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This excerpt taken from the WBMD 10-Q filed Nov 9, 2007. PROVISIONS
APPLICABLE TO AWARDS
14.1 Stand-alone, Tandem, and Substitute
Awards. Awards granted under the Plan may, in the
discretion of the Committee, be granted either alone or in
addition to, in tandem with, (subject to the last sentence of
Section 4.3) or in substitution for, any other Award
granted under the Plan. If an Award is granted in substitution
for another Award, the Committee may require the surrender of
such other Award in consideration of the grant of the new Award.
Awards granted in addition to or in tandem with other Awards may
be granted either at the same time as or at a different time
from the grant of such other Awards.
14.2 Term of Award. The term of each
Award shall be for the period as determined by the Committee,
provided that in no event shall the term of any Incentive
Stock Option or a Stock Appreciation Right granted in tandem
with the Incentive Stock Option exceed a period of ten years
from the date of its grant (or, if Section 7.2(c) applies,
five years from the date of its grant).
14.3 Form of Payment for
Awards. Subject to the terms of the Plan and any
applicable law or Award Agreement, payments or transfers to be
made by the Corporation or a Parent or Affiliate on the grant or
exercise of an Award may be made in such form as the Committee
determines at or after the time of grant, including, without
limitation, cash, Stock, other Awards or other property, or any
combination thereof, and may be made in a single payment or
transfer, in installments or on a deferred basis, in each case
determined in accordance with rules adopted by, and at the
discretion of, the Committee.
14.4 Limits on Transfer. No right or
interest of a Participant in any unexercised or restricted Award
may be pledged, encumbered or hypothecated to or in favor of any
party other than the Corporation or a Parent or Affiliate, or
shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Corporation or a
Parent or Affiliate. No unexercised or restricted Award shall be
assignable or transferable by a Participant other than by will
or the laws of descent and distribution or, except in the case
of an Incentive Stock Option, pursuant to a domestic relations
order that would satisfy Section 414(p)(1)(A) of the Code
if such Section applied to an Award under the Plan;
provided, however, that the Committee may (but
need not) permit other transfers where the Committee concludes
that such transferability (i) does not result in
accelerated taxation or other adverse tax consequences,
(ii) does not cause any Option intended to be an Incentive
Stock Option to fail to be described in Section 422(b) of
the Code, and (iii) is otherwise appropriate and desirable,
taking into account any factors deemed relevant, including,
without limitation, state or federal tax or securities laws
applicable to transferable Awards.
PAGE 13
14.5 Beneficiaries. Notwithstanding
Section 14.4, a Participant may, in the manner determined
by the Committee, designate a beneficiary to exercise the rights
of the Participant and to receive any distribution with respect
to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative or other person claiming
any rights under the Plan is subject to all terms and conditions
of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and such Award
Agreement otherwise provide, and to any additional restrictions
deemed necessary or appropriate by the Committee. If no
beneficiary has been designated or survives the Participant,
payment shall be made to the Participant’s estate. Subject
to the foregoing, a beneficiary designation may be changed or
revoked by a Participant at any time, provided the change
or revocation is filed with the Committee.
14.6 Stock Certificates. All Stock
issuable under the Plan is subject to any stop-transfer orders
and other restrictions as the Committee deems necessary or
advisable to comply with federal or state securities laws, rules
and regulations and the rules of any national securities
exchange or automated quotation system on which the Stock is
listed, quoted or traded. The Committee may place legends on any
Stock certificate or issue instructions to the transfer agent to
reference restrictions applicable to the Stock.
14.7 Acceleration Upon Death or
Disability. Unless otherwise set forth in an
Award Agreement, upon the Participant’s death or Disability
during his employment or service as a director, all outstanding
Options, Stock Appreciation Rights, Restricted Stock Awards and
other Awards in the nature of rights that may be exercised shall
become fully exercisable and all restrictions on outstanding
Awards shall lapse. Any Option or Stock Appreciation Rights
Awards shall thereafter continue or lapse in accordance with the
other provisions of the Plan and the Award Agreement. To the
extent that this provision causes Incentive Stock Options to
exceed the dollar limitation set forth in Section 7.2(b),
the excess Options shall be deemed to be Non-Qualified Stock
Options.
