Cash Bonuses” and “— Supplemental Bonus Program (SBP)” above. For information regarding Ms. Forte’s equity compensation, see the “Executive Compensation Tables” above.
 
• In the event of the termination of Ms. Forte’s employment by us without Cause or by Ms. Forte for Good Reason prior to the fourth anniversary of the effective date of the agreement, she would be entitled to continue to receive her base salary for one year following her termination, to receive any unpaid bonus for the year preceding the year in which the termination occurs, and to receive health coverage until the earlier of one year following her termination and the date upon which she receives comparable coverage under another plan. Amounts with respect to Ms. Forte’s SBP Award are payable only in accordance with the terms of the Supplemental Bonus Program 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, the stock options granted in connection with our initial public offering would continue to vest through the next vesting date following the date of termination. Ms. Forte’s receipt of these severance benefits is subject to her execution of a release of claims against us and continued compliance with applicable restrictive covenants.
 
• The employment agreement and the Trade Secret and Proprietary Information Agreement described below are each governed by the laws of the State of New York.
 
Ms. Forte is also a party to a related Trade Secret and Proprietary Information Agreement that contains confidentiality obligations that survive indefinitely. The agreement also includes non-solicitation provisions that prohibit her from hiring WebMD’s employees or soliciting any of WebMD’s clients or customers with


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whom she had a relationship during the time she was employed by WebMD, and non-competition provisions that prohibit her from being involved in a business that competes with WebMD’s business or that competes with any other business engaged in by any affiliates of WebMD if she is directly involved in such business. The non-solicitation and non-competition obligations end on the first anniversary of the date her employment ceases.
 
Nan-Kirsten
Forte


 



We are party to an employment agreement with Nan-Kirsten Forte,
who serves as our Executive Vice President — Consumer
Services. The following is a description of
Ms. Forte’s employment agreement with us. In this
description of Ms. Forte’s employment agreement, the
terms “Cause” and “Good Reason” are used
with the same meanings as in the description of
Mr. Gattinella’s employment agreement above.


 



































•
The employment agreement provides that Ms. Forte receives
an annual base salary of $352,500 and is entitled to receive an
annual bonus with a target of 35% of base salary to be
determined by our Compensation Committee. For 2007,
Ms. Forte received a bonus of $40,000, determined by the
Compensation Committee of our Board in its discretion. In
addition, the Compensation Committee approved an SBP Award of
$40,000 with respect to Ms. Forte. See “Compensation
Discussion and Analysis — Use of Specific Types of
Compensation in 2007 — Annual Cash Bonuses” and
“— Supplemental Bonus Program (SBP)” above.
For information regarding Ms. Forte’s equity
compensation, see the “Executive Compensation Tables”
above.
 

•
In the event of the termination of Ms. Forte’s
employment by us without Cause or by Ms. Forte for Good
Reason prior to the fourth anniversary of the effective date of
the agreement, she would be entitled to continue to receive her
base salary for one year following her termination, to receive
any unpaid bonus for the year preceding the year in which the
termination occurs, and to receive health coverage until the
earlier of one year following her termination and the date upon
which she receives comparable coverage under another plan.
Amounts with respect to Ms. Forte’s SBP Award are
payable only in accordance with the terms of the Supplemental
Bonus Program 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, the stock options granted in connection with our
initial public offering would continue to vest through the next
vesting date following the date of termination.
Ms. Forte’s receipt of these severance benefits is
subject to her execution of a release of claims against us and
continued compliance with applicable restrictive covenants.
 

•
The employment agreement and the Trade Secret and Proprietary
Information Agreement described below are each governed by the
laws of the State of New York.


 



Ms. Forte is also a party to a related Trade Secret and
Proprietary Information Agreement that contains confidentiality
obligations that survive indefinitely. The agreement also
includes non-solicitation provisions that prohibit her from
hiring WebMD’s employees or soliciting any of WebMD’s
clients or customers with





33




Table of Contents






whom she had a relationship during the time she was employed by
WebMD, and non-competition provisions that prohibit her from
being involved in a business that competes with WebMD’s
business or that competes with any other business engaged in by
any affiliates of WebMD if she is directly involved in such
business. The non-solicitation and non-competition obligations
end on the first anniversary of the date her employment ceases.


