|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. Shares
Available for Grant; Eligibility
Under the 2005 Plan, a total of approximately
2,400,000 shares were available for future grant, as of
October 31, 2008. If Proposal 2 is approved by
WebMD’s stockholders, an additional 5,500,000 shares
would become available for future grants under the 2005 Plan, a
large portion of which would be used to make a broad-based grant
in late 2008. The remaining portion of the increase, along with
the shares currently available for grant under the 2005 Plan,
would be used for future grants, primarily in connection with
future new hires. The 2005 Plan is the only equity compensation
of WebMD under which grants of stock-based awards may currently
be made. However, the Compensation Committee has in the past
(see “Equity Compensation Plan Information —
Description of Subimo Plan” below) and may in the future,
to the extent permitted under applicable law and NASDAQ rules,
create equity compensation plans for new hire grants that do not
require stockholder approval, particularly in connection with
acquisitions of other companies. The Compensation Committee has
recently approved the creation of a long-term incentive plan for
employees of Marketing Technology Solutions, Inc.
(“MTS”), which would have a maximum of
700,000 shares available for awards and would otherwise be
substantially similar to the Subimo Plan. Awards under the plan
for MTS
Table of Contents
employees would be made solely upon the closing of WebMD’s
pending acquisition of MTS and the plan would not be used to
make any awards after that. WebMD does not intend to seek
stockholder approval for that plan.
Persons eligible to receive awards under the 2005 Plan are
employees or officers (including executive officers) of WebMD or
its subsidiaries and its parent or its parent’s other
subsidiaries, directors of WebMD, and certain consultants to
WebMD or any of its subsidiaries. As of October 24, 2008,
approximately 1,350 officers and employees of WebMD and its
subsidiaries (including all of its executive officers), as well
as each of its 6 non-employee directors, are eligible to receive
grants under the 2005 Plan. As of October 24, 2008,
approximately 600 officers and employees of HLTH and its
subsidiaries (other than WebMD and its subsidiaries) are
eligible to receive grants under the 2005 Plan (of which
approximately 65 are employees of HLTH and the remainder are
employees of Porex). However, only three employees of HLTH who
are not officers or employees of WebMD have received a grant
under the 2005 Plan. WebMD does not generally make grants under
the 2005 Plan to employees of HLTH who are not also officers of
WebMD, but may do so, from time to time, for HLTH employees who
provide significant services to WebMD.
Prior to its initial public offering, WebMD’s officers
(including its Named Executive Officers) received grants of HLTH
restricted stock and options to purchase shares of HLTH Common
Stock under HLTH’s equity compensation plans and they
continue to be eligible to receive awards under those plans.
However, the HLTH Compensation Committee does not, in general,
intend to make grants to WebMD employees under HLTH equity
compensation plans and has not done so since WebMD’s
initial public offering. So long as WebMD remains a subsidiary
of HLTH for purposes of the applicable HLTH equity compensation
plan, HLTH restricted stock and options to purchase HLTH Common
Stock held by WebMD officers and employees will generally
continue to vest and remain outstanding during the period that
the officer or employee remains in the employ of WebMD (subject
to the terms and conditions of the applicable HLTH equity
compensation plans and of agreements applicable to specific
grants). HLTH’s equity compensation plans are administered
by HLTH’s Compensation Committee and contain terms and
conditions that are substantially similar to the terms of
WebMD’s 2005 Plan.
As more fully described in “Non-Employee Director
Compensation” above, WebMD’s non-employee directors
receive automatic annual grants of options to purchase
13,200 shares on January 1 of each year, with an exercise
price equal to the closing price of WebMD’s Common Stock on
the last trading day of the prior year. WebMD’s
Compensation Committee may make additional grants under the 2005
Plan to WebMD’s non-employee directors, including grants
when non-employee directors first join WebMD’s board. As of
the date of this proxy statement, WebMD has no current plans or
proposals to make any such additional grants of awards under the
2005 Plan to its non-employee directors.
|
| |||||||