14.8 Acceleration of Vesting and Lapse of
Restrictions. Subject to Sections 7.3(b) and
13.7, the Committee may, in its sole discretion, at any time
(including, without limitation, prior to, coincident with or
subsequent to a Change of Control) determine that (a) all
or a portion of a Participant’s Options, Stock Appreciation
Rights and other Awards in the nature of rights that may be
exercised shall become fully or partially exercisable, and/or
(b) all or a part of the restrictions on all or a portion
of the outstanding Awards shall lapse, in each case, as of such
date as the Committee may, in its sole discretion, declare;
provided, however, that, with respect to Awards
that are subject to Section 409A of the Code, the Committee
shall not have the authority to accelerate or postpone the
timing of payment or settlement of an Award in a manner that
would cause such Award to become subject to the interest and
penalty provisions under Section 409A of the Code. The
Committee may discriminate among Participants and among Awards
granted to a Participant in exercising its discretion pursuant
to this Section 14.8. All Awards made to Non-Employee
Directors shall become fully vested and, in the case of Options,
Stock Appreciation Rights and other Awards in the nature of
rights that may be exercised, fully exercisable in the event of
the occurrence of a Change of Control as of the date of such
Change of Control.
14.9 Other Adjustments. If (i) an
Award is accelerated under Sections 7.3(b), 13.7 and/or
14.8 or (ii) a Change of Control occurs (regardless or
whether acceleration under Sections 7.3(b), 13.7 and/or
14.8 occurs), the Committee may, in its sole discretion, provide
(a) that the Award will expire after a designated period of
time after such acceleration or Change of Control, as
applicable, to the extent not then exercised, (b) that the
Award will be settled in cash rather than Stock, (c) that
the Award will be assumed by another party to a transaction
giving rise to the acceleration or a party to the Change of
Control, (d) that the Award will otherwise be equitably
converted or adjusted in connection with such transaction or
Change of Control, or (e) any combination of the foregoing.
The Committee’s determination need not be uniform and may
be different for different Participants whether or not such
Participants are similarly situated; provided,
however, that, with respect to Awards that are subject to
Section 409A of the Code, the Committee shall not have the
authority to accelerate or postpone the timing of payment or
settlement of an Award in a manner that would cause such Award
to become subject to the interest and penalty provisions under
Section 409A of the Code.
PAGE 14
14.10 Performance Goals. In order to
preserve the deductibility of an Award under Section 162(m)
of the Code, the Committee may determine that any Award granted
pursuant to this Plan to a Participant that is or is expected to
become a Covered Employee shall be determined solely on the
basis of (a) the achievement by the Corporation or
Subsidiary of a specified target return, or target growth in
return, on equity or assets, (b) the Corporation’s
stock price, (c) the Corporation’s total shareholder
return (stock price appreciation plus reinvested dividends)
relative to a defined comparison group or target over a specific
performance period, (d) the achievement by the Corporation
or a Parent or Subsidiary, or a business unit of any such
entity, of a specified target, or target growth in, net income,
revenues, earnings per share, earnings before income and taxes,
and earnings before income, taxes, depreciation and
amortization, or (e) any combination of the goals set forth
in (a) through (d) above. If an Award is made on such
basis, the Committee shall establish goals prior to the
beginning of the period for which such performance goal relates
(or such later date as may be permitted under
Section 162(m) of the Code or the regulations thereunder),
and the Committee has the right for any reason to reduce (but
not increase) the Award, notwithstanding the achievement of a
specified goal. Any payment of an Award granted with performance
goals shall be conditioned on the written certification of the
Committee in each case that the performance goals and any other
material conditions were satisfied.
