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WBMD » Topics » Wayne T. Gattinella

These excerpts taken from the WBMD 10-K filed Apr 30, 2009.
Wayne T. Gattinella
 
We are party to an employment agreement, dated as of April 28, 2005 and amended on December 10, 2008, with Wayne Gattinella, who serves as our CEO and President. The following is a description of Mr. Gattinella’s employment agreement, as amended:
 
  •  Mr. Gattinella currently receives an annual base salary of $560,000 and is eligible to earn a bonus of up to 100% of his base salary, the actual amount to be determined by the Compensation Committee of our Board in its discretion. For 2008, Mr. Gattinella received an annual bonus of $135,000, determined by the Compensation Committee in its discretion. In addition, the Compensation Committee approved an SBP Award of $135,000 with respect to Mr. Gattinella. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2008 — Bonuses Paid by WebMD to its Named Executive Officers” and “— Supplemental Bonus Program (SBP)” above. For information regarding Mr. Gattinella’s equity compensation, see the “Executive Compensation Tables” above.
 
  •  In the event of the termination of Mr. Gattinella’s employment, prior to April 30, 2009, by WebMD without “Cause” or by Mr. Gattinella for “Good Reason” (as those terms are described below), he would be entitled to continue to receive his base salary for one year from the date of termination, to receive any unpaid bonus for the year preceding the year in which the termination occurs, and to receive healthcare coverage until the earlier of one year following his termination and the date upon which he receives comparable coverage under another plan. Amounts with respect to Mr. Gattinella’s SBP Award are payable in accordance with the terms of the Supplemental Bonus Program Trust (see “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2008 — Annual Cash Bonuses” and “— Supplemental Bonus Program (SBP)” above). In the event that a termination of Mr. Gattinella’s employment by WebMD without Cause or by Mr. Gattinella for Good Reason occurs before the fourth anniversary of the grant of the options to purchase WebMD Class A Common Stock made in connection with our initial public offering, 25% of such options would continue to vest on the next vesting date following the date of termination.
 
  •  The December 2008 amendment described the material terms of the December 2008 equity awards made to Mr. Gattinella. Specifically, Mr. Gattinella may resign one year after the occurrence of a Change in Control of WebMD (as defined in the 2005 Plan) or of HLTH (as defined in the 2000 Plan) and (i) he would continue to vest in the option granted on December 10, 2008 through the second anniversary of the Change in Control and (ii) that portion of the restricted stock award made on the same date that would have vested over the two year period following the Change in Control will become vested on the date of resignation. The grant made at the time of our initial public offering had a similar provision (with a 6 month transition requirement), but given that the last vesting of such grant is September 28, 2009, such provision has no further effect.
 
  •  For purposes of the employment agreement: (a) “Cause” includes (i) continued willful failure to perform duties after 30 days’ written notice, (ii) willful misconduct or violence or threat of violence that would harm WebMD, (iii) a breach of a material WebMD policy or a material breach of the employment agreement or the Trade Secret and Proprietary Information Agreement (as described below), that remains unremedied after 30 days’ written notice, or (iv) conviction of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude; and (b) “Good Reason” means Mr. Gattinella’s resignation within one year of any of the following conditions or events remaining in effect after applicable notice periods: (i) a material reduction in base salary, (ii) a material reduction in authority, or (iii) any material breach of the employment agreement by WebMD.
 
  •  The December 2008 amendment also made changes to the agreement that were intended to bring its terms into compliance with Section 409A by, among other things, clarifying the timing of certain payments.
 
  •  The employment agreement and the Trade Secret and Proprietary Information Agreement described below are governed by the laws of the State of New York.


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Table of Contents

 
Mr. Gattinella is also a party to a related Trade Secret and Proprietary Information Agreement that contains confidentiality obligations that survive indefinitely. The agreement also includes non-solicitation provisions that prohibit Mr. Gattinella from hiring WebMD’s employees or soliciting any of WebMD’s clients or customers that he had a relationship with during the time he was employed by WebMD, and non-competition provisions that prohibit Mr. Gattinella from being involved in a business that competes with WebMD’s business or that competes with any other business engaged in by any affiliates of WebMD if he is directly involved in such business. The non-solicitation and non-competition obligations end on the first anniversary of the date his employment has ceased. The post-employment payments and benefits due to Mr. Gattinella are subject to his continued compliance with these covenants.
 
