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This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. STOCK
APPRECIATION RIGHTS
8.1 Grant of Stock Appreciation
Rights. The Committee is authorized to grant
Stock Appreciation Rights to Participants on the following terms
and conditions:
(a) Right to Payment. Upon the exercise
of a Stock Appreciation Right, the Participant to whom it is
granted has the right to receive the excess, if any, of:
(1) The Fair Market Value of one share of Stock on the date
of exercise; over
(2) The grant price of the Stock Appreciation Right as
determined by the Committee, which shall not be less than the
Fair Market Value of one share of Stock on the date of grant.
(b) Other Terms. All awards of Stock
Appreciation Rights shall be evidenced by an Award Agreement.
The terms, methods of exercise, methods of settlement, form of
consideration payable in settlement, and any other terms and
conditions of any Stock Appreciation Right shall be determined
by the Committee at the time of the grant of the Award and shall
be reflected in the Award Agreement.
This excerpt taken from the WBMD 10-Q filed Nov 9, 2007. STOCK
APPRECIATION RIGHTS
8.1 Grant of Stock Appreciation
Rights. The Committee is authorized to grant
Stock Appreciation Rights to Participants on the following terms
and conditions:
(a) Right to Payment. Upon the exercise
of a Stock Appreciation Right, the Participant to whom it is
granted has the right to receive the excess, if any, of:
(1) The Fair Market Value of one share of Stock on the date
of exercise; over
(2) The grant price of the Stock Appreciation Right as
determined by the Committee, which shall not be less than the
Fair Market Value of one share of Stock on the date of grant.
(b) Other Terms. All awards of Stock
Appreciation Rights shall be evidenced by an Award Agreement.
The terms, methods of exercise, methods of settlement, form of
consideration payable in settlement, and any other terms and
conditions of any Stock Appreciation Right shall be determined
by the Committee at the time of the grant of the Award and shall
be reflected in the Award Agreement.
This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007. STOCK
APPRECIATION RIGHTS
8.1 Grant of Stock Appreciation
Rights. The Committee is authorized to grant
Stock Appreciation Rights to Participants on the following terms
and conditions:
(a) Right to Payment. Upon the exercise
of a Stock Appreciation Right, the Participant to whom it is
granted has the right to receive the excess, if any, of:
(1) The Fair Market Value of one share of Stock on the date
of exercise; over
(2) The grant price of the Stock Appreciation Right as
determined by the Committee, which shall not be less than the
Fair Market Value of one share of Stock on the date of grant.
(b) Other Terms. All awards of Stock
Appreciation Rights shall be evidenced by an Award Agreement.
The terms, methods of exercise, methods of settlement, form of
consideration payable in settlement, and any other terms and
conditions of any Stock Appreciation Right shall be determined
by the Committee at the time of the grant of the Award and shall
be reflected in the Award Agreement.
2005
LONG-TERM
INCENTIVE
PLAN –
AS
AMENDED AND
RESTATED
EFFECTIVE
JULY 27, 2006
ANNEX E —
PAGE 10
Table of Contents
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