 




This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007.
Nan-Kirsten Forte
 
We are party to an employment agreement with Nan-Kirsten Forte, who serves as our Executive Vice President — Consumer Services. The following is a description of Ms. Forte’s employment agreement with us. In this description of Ms. Forte’s employment agreement, the terms “Cause” and “Good Reason” are used with the same meanings as in the description of Mr. Gattinella’s employment agreement above.
 
  •  The employment agreement provides that Ms. Forte receives an annual base salary of $352,500 and is entitled to receive an annual bonus with a target of 35% of base salary to be determined by our Compensation Committee. For 2006, Ms. Forte received a bonus of $110,000, determined by the Compensation Committee of our Board in its discretion, based on both her own and WebMD’s performance. For information regarding Ms. Forte’s equity compensation, see the “Executive Compensation Tables” above.
 
  •  In the event of the termination of Ms. Forte’s employment by us without Cause or by Ms. Forte for Good Reason prior to the fourth anniversary of the effective date of the agreement, she would be entitled to continue to receive her base salary for one year following her termination, to receive any unpaid bonus for the year preceding the year in which the termination occurs, and to receive health coverage until the earlier of one year following her termination and the date upon which she receives comparable coverage under another plan. In addition, the stock options granted in connection with our initial public offering would continue to vest through the next vesting date following the date of termination. Ms. Forte’s receipt of these severance benefits is subject to her execution of a release of claims against us and continued compliance with applicable restrictive covenants.
 
  •  The employment agreement and the Trade Secret and Proprietary Information Agreement described below are each governed by the laws of the State of New York.
 
Ms. Forte is also a party to a related Trade Secret and Proprietary Information Agreement that contains confidentiality obligations that survive indefinitely. The agreement also includes non-solicitation provisions that prohibit her from hiring WebMD’s employees or soliciting any of WebMD’s clients or customers with whom she had a relationship during the time she was employed by WebMD, and non-competition provisions that prohibit her from being involved in a business that competes with WebMD’s business or that competes with any other business engaged in by any affiliates of WebMD if she is directly involved in such business. The non-solicitation and non-competition obligations end on the first anniversary of the date her employment ceases.
 
This excerpt taken from the WBMD 10-K filed Apr 30, 2007.
Nan-Kirsten Forte
 
We are party to an employment agreement with Nan-Kirsten Forte, who serves as our Executive Vice President — Consumer Services. The following is a description of Ms. Forte’s employment agreement with us. In this description of Ms. Forte’s employment agreement, the terms “Cause” and “Good Reason” are used with the same meanings as in the description of Mr. Gattinella’s employment agreement above.
 
  •  The employment agreement provides that Ms. Forte receives an annual base salary of $352,500 and is entitled to receive an annual bonus with a target of 35% of base salary to be determined by our Compensation Committee. For 2006, Ms. Forte received a bonus of $110,000, determined by the Compensation Committee of our Board in its discretion, based on both her own and WebMD’s performance. For information regarding Ms. Forte’s equity compensation, see the “Executive Compensation Tables” above.
 
  •  In the event of the termination of Ms. Forte’s employment by us without Cause or by Ms. Forte for Good Reason prior to the fourth anniversary of the effective date of the agreement, she would be entitled to continue to receive her base salary for one year following her termination, to receive any unpaid bonus for the year preceding the year in which the termination occurs, and to receive health


27

Table of Contents

  coverage until the earlier of one year following her termination and the date upon which she receives comparable coverage under another plan. In addition, the stock options granted in connection with our initial public offering would continue to vest through the next vesting date following the date of termination. Ms. Forte’s receipt of these severance benefits is subject to her execution of a release of claims against us and continued compliance with applicable restrictive covenants.
 
  •  The employment agreement and the Trade Secret and Proprietary Information Agreement described below are each governed by the laws of the State of New York.
 
Ms. Forte is also a party to a related Trade Secret and Proprietary Information Agreement that contains confidentiality obligations that survive indefinitely. The agreement also includes non-solicitation provisions that prohibit her from hiring WebMD’s employees or soliciting any of WebMD’s clients or customers with whom she had a relationship during the time she was employed by WebMD, and non-competition provisions that prohibit her from being involved in a business that competes with WebMD’s business or that competes with any other business engaged in by any affiliates of WebMD if she is directly involved in such business. The non-solicitation and non-competition obligations end on the first anniversary of the date her employment ceases.
 

EXCERPTS ON THIS PAGE:

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

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