Wayne
T. Gattinella


 



We are party to an employment agreement, dated as of
April 28, 2005 and amended on December 10, 2008, with
Wayne Gattinella, who serves as our CEO and President. The
following is a description of Mr. Gattinella’s
employment agreement, as amended:


 


































































  • 
Mr. Gattinella currently receives an annual base salary of
$560,000 and is eligible to earn a bonus of up to 100% of his
base salary, the actual amount to be determined by the
Compensation Committee of our Board in its discretion. For 2008,
Mr. Gattinella received an annual bonus of $135,000,
determined by the Compensation Committee in its discretion. In
addition, the Compensation Committee approved an SBP Award of
$135,000 with respect to Mr. Gattinella. See
“Compensation Discussion and Analysis — Use of
Specific Types of Compensation in 2008 — Bonuses Paid
by WebMD to its Named Executive Officers” and
“— Supplemental Bonus Program (SBP)” above.
For information regarding Mr. Gattinella’s equity
compensation, see the “Executive Compensation Tables”
above.
 
  • 
In the event of the termination of Mr. Gattinella’s
employment, prior to April 30, 2009, by WebMD without
“Cause” or by Mr. Gattinella for “Good
Reason” (as those terms are described below), he would be
entitled to continue to receive his base salary for one year
from the date of termination, to receive any unpaid bonus for
the year preceding the year in which the termination occurs, and
to receive healthcare coverage until the earlier of one year
following his termination and the date upon which he receives
comparable coverage under another plan. Amounts with respect to
Mr. Gattinella’s SBP Award are payable in accordance
with the terms of the Supplemental Bonus Program Trust (see
“Compensation Discussion and Analysis — Use of
Specific Types of Compensation in 2008 — Annual Cash
Bonuses” and “— Supplemental Bonus Program
(SBP)” above). In the event that a termination of
Mr. Gattinella’s employment by WebMD without Cause or
by Mr. Gattinella for Good Reason occurs before the fourth
anniversary of the grant of the options to purchase WebMD
Class A Common Stock made in connection with our initial
public offering, 25% of such options would continue to vest on
the next vesting date following the date of termination.
 
  • 
The December 2008 amendment described the material terms of the
December 2008 equity awards made to Mr. Gattinella.
Specifically, Mr. Gattinella may resign one year after the
occurrence of a Change in Control of WebMD (as defined in the
2005 Plan) or of HLTH (as defined in the 2000 Plan) and
(i) he would continue to vest in the option granted on
December 10, 2008 through the second anniversary of the
Change in Control and (ii) that portion of the restricted
stock award made on the same date that would have vested over
the two year period following the Change in Control will become
vested on the date of resignation. The grant made at the time of
our initial public offering had a similar provision (with a
6 month transition requirement), but given that the last
vesting of such grant is September 28, 2009, such provision
has no further effect.
 
  • 
For purposes of the employment agreement:
(a) “Cause” includes (i) continued willful
failure to perform duties after 30 days’ written
notice, (ii) willful misconduct or violence or threat of
violence that would harm WebMD, (iii) a breach of a
material WebMD policy or a material breach of the employment
agreement or the Trade Secret and Proprietary Information
Agreement (as described below), that remains unremedied after
30 days’ written notice, or (iv) conviction of a
felony in respect of a dishonest or fraudulent act or other
crime of moral turpitude; and (b) “Good Reason”
means Mr. Gattinella’s resignation within one year of
any of the following conditions or events remaining in effect
after applicable notice periods: (i) a material reduction
in base salary, (ii) a material reduction in authority, or
(iii) any material breach of the employment agreement by
WebMD.
 
  • 
The December 2008 amendment also made changes to the agreement
that were intended to bring its terms into compliance with
Section 409A by, among other things, clarifying the timing
of certain payments.
 
  • 
The employment agreement and the Trade Secret and Proprietary
Information Agreement described below are governed by the laws
of the State of New York.