14.11 Termination of Employment. Whether
military, government or other service or other leave of absence
shall constitute a termination of employment shall be determined
in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive. A
termination of employment shall not occur (i) in a
circumstance in which a Participant transfers from the
Corporation to one of its Parents or Subsidiaries, transfers
from a Parent or Affiliate to the Corporation, or transfers from
one Parent or Affiliate to another Parent or Affiliate, or
(ii) in the discretion of the Committee as specified at or
prior to such occurrence, in the case of a split-off, spin-off,
sale or other disposition of the Participant’s employer
from the Corporation or any Parent or Affiliate. To the extent
that this provision causes Incentive Stock Options to extend
beyond three months from the date a Participant is deemed to be
an employee of the Corporation, a Parent or Affiliate for
purposes of Section 424(f) of the Code, the Options held by
such Participant shall be deemed to be Non-Qualified Stock
Options.
14.12 Loan Provisions. Subject to
applicable laws, rules and regulations, including, without
limitation, Section 402 of the Sarbanes-Oxley Act of 2002,
with the consent of the Committee, the Corporation may make,
guarantee or arrange for a loan or loans to a Participant with
respect to the exercise of any Option granted under this Plan
and/or with respect to the payment of the purchase price, if
any, of any Award granted hereunder and/or with respect to the
payment by the Participant of any or all federal and/or state
income taxes due on account of the granting or exercise of any
Award hereunder. The Committee shall have full authority to
decide whether to make a loan or loans hereunder and to
determine the amount, terms and provisions of any such loan(s),
including the interest rate to be charged in respect of any such
loan(s), whether the loan(s) are to be made with or without
recourse against the borrower, the collateral or other security,
if any, securing the repayment of the loan(s), the terms on
which the loan(s) are to be repaid and the conditions, if any,
under which the loan(s) may be forgiven.
This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007. PROVISIONS
APPLICABLE TO AWARDS
14.1 Stand-alone, Tandem, and Substitute
Awards. Awards granted under the Plan may, in the
discretion of the Committee, be granted either alone or in
addition to, in tandem with, (subject to the last sentence of
Section 4.3) or in substitution for, any other Award
granted under the Plan. If an Award is granted in substitution
for another Award, the Committee may require the surrender of
such other Award in consideration of the grant of the new Award.
Awards granted in addition to or in tandem with other Awards may
be granted either at the same time as or at a different time
from the grant of such other Awards.
14.2 Term of Award. The term of each
Award shall be for the period as determined by the Committee,
provided that in no event shall the term of any Incentive
Stock Option or a Stock Appreciation Right granted in tandem
with the Incentive Stock Option exceed a period of ten years
from the date of its grant (or, if Section 7.2(c) applies,
five years from the date of its grant).
14.3 Form of Payment for
Awards. Subject to the terms of the Plan and any
applicable law or Award Agreement, payments or transfers to be
made by the Corporation or a Parent or Affiliate on the grant or
exercise of an Award may be made in such form as the Committee
determines at or after the time of grant, including, without
limitation, cash, Stock, other Awards or other property, or any
combination thereof, and may be made in a single payment or
transfer, in installments or on a deferred basis, in each case
determined in accordance with rules adopted by, and at the
discretion of, the Committee.
14.4 Limits on Transfer. No right or
interest of a Participant in any unexercised or restricted Award
may be pledged, encumbered or hypothecated to or in favor of any
party other than the Corporation or a Parent or Affiliate, or
shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Corporation or a
Parent or Affiliate. No unexercised or restricted Award shall be
assignable or transferable by a Participant other than by will
or the laws of descent and distribution or, except in the case
of an Incentive Stock Option, pursuant to a domestic relations
order that would satisfy Section 414(p)(1)(A) of the Code
if such Section applied to an Award under the Plan;
provided, however, that the Committee may (but
need not) permit other transfers where the Committee concludes
that such transferability (i) does not result in
accelerated taxation or other adverse tax consequences,
(ii) does not cause any Option intended to be an Incentive
Stock Option to fail to be described in Section 422(b) of
the Code, and (iii) is otherwise appropriate and desirable,
taking into account any factors deemed relevant, including,
without limitation, state or federal tax or securities laws
applicable to transferable Awards.
