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This excerpt taken from the WBMD 10-Q filed May 11, 2009. Stock
Options
Generally, options under the HLTH Plans vest and become
exercisable ratably over periods ranging from three to five
years based on their individual grant dates subject to continued
employment on the applicable vesting dates. The majority of
options granted under the HLTH Plans expire within ten years
from the date of grant. Options are granted at prices not less
than the fair market value of HLTH’s Common Stock on the
date of grant. The following table summarizes activity for the
HLTH Plans relating to the Company’s employees during the
three months ended March 31, 2009:
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Proceeds received by HLTH from the exercise of options to
purchase HLTH Common Stock were $4,579 and $712 during the three
months ended March 31, 2009 and 2008, respectively. The
intrinsic value related to the exercise of these stock options
was $1,195 and $252 during the three months ended March 31,
2009 and 2008, respectively.
This excerpt taken from the WBMD 10-Q filed Nov 10, 2008. Stock
Options
Generally, options under the HLTH Plans vest and become
exercisable ratably over a three to five year period based on
their individual grant dates subject to continued employment on
the applicable vesting dates. The majority of options granted
under the HLTH Plans expire within ten years from the date of
grant. Options are granted at prices not less than the fair
market value of HLTH’s Common Stock on the date of grant.
The following table summarizes activity for the HLTH Plans
relating to the Company’s employees during the nine months
ended September 30, 2008:
The fair value of each option granted is estimated on the date
of grant using the Black-Scholes option pricing model. Expected
volatility is based on implied volatility from traded options of
HLTH Common Stock combined with historical volatility of HLTH
Common Stock. Prior to January 1, 2006, only historical
volatility was considered. The expected term represents the
period of time that options are expected to be outstanding
following their grant date, and was determined using historical
exercise data. The risk-free rate is based on the
U.S. Treasury yield curve for periods equal to the expected
term of the options on the grant date.
This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. Stock
Options
Generally, options under the WebMD Plans vest and become
exercisable ratably over a four-year period based on their
individual grant dates subject to continued employment on the
applicable vesting dates. The options granted under the WebMD
Plans expire within ten years from the date of grant. Options
are granted at prices not less than the fair market value of the
Company Class A Common Stock on the date of grant. The
WebMD 2007 Annual
Report — Financial Statements Annex
This excerpt taken from the WBMD 10-Q filed Aug 11, 2008. Stock
Options
Generally, options under the WebMD Plans vest and become
exercisable ratably over a four-year period based on their
individual grant dates, subject to continued employment on the
applicable vesting dates. The options granted under the WebMD
Plans expire within ten years from the date of grant. Options
are granted at prices not less than the fair market value of the
Company Class A Common Stock on the date of grant. The
following table summarizes activity for the WebMD Plans during
the six months ended June 30, 2008:
The fair value of each option granted is estimated on the date
of grant using the Black-Scholes option pricing model
considering the assumptions noted in the following table. Prior
to August 1, 2007, expected volatility was based on implied
volatility from traded options of stock of comparable companies
combined with historical stock price volatility of comparable
companies. Beginning on August 1, 2007, expected volatility
is based on implied volatility from traded options of the
Company Class A Common Stock combined with historical
volatility of the Company Class A Common Stock. The
expected term represents the period of time that options are
expected to be outstanding following their grant date, and was
determined using historical exercise data. The risk-free rate is
based on the U.S. Treasury yield curve for periods equal to
the expected term of the options on the grant date.
This excerpt taken from the WBMD 10-Q filed May 12, 2008. Stock
Options
Generally, options under the WebMD Plans vest and become
exercisable ratably over a four-year period based on their
individual grant dates subject to continued employment on the
applicable vesting dates. The options granted under the WebMD
Plans expire within ten years from the date of grant. Options
are granted at prices not less than the fair market value of the
Company Class A Common Stock on the date of grant. The
following table summarizes activity for the WebMD Plans during
the three months ended March 31, 2008:
The fair value of each option granted is estimated on the date
of grant using the Black-Scholes option pricing model
considering the assumptions noted in the following table. Prior
to August 1, 2007, expected volatility was based on implied
volatility from traded options of stock of comparable companies
combined with historical stock price volatility of comparable
companies. Beginning on August 1, 2007, expected volatility
is based on implied volatility from traded options of the
Company Class A Common Stock combined with historical
volatility of the Company Class A Common Stock. The
expected term represents the period of time that options are
expected to be outstanding following their grant date, and was
determined using historical exercise data. The risk-free rate is
based on the U.S. Treasury yield curve for periods equal to
the expected term of the options on the grant date.
