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WBMD » Topics » Performance Goals

This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.
Performance Goals
 
In order to preserve full deductibility under Section 162(m) of the Internal Revenue Code, the Compensation Committee may determine that any award will be determined solely on the basis of:
 
  •  the achievement by WebMD or one of its subsidiaries of a specified target return, or target growth in return, on equity or assets;
 
  •  total stockholder return, described as WebMD’s stock price appreciation plus reinvested dividends, relative to a defined comparison group or target over a specific performance period;
 
  •  WebMD’s stock price;
 
  •  the achievement by WebMD or a business unit, or one of WebMD’s subsidiaries, of a specified target, or target growth in, revenues, net income, earnings per share, EBIT or EBITDA; or
 
  •  any combination of the above.
 
If an award is made on this basis, the Compensation Committee must establish goals prior to the beginning of the period for which the performance goal relates, or by a later date as may be permitted under applicable tax regulations, and the Compensation Committee may for any reason reduce, but not increase, any award, notwithstanding the achievement of a specified goal. Any payment of an award granted with performance goals will be conditioned on the written certification of the Compensation Committee in each case that the performance goals and any other material conditions were satisfied.
 
This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007.
Performance Goals
 
In order to preserve full deductibility under Section 162(m) of the Internal Revenue Code, the Compensation Committee may determine that any award will be determined solely on the basis of:
 
  •  the achievement by us or one of our subsidiaries of a specified target return, or target growth in return, on equity or assets;
 
  •  total stockholder return, described as our stock price appreciation plus reinvested dividends, relative to a defined comparison group or target over a specific performance period;
 
  •  our stock price;
 
  •  the achievement by us or a business unit, or one of our subsidiaries, of a specified target, or target growth in, revenues, net income, earnings per share, EBIT or EBITDA; or
 
  •  any combination of the above.


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If an award is made on this basis, the Compensation Committee must establish goals prior to the beginning of the period for which the performance goal relates, or by a later date as may be permitted under applicable tax regulations, and the Compensation Committee may for any reason reduce, but not increase, any award, notwithstanding the achievement of a specified goal. Any payment of an award granted with performance goals will be conditioned on the written certification of the Compensation Committee in each case that the performance goals and any other material conditions were satisfied.
 

EXCERPTS ON THIS PAGE:

DEF 14A
Nov 5, 2008
DEF 14A
Aug 14, 2007

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