14.5 Beneficiaries. Notwithstanding
Section 14.4, a Participant may, in the manner determined
by the Committee, designate a beneficiary to exercise the rights
of the Participant and to receive any distribution with respect
to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative or other person claiming
any rights under the Plan is subject to all terms and conditions
of the Plan and any Award
2005
LONG-TERM
INCENTIVE
PLAN –
AS
AMENDED AND
RESTATED
EFFECTIVE
JULY 27, 2006
ANNEX E —
PAGE 14
Table of Contents
Agreement applicable to the Participant, except to the extent
the Plan and such Award Agreement otherwise provide, and to any
additional restrictions deemed necessary or appropriate by the
Committee. If no beneficiary has been designated or survives the
Participant, payment shall be made to the Participant’s
estate. Subject to the foregoing, a beneficiary designation may
be changed or revoked by a Participant at any time,
provided the change or revocation is filed with the
Committee.
14.6 Stock Certificates. All Stock
issuable under the Plan is subject to any stop-transfer orders
and other restrictions as the Committee deems necessary or
advisable to comply with federal or state securities laws, rules
and regulations and the rules of any national securities
exchange or automated quotation system on which the Stock is
listed, quoted or traded. The Committee may place legends on any
Stock certificate or issue instructions to the transfer agent to
reference restrictions applicable to the Stock.
14.7 Acceleration Upon Death or
Disability. Unless otherwise set forth in an
Award Agreement, upon the Participant’s death or Disability
during his employment or service as a director, all outstanding
Options, Stock Appreciation Rights, Restricted Stock Awards and
other Awards in the nature of rights that may be exercised shall
become fully exercisable and all restrictions on outstanding
Awards shall lapse. Any Option or Stock Appreciation Rights
Awards shall thereafter continue or lapse in accordance with the
other provisions of the Plan and the Award Agreement. To the
extent that this provision causes Incentive Stock Options to
exceed the dollar limitation set forth in Section 7.2(b),
the excess Options shall be deemed to be Non-Qualified Stock
Options.
14.8 Acceleration of Vesting and Lapse of
Restrictions. Subject to Sections 7.3(b) and
13.7, the Committee may, in its sole discretion, at any time
(including, without limitation, prior to, coincident with or
subsequent to a Change of Control) determine that (a) all
or a portion of a Participant’s Options, Stock Appreciation
Rights and other Awards in the nature of rights that may be
exercised shall become fully or partially exercisable, and/or
(b) all or a part of the restrictions on all or a portion
of the outstanding Awards shall lapse, in each case, as of such
date as the Committee may, in its sole discretion, declare;
provided, however, that, with respect to Awards
that are subject to Section 409A of the Code, the Committee
shall not have the authority to accelerate or postpone the
timing of payment or settlement of an Award in a manner that
would cause such Award to become subject to the interest and
penalty provisions under Section 409A of the Code. The
Committee may discriminate among Participants and among Awards
granted to a Participant in exercising its discretion pursuant
to this Section 14.8. All Awards made to Non-Employee
Directors shall become fully vested and, in the case of Options,
Stock Appreciation Rights and other Awards in the nature of
rights that may be exercised, fully exercisable in the event of
the occurrence of a Change of Control as of the date of such
Change of Control.
14.9 Other Adjustments. If (i) an
Award is accelerated under Sections 7.3(b), 13.7 and/or
14.8 or (ii) a Change of Control occurs (regardless or
whether acceleration under Sections 7.3(b), 13.7 and/or
14.8 occurs), the Committee may, in its sole discretion, provide
(a) that the Award will expire after a designated period of
time after such acceleration or Change of Control, as
applicable, to the extent not then exercised, (b) that the
Award will be settled in cash rather than Stock, (c) that
the Award will be assumed by another party to a transaction
giving rise to the acceleration or a party to the Change of
Control, (d) that the Award will otherwise be equitably
converted or adjusted in connection with such transaction or
Change of Control, or (e) any combination of the foregoing.