36




Table of Contents





 



Mr. Gattinella is also a party to a related Trade Secret
and Proprietary Information Agreement that contains
confidentiality obligations that survive indefinitely. The
agreement also includes non-solicitation provisions that
prohibit Mr. Gattinella from hiring WebMD’s employees
or soliciting any of WebMD’s clients or customers that he
had a relationship with during the time he was employed by
WebMD, and non-competition provisions that prohibit
Mr. Gattinella from being involved in a business that
competes with WebMD’s business or that competes with any
other business engaged in by any affiliates of WebMD if he is
directly involved in such business. The non-solicitation and
non-competition obligations end on the first anniversary of the
date his employment has ceased. The post-employment payments and
benefits due to Mr. Gattinella are subject to his continued
compliance with these covenants.


 




This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.
Wayne T. Gattinella
 
WebMD is party to an employment agreement, dated as of April 28, 2005, with Wayne Gattinella, who serves as WebMD’s CEO and President. The following is a description of Mr. Gattinella’s employment agreement:
 
  •  Mr. Gattinella currently receives an annual base salary of $560,000 and is eligible to earn a bonus of up to 100% of his base salary. For 2007, Mr. Gattinella received an annual bonus of $135,000, determined by the Compensation Committee of WebMD’s board in its discretion (and ratified by HLTH’s Compensation Committee). In addition, the Compensation Committee approved an SBP Award of $135,000 with respect to Mr. Gattinella. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2007 — Annual Cash Bonuses” and “Supplemental Bonus Program (SBP)” above. With respect to subsequent years, the employment agreement provides that achievement of 50% of Mr. Gattinella’s bonus will be based upon WebMD’s attainment of corporate financial and strategic goals to be established by the Compensation Committee, with the financial goals generally related to revenue and/or other measures of operating results, and achievement of the remaining 50% of Mr. Gattinella’s bonus will be based on performance goals to be established by the Compensation


38

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  Committee. For information regarding Mr. Gattinella’s equity compensation, see the “Executive Compensation Tables” above.
 
  •  In the event of the termination of Mr. Gattinella’s employment, prior to April 30, 2009, by WebMD without “Cause” or by Mr. Gattinella for “Good Reason” (as those terms are described below), he would be entitled to continue to receive his base salary for one year from the date of termination, to receive any unpaid bonus for the year preceding the year in which the termination occurs, and to receive healthcare coverage until the earlier of one year following his termination and the date upon which he receives comparable coverage under another plan. Amounts with respect to Mr. Gattinella’s SBP Award are payable only in accordance with the terms of the Supplemental Bonus Program Trust (see “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2007 — Annual Cash Bonuses” and “Supplemental Bonus Program (SBP)” above). In the event that a termination of Mr. Gattinella’s employment by WebMD without Cause or by Mr. Gattinella for Good Reason occurs before the fourth anniversary of the grant of the options to purchase WebMD Class A Common Stock, 25% of such options would continue to vest on the next vesting date following the date of termination.
 
  •  In the event of a “Change in Control” of WebMD (as that term is described below), the unvested portion of the options to purchase WebMD Class A Common Stock would continue to vest until the next scheduled vesting date following the Change in Control. The continued vesting applies only if Mr. Gattinella remains employed until six months following such Change in Control or is terminated by WebMD’s successor without Cause or he resigns for Good Reason during such six-month period. For purposes of the employment agreement, a “Change in Control” would occur when: (i) a person, entity or group acquires more than 50% of the voting power of WebMD, (ii) there is a reorganization, merger or consolidation or sale involving all or substantially all of WebMD’s assets, or (iii) there is a complete liquidation or dissolution of WebMD.
 
  •  For purposes of the employment agreement: (a) “Cause” includes (i) continued willful failure to perform duties after 30 days’ written notice, (ii) willful misconduct or violence or threat of violence that would harm WebMD, (iii) a material breach of WebMD’s policies, the employment agreement, or the Trade Secret and Proprietary Information Agreement (as described below), that remains unremedied after 30 days’ written notice, or (iv) conviction of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude; and (b) “Good Reason” includes any of the following conditions or events remaining in effect after 30 days’ written notice: (i) a reduction in base salary, (ii) a material reduction in authority, or (iii) any material breach of the employment agreement by WebMD.
 
  •  The employment agreement and the Trade Secret and Proprietary Information Agreement described below are governed by the laws of the State of New York.
 