These excerpts taken from the WBMD 10-Q filed Nov 9, 2007. STOCK
OPTIONS
7.1 General. The Committee is authorized
to grant Options to Participants on the following terms and
conditions:
(a) Exercise Price. The exercise price
per share of Stock under an Option shall be determined by the
Committee at the time of the grant but in no event shall the
exercise price be less than 100% of the Fair Market Value of a
share of Stock on the date of grant.
(b) Time and Conditions of Exercise. The
Committee shall determine the time or times at which an Option
may be exercised in whole or in part, subject to
Section 7.1(e) and 7.3. The Committee also shall determine
the performance or other conditions, if any, that must be
satisfied before all or part of an Option may be exercised. The
Committee may waive any exercise provisions at any time in whole
or in part based upon factors as the Committee may determine in
its sole discretion so that the Option becomes exerciseable at
an earlier date.
(c) Payment. Unless otherwise determined
by the Committee, the exercise price of an Option may be paid
(i) in cash, (ii) by actual delivery or attestation to
ownership of freely transferable shares of stock already owned;
provided, however, that to the extent required by
applicable accounting rules, such shares shall have been held by
the Participant for at least six months, (iii) by a
combination of cash and shares of Stock equal in value to the
exercise price or (iv) by such other means as the
Committee, in its discretion, may authorize. In accordance with
the rules and procedures authorized by the Committee for this
purpose, an Option may also be exercised through a
“cashless exercise” procedure authorized by the
Committee that permits Participants to exercise Options by
delivering a properly executed exercise notice to the
Corporation together with a copy of irrevocable instructions to
a broker to deliver promptly to the Corporation the amount of
sale or loan proceeds necessary to pay the exercise price and
the amount of any required tax or other withholding obligations.
PAGE 7
(d) Evidence of Grant. All Options shall
be evidenced by a written Award Agreement between the
Corporation and the Participant. The Award Agreement shall
include such provisions not inconsistent with the Plan as may be
specified by the Committee.
(e) Exercise Term. In no event may any
Option be exercisable for more than ten years from the date of
its grant.
7.2 Incentive Stock Options. The terms of
any Incentive Stock Options granted under the Plan must comply
with the following additional rules:
(a) Lapse of Option. An Incentive Stock
Option shall lapse under the earliest of the following
circumstances; provided, however, that the
Committee may, prior to the lapse of the Incentive Stock Option
under the circumstances described in paragraphs (3),
(4) and (5) below, provide in writing that the Option
will extend until a later date, but if an Option is exercised
after the dates specified in paragraphs (3), (4) and
(5) below, it will automatically become a Non-Qualified
Stock Option:
(1) The Incentive Stock Option shall lapse as of the option
expiration date set forth in the Award Agreement.
(2) The Incentive Stock Option shall lapse ten years after
it is granted, unless an earlier time is set in the Award
Agreement.
(3) If the Participant terminates employment for any reason
other than as provided in paragraph (4) or
(5) below, the Incentive Stock Option shall lapse, unless
it is previously exercised, three months after the
Participant’s termination of employment; provided,
however, that if the Participant’s employment is
terminated by the Corporation for Cause, the Incentive Stock
Option shall (to the extent not previously exercised) lapse
immediately.
(4) If the Participant terminates employment by reason of
his Disability, the Incentive Stock Option shall lapse, unless
it is previously exercised, one year after the
Participant’s termination of employment.
(5) If the Participant dies while employed, or during the
three-month period described in paragraph (3) or
during the one-year period described in
paragraph (4) and before the Option otherwise lapses,
the Option shall lapse one year after the Participant’s
death. Upon the Participant’s death, any exercisable
Incentive Stock Options may be exercised by the
Participant’s beneficiary, determined in accordance with
Section 14.5.
Unless the exercisability of the Incentive Stock Option is
accelerated as provided in Article 14, if a Participant
exercises an Option after termination of employment, the Option
may be exercised only with respect to the shares that were
otherwise vested on the Participant’s termination of
employment.
(b) Individual Dollar Limitation. The
aggregate Fair Market Value (determined as of the time an Award
is made) of all shares of Stock with respect to which Incentive
Stock Options are first exercisable by a Participant in any
calendar year may not exceed $100,000.00.