The Committee’s determination need not be uniform and may
be different for different Participants whether or not such
Participants are similarly situated; provided,
however, that, with respect to Awards that are subject to
Section 409A of the Code, the Committee shall not have the
authority to accelerate or postpone the timing of payment or
settlement of an Award in a manner that would cause such Award
to become subject to the interest and penalty provisions under
Section 409A of the Code.
14.10 Performance Goals. In order to
preserve the deductibility of an Award under Section 162(m)
of the Code, the Committee may determine that any Award granted
pursuant to this Plan to a Participant that is
2005
LONG-TERM
INCENTIVE
PLAN –
AS
AMENDED AND
RESTATED
EFFECTIVE
JULY 27, 2006
ANNEX E —
PAGE 15
Table of Contents
or is expected to become a Covered Employee shall be determined
solely on the basis of (a) the achievement by the
Corporation or Subsidiary of a specified target return, or
target growth in return, on equity or assets, (b) the
Corporation’s stock price, (c) the Corporation’s
total shareholder return (stock price appreciation plus
reinvested dividends) relative to a defined comparison group or
target over a specific performance period, (d) the
achievement by the Corporation or a Parent or Subsidiary, or a
business unit of any such entity, of a specified target, or
target growth in, net income, revenues, earnings per share,
earnings before income and taxes, and earnings before income,
taxes, depreciation and amortization, or (e) any
combination of the goals set forth in (a) through
(d) above. If an Award is made on such basis, the Committee
shall establish goals prior to the beginning of the period for
which such performance goal relates (or such later date as may
be permitted under Section 162(m) of the Code or the
regulations thereunder), and the Committee has the right for any
reason to reduce (but not increase) the Award, notwithstanding
the achievement of a specified goal. Any payment of an Award
granted with performance goals shall be conditioned on the
written certification of the Committee in each case that the
performance goals and any other material conditions were
satisfied.
14.11 Termination of Employment. Whether
military, government or other service or other leave of absence
shall constitute a termination of employment shall be determined
in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive. A
termination of employment shall not occur (i) in a
circumstance in which a Participant transfers from the
Corporation to one of its Parents or Subsidiaries, transfers
from a Parent or Affiliate to the Corporation, or transfers from
one Parent or Affiliate to another Parent or Affiliate, or
(ii) in the discretion of the Committee as specified at or
prior to such occurrence, in the case of a split-off, spin-off,
sale or other disposition of the Participant’s employer
from the Corporation or any Parent or Affiliate. To the extent
that this provision causes Incentive Stock Options to extend
beyond three months from the date a Participant is deemed to be
an employee of the Corporation, a Parent or Affiliate for
purposes of Section 424(f) of the Code, the Options held by
such Participant shall be deemed to be Non-Qualified Stock
Options.
14.12 Loan Provisions. Subject to
applicable laws, rules and regulations, including, without
limitation, Section 402 of the Sarbanes-Oxley Act of 2002,
with the consent of the Committee, the Corporation may make,
guarantee or arrange for a loan or loans to a Participant with
respect to the exercise of any Option granted under this Plan
and/or with respect to the payment of the purchase price, if
any, of any Award granted hereunder and/or with respect to the
payment by the Participant of any or all federal and/or state
income taxes due on account of the granting or exercise of any
Award hereunder. The Committee shall have full authority to
decide whether to make a loan or loans hereunder and to
determine the amount, terms and provisions of any such loan(s),
including the interest rate to be charged in respect of any such
loan(s), whether the loan(s) are to be made with or without
recourse against the borrower, the collateral or other security,
if any, securing the repayment of the loan(s), the terms on
which the loan(s) are to be repaid and the conditions, if any,
under which the loan(s) may be forgiven.
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