Mr. Gattinella is also a party to a related Trade Secret and Proprietary Information Agreement that contains confidentiality obligations that survive indefinitely. The agreement also includes non-solicitation provisions that prohibit Mr. Gattinella from hiring WebMD’s employees or soliciting any of WebMD’s clients or customers that he had a relationship with during the time he was employed by WebMD, and non-competition provisions that prohibit Mr. Gattinella from being involved in a business that competes with WebMD’s business or that competes with any other business engaged in by any affiliates of WebMD if he is directly involved in such business. The non-solicitation and non-competition obligations end on the first anniversary of the date his employment has ceased.
 
These excerpts taken from the WBMD 10-K filed Apr 29, 2008.
Wayne T. Gattinella
 
We are party to an employment agreement, dated as of April 28, 2005, with Wayne Gattinella, who serves as our CEO and President. The following is a description of Mr. Gattinella’s employment agreement:
 
  •  Mr. Gattinella currently receives an annual base salary of $560,000 and is eligible to earn a bonus of up to 100% of his base salary. For 2007, Mr. Gattinella received an annual bonus of $135,000, determined by the Compensation Committee of our Board in its discretion (and ratified by HLTH’s Compensation Committee). In addition, the Compensation Committee approved an SBP Award of $135,000 with respect to Mr. Gattinella. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2007 — Annual Cash Bonuses” and “— Supplemental Bonus Program (SBP)” above. With respect to subsequent years, the employment agreement provides that achievement of 50% of Mr. Gattinella’s bonus will be based upon WebMD’s attainment of corporate financial and strategic goals to be established by the Compensation Committee, with the financial goals generally related to revenue and/or other measures of operating results, and achievement of the remaining 50% of Mr. Gattinella’s bonus will be based on performance goals to be established by the Compensation Committee. For information regarding Mr. Gattinella’s equity compensation, see the “Executive Compensation Tables” above.


29

Table of Contents

 
  •  In the event of the termination of Mr. Gattinella’s employment, prior to April 30, 2009, by WebMD without “Cause” or by Mr. Gattinella for “Good Reason” (as those terms are described below), he would be entitled to continue to receive his base salary for one year from the date of termination, to receive any unpaid bonus for the year preceding the year in which the termination occurs, and to receive healthcare coverage until the earlier of one year following his termination and the date upon which he receives comparable coverage under another plan. Amounts with respect to Mr. Gattinella’s SBP Award are payable only in accordance with the terms of the Supplemental Bonus Program Trust (see “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2007 — Annual Cash Bonuses” and “— Supplemental Bonus Program (SBP)” above). In the event that a termination of Mr. Gattinella’s employment by WebMD without Cause or by Mr. Gattinella for Good Reason occurs before the fourth anniversary of the grant of the options to purchase WebMD Class A Common Stock, 25% of such options would continue to vest on the next vesting date following the date of termination.
 
  •  In the event of a “Change in Control” of WebMD (as that term is described below), the unvested portion of the options to purchase WebMD Class A Common Stock would continue to vest until the next scheduled vesting date following the Change in Control. The continued vesting applies only if Mr. Gattinella remains employed until six months following such Change in Control or is terminated by our successor without Cause or he resigns for Good Reason during such six-month period. For purposes of the employment agreement, a “Change in Control” would occur when: (i) a person, entity or group acquires more than 50% of the voting power of WebMD, (ii) there is a reorganization, merger or consolidation or sale involving all or substantially all of WebMD’s assets, or (iii) there is a complete liquidation or dissolution of WebMD.
 
  •  For purposes of the employment agreement: (a) “Cause” includes (i) continued willful failure to perform duties after 30 days’ written notice, (ii) willful misconduct or violence or threat of violence that would harm WebMD, (iii) a material breach of WebMD’s policies, the employment agreement, or the Trade Secret and Proprietary Information Agreement (as described below), that remains unremedied after 30 days’ written notice, or (iv) conviction of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude; and (b) “Good Reason” includes any of the following conditions or events remaining in effect after 30 days’ written notice: (i) a reduction in base salary, (ii) a material reduction in authority, or (iii) any material breach of the employment agreement by WebMD.
 
  •  The employment agreement and the Trade Secret and Proprietary Information Agreement described below are governed by the laws of the State of New York.
 
Mr. Gattinella is also a party to a related Trade Secret and Proprietary Information Agreement that contains confidentiality obligations that survive indefinitely. The agreement also includes non-solicitation provisions that prohibit Mr. Gattinella from hiring WebMD’s employees or soliciting any of WebMD’s clients or customers that he had a relationship with during the time he was employed by WebMD, and non-competition provisions that prohibit Mr. Gattinella from being involved in a business that competes with WebMD’s business or that competes with any other business engaged in by any affiliates of WebMD if he is directly involved in such business. The non-solicitation and non-competition obligations end on the first anniversary of the date his employment has ceased.
 
