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WBMD » Topics » NON-EMPLOYEE DIRECTOR COMPENSATION

This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.
NON-EMPLOYEE DIRECTOR COMPENSATION
 
This section describes the compensation paid by WebMD during 2007 to the members of its board of directors who are not also WebMD or HLTH employees. These individuals are referred to as non-employee directors. The Compensation Committee of the WebMD board is authorized to determine the compensation of the non-employee directors.
 
As described below, WebMD paid three types of compensation to non-employee directors in 2007 for their board and board committee service:
 
  •  annual fees paid in the form of shares of WebMD Class A Common Stock;
 
  •  a grant of non-qualified options to purchase WebMD Class A Common Stock; and
 
  •  cash fees paid to two of the non-employee directors for serving on the special committee (see “Corporate Governance — Committees of the Board of Directors — Special Committee” above).
 
None of the non-employee directors received any other compensation from WebMD during 2007 and none of them provided any services to WebMD during 2007, except their service as a director. WebMD does not offer any deferred compensation plans or retirement plans to its non-employee directors.
 

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