(c) Ten Percent Owners. No Incentive
Stock Option shall be granted to any individual who, at the date
of grant, owns stock possessing more than ten percent of the
total combined voting power of all classes of stock of the
Corporation or any Parent or Affiliate unless the exercise price
per share of such Option is at least 110% of the Fair Market
Value per share of Stock at the date of grant and the Option
expires no later than five years after the date of grant.
(d) Expiration of Incentive Stock
Options. No Award of an Incentive Stock Option
may be made pursuant to the Plan after the day immediately prior
to the tenth anniversary of the Effective Date.
PAGE 8
(e) Right to Exercise. During a
Participant’s lifetime, an Incentive Stock Option may be
exercised only by the Participant or, in the case of the
Participant’s Disability, by the Participant’s
guardian or legal representative.
(f) Directors. The Committee may not
grant an Incentive Stock Option to a non-employee director. The
Committee may grant an Incentive Stock Option to a director who
is also an employee of the Corporation or any Parent or
Affiliate but only in that individual’s position as an
employee and not as a director.
7.3 Options Granted to Non-employee
Directors. Notwithstanding the foregoing, Options
granted to Non-Employee Directors under this Article 7
shall be subject to the following additional terms and
conditions:
(a) Lapse of Option. An Option granted to
a Non-Employee Director under this Article 7 shall lapse
under the earliest of the following circumstances:
(1) The Option shall lapse as of the option expiration date
set forth in the Award Agreement.
(2) If the Participant ceases to serve as a member of the
Board for any reason other than as provided in the proviso to
this paragraph (2) or in
paragraph (3) below, the Option shall lapse, unless it
is previously exercised, (A) in the case of Option grants
made to Non-Employee Directors after January 27, 2006,
three years after the Participant’s termination as a member
of the Board and (B) in the case of Option grants made to
Non-Employee Directors on or prior to January 27, 2006, on
the later of
(x) 51/2
months following the Participant’s termination as a member
of the Board of Directors or (y) December 31 of the
year in which such termination of service occurs; provided,
however, that if the Participant is removed for cause
(determined in accordance with the Corporation’s bylaws, as
amended from time to time), the Option shall (to the extent not
previously exercised) lapse immediately.
(3) If the Participant ceases to serve as a member of the
Board by reason of his Disability or death, the Option shall
lapse, unless it is previously exercised, (A) in the case
of Option grants made to Non-Employee Directors after
January 27, 2006, three years after the Participant’s
termination as a member of the Board and (B) in the case of
Option grants made to Non-Employee Directors on or prior to
January 27, 2006,
141/2
months following the Participant’s termination as a member
of the Board of Directors. If the Participant dies during the
post termination exercise period specified above in
paragraph (2) or in paragraph (3) and before
the Option otherwise lapses, the Option shall lapse one year
after the Participant’s death. Upon the Participant’s
death, any exercisable Options may be exercised by the
Participant’s beneficiary, determined in accordance with
Section 14.5.
If a Participant exercises Options after termination of his
service on the Board, he may exercise the Options only with
respect to the shares that were otherwise exercisable on the
date of termination of his service on the Board. Such exercise
otherwise shall be subject to the terms and conditions of this
Article 7.
(b) Acceleration Upon Change of
Control. Notwithstanding Section 7.1(b), in
the event of a Change of Control, each Option granted to a
Non-Employee Director under this Article 7 that is then
outstanding immediately prior to such Change of Control shall
become immediately vested and exercisable in full on the date of
such Change of Control.
PAGE 9
Stock
Options
Generally, options under the HLTH Plans vest and become
exercisable ratably over a three- to five-year period based on
their individual grant dates subject to continued employment on
the applicable vesting dates. The majority of options granted
under the HLTH Plans expire within ten years from the date of
grant. Options are granted at prices not less than the fair
market value of HLTH Common Stock on the date of grant. The
following table summarizes activity for the HLTH Plans relating
to the Company’s employees during the nine months ended
September 30, 2007:
The fair value of each option granted is estimated on the date
of grant using the Black-Scholes option pricing model. Expected
volatility is based on implied volatility from traded options of
HLTH Common Stock combined with historical volatility of HLTH
Common Stock. The expected term represents the period of time
that options are expected to be outstanding following their
grant date, and was determined using historical exercise data.
The risk- free rate is based on the U.S. Treasury yield
curve for periods equal to the expected term of the options on
the grant date.
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
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