Wayne
T. Gattinella


 



We are party to an employment agreement, dated as of
April 28, 2005, with Wayne Gattinella, who serves as our
CEO and President. The following is a description of
Mr. Gattinella’s employment agreement:


 
















  • 
Mr. Gattinella currently receives an annual base salary of
$560,000 and is eligible to earn a bonus of up to 100% of his
base salary. For 2007, Mr. Gattinella received an annual
bonus of $135,000, determined by the Compensation Committee of
our Board in its discretion (and ratified by HLTH’s
Compensation Committee). In addition, the Compensation Committee
approved an SBP Award of $135,000 with respect to
Mr. Gattinella. See “Compensation Discussion and
Analysis — Use of Specific Types of Compensation in
2007 — Annual Cash Bonuses” and
“— Supplemental Bonus Program (SBP)” above.
With respect to subsequent years, the employment agreement
provides that achievement of 50% of Mr. Gattinella’s
bonus will be based upon WebMD’s attainment of corporate
financial and strategic goals to be established by the
Compensation Committee, with the financial goals generally
related to revenue
and/or other
measures of operating results, and achievement of the remaining
50% of Mr. Gattinella’s bonus will be based on
performance goals to be established by the Compensation
Committee. For information regarding Mr. Gattinella’s
equity compensation, see the “Executive Compensation
Tables” above.





29




Table of Contents





 














































  • 
In the event of the termination of Mr. Gattinella’s
employment, prior to April 30, 2009, by WebMD without
“Cause” or by Mr. Gattinella for “Good
Reason” (as those terms are described below), he would be
entitled to continue to receive his base salary for one year
from the date of termination, to receive any unpaid bonus for
the year preceding the year in which the termination occurs, and
to receive healthcare coverage until the earlier of one year
following his termination and the date upon which he receives
comparable coverage under another plan. Amounts with respect to
Mr. Gattinella’s SBP Award are payable only in
accordance with the terms of the Supplemental Bonus Program
Trust (see “Compensation Discussion and
Analysis — Use of Specific Types of Compensation in
2007 — Annual Cash Bonuses” and
“— Supplemental Bonus Program (SBP)” above).
In the event that a termination of Mr. Gattinella’s
employment by WebMD without Cause or by Mr. Gattinella for
Good Reason occurs before the fourth anniversary of the grant of
the options to purchase WebMD Class A Common Stock, 25% of
such options would continue to vest on the next vesting date
following the date of termination.
 
  • 
In the event of a “Change in Control” of WebMD (as
that term is described below), the unvested portion of the
options to purchase WebMD Class A Common Stock would
continue to vest until the next scheduled vesting date following
the Change in Control. The continued vesting applies only if
Mr. Gattinella remains employed until six months following
such Change in Control or is terminated by our successor without
Cause or he resigns for Good Reason during such six-month
period. For purposes of the employment agreement, a “Change
in Control” would occur when: (i) a person, entity or
group acquires more than 50% of the voting power of WebMD,
(ii) there is a reorganization, merger or consolidation or
sale involving all or substantially all of WebMD’s assets,
or (iii) there is a complete liquidation or dissolution of
WebMD.
 
  • 
For purposes of the employment agreement:
(a) “Cause” includes (i) continued willful
failure to perform duties after 30 days’ written
notice, (ii) willful misconduct or violence or threat of
violence that would harm WebMD, (iii) a material breach of
WebMD’s policies, the employment agreement, or the Trade
Secret and Proprietary Information Agreement (as described
below), that remains unremedied after 30 days’ written
notice, or (iv) conviction of a felony in respect of a
dishonest or fraudulent act or other crime of moral turpitude;
and (b) “Good Reason” includes any of the
following conditions or events remaining in effect after
30 days’ written notice: (i) a reduction in base
salary, (ii) a material reduction in authority, or
(iii) any material breach of the employment agreement by
WebMD.
 
  • 
The employment agreement and the Trade Secret and Proprietary
Information Agreement described below are governed by the laws
of the State of New York.


 



Mr. Gattinella is also a party to a related Trade Secret
and Proprietary Information Agreement that contains
confidentiality obligations that survive indefinitely. The
agreement also includes non-solicitation provisions that
prohibit Mr. Gattinella from hiring WebMD’s employees
or soliciting any of WebMD’s clients or customers that he
had a relationship with during the time he was employed by
WebMD, and non-competition provisions that prohibit
Mr. Gattinella from being involved in a business that
competes with WebMD’s business or that competes with any
other business engaged in by any affiliates of WebMD if he is
directly involved in such business. The non-solicitation and
non-competition obligations end on the first anniversary of the
date his employment has ceased.


 




This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007.
Wayne T. Gattinella
 
We are party to an employment agreement, dated as of April 28, 2005, with Wayne Gattinella, who serves as our CEO and President. The following is a description of Mr. Gattinella’s employment agreement:
 
  •  Mr. Gattinella currently receives an annual base salary of $560,000 and is eligible to earn a bonus of up to 100% of his base salary. For 2006, Mr. Gattinella received a bonus of $340,000, determined by the Compensation Committee of our Board in its discretion (and ratified by HLTH’s Compensation Committee), based on both his own and WebMD’s performance. With respect to subsequent years, the employment agreement provides that achievement of 50% of Mr. Gattinella’s bonus will be based upon WebMD’s attainment of corporate financial and strategic goals to be established by the Compensation Committee, with the financial goals generally related to revenue and/or other measures of operating results, and achievement of the remaining 50% of Mr. Gattinella’s bonus will be based on performance goals to be established by the Compensation Committee. For information regarding Mr. Gattinella’s equity compensation, see the “Executive Compensation Tables” above.
 
  •  In the event of the termination of Mr. Gattinella’s employment, prior to April 30, 2009, by WebMD without “Cause” or by Mr. Gattinella for “Good Reason” (as those terms are described below), he would be entitled to continue to receive his base salary for one year from the date of termination, to receive any unpaid bonus for the year preceding the year in which the termination occurs, and to receive healthcare coverage until the earlier of one year following his termination and the date upon which he receives comparable coverage under another plan. In the event that a termination of Mr. Gattinella’s employment by WebMD without Cause or by Mr. Gattinella for Good Reason occurs before the fourth anniversary of the grant of the options to purchase WebMD Class A Common Stock, 25% of such options would continue to vest on the next vesting date following the date of termination.
 
  •  In the event of a “Change in Control” of WebMD (as that term is described below), the unvested portion of the options to purchase WebMD Class A Common Stock would continue to vest until the later of (1) two years from the date of grant and (2) the next scheduled vesting date following the Change in Control. The continued vesting applies only if Mr. Gattinella remains employed until six months following such Change in Control or is terminated by our successor without Cause or he resigns for Good Reason during such six-month period. For purposes of the employment agreement, a “Change in Control” would occur when: (i) a person, entity or group acquires more than 50% of the voting power of WebMD, (ii) there is a reorganization, merger or consolidation or sale involving all or substantially all of WebMD’s assets, or (iii) there is a complete liquidation or dissolution of WebMD.
 
  •  For purposes of the employment agreement, (a) “Cause” includes (i) continued willful failure to perform duties after 30 days’ written notice, (ii) willful misconduct or violence or threat of violence that would harm WebMD, (iii) a material breach of WebMD’s policies, the employment agreement, or the Trade Secret and Proprietary Information Agreement (as described below), that remains unremedied after 30 days’ written notice, or (iv) conviction of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude; and (b) “Good Reason” includes any of the following conditions or events remaining in effect after 30 days’ written notice: (i) a reduction in base salary, (ii) a material reduction in authority, or (iii) any material breach of the employment agreement by WebMD.


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  •  The employment agreement and the Trade Secret and Proprietary Information Agreement described below are governed by the laws of the State of New York.
 
Mr. Gattinella is also a party to a related Trade Secret and Proprietary Information Agreement that contains confidentiality obligations that survive indefinitely. The agreement also includes non-solicitation provisions that prohibit Mr. Gattinella from hiring WebMD’s employees or soliciting any of WebMD’s clients or customers that he had a relationship with during the time he was employed by WebMD, and non-competition provisions that prohibit Mr. Gattinella from being involved in a business that competes with WebMD’s business or that competes with any other business engaged in by any affiliates of WebMD if he is directly involved in such business. The non-solicitation and non-competition obligations end on the first anniversary of the date his employment has ceased.
 
This excerpt taken from the WBMD 10-K filed Apr 30, 2007.
Wayne T. Gattinella
 
We are party to an employment agreement, dated as of April 28, 2005, with Wayne Gattinella, who serves as our CEO and President. The following is a description of Mr. Gattinella’s employment agreement:
 
  •  Mr. Gattinella currently receives an annual base salary of $560,000 and is eligible to earn a bonus of up to 100% of his base salary. For 2006, Mr. Gattinella received a bonus of $340,000, determined by the Compensation Committee of our Board in its discretion (and ratified by Emdeon’s Compensation Committee), based on both his own and WebMD’s performance. With respect to subsequent years, the employment agreement provides that achievement of 50% of Mr. Gattinella’s bonus will be based upon WebMD’s attainment of corporate financial and strategic goals to be established by the Compensation Committee, with the financial goals generally related to revenue and/or other measures of operating results, and achievement of the remaining 50% of Mr. Gattinella’s bonus will be based on performance goals to be established by the Compensation Committee. For information regarding Mr. Gattinella’s equity compensation, see the “Executive Compensation Tables” above.
 
  •  In the event of the termination of Mr. Gattinella’s employment, prior to April 30, 2009, by WebMD without “Cause” or by Mr. Gattinella for “Good Reason” (as those terms are described below), he would be entitled to continue to receive his base salary for one year from the date of termination, to


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  receive any unpaid bonus for the year preceding the year in which the termination occurs, and to receive healthcare coverage until the earlier of one year following his termination and the date upon which he receives comparable coverage under another plan. In the event that a termination of Mr. Gattinella’s employment by WebMD without Cause or by Mr. Gattinella for Good Reason occurs before the fourth anniversary of the grant of the options to purchase WebMD Class A Common Stock, 25% of such options would continue to vest on the next vesting date following the date of termination.
 
  •  In the event of a “Change in Control” of WebMD (as that term is described below), the unvested portion of the options to purchase WebMD Class A Common Stock would continue to vest until the later of (1) two years from the date of grant and (2) the next scheduled vesting date following the Change in Control. The continued vesting applies only if Mr. Gattinella remains employed until six months following such Change in Control or is terminated by our successor without Cause or he resigns for Good Reason during such six-month period. For purposes of the employment agreement, a “Change in Control” would occur when: (i) a person, entity or group acquires more than 50% of the voting power of WebMD, (ii) there is a reorganization, merger or consolidation or sale involving all or substantially all of WebMD’s assets, or (iii) there is a complete liquidation or dissolution of WebMD.
 
  •  For purposes of the employment agreement, (a) “Cause” includes (i) continued willful failure to perform duties after 30 days’ written notice, (ii) willful misconduct or violence or threat of violence that would harm WebMD, (iii) a material breach of WebMD’s policies, the employment agreement, or the Trade Secret and Proprietary Information Agreement (as described below), that remains unremedied after 30 days’ written notice, or (iv) conviction of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude; and (b) “Good Reason” includes any of the following conditions or events remaining in effect after 30 days’ written notice: (i) a reduction in base salary, (ii) a material reduction in authority, or (iii) any material breach of the employment agreement by WebMD.
 
  •  The employment agreement and the Trade Secret and Proprietary Information Agreement described below are governed by the laws of the State of New York.
 
Mr. Gattinella is also a party to a related Trade Secret and Proprietary Information Agreement that contains confidentiality obligations that survive indefinitely. The agreement also includes non-solicitation provisions that prohibit Mr. Gattinella from hiring WebMD’s employees or soliciting any of WebMD’s clients or customers that he had a relationship with during the time he was employed by WebMD, and non-competition provisions that prohibit Mr. Gattinella from being involved in a business that competes with WebMD’s business or that competes with any other business engaged in by any affiliates of WebMD if he is directly involved in such business. The non-solicitation and non-competition obligations end on the first anniversary of the date his employment has ceased.
 

EXCERPTS ON THIS PAGE:

10-K (2 sections)
Apr 30, 2009
DEF 14A
Nov 5, 2008
10-K (2 sections)
Apr 29, 2008
DEF 14A
Aug 14, 2007
10-K
Apr 30, 2007

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