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WBMD » Topics » William Pence

These excerpts taken from the WBMD 10-K filed Apr 30, 2009.
William Pence
 
We are party to an employment agreement with William Pence, dated October 1, 2007, entered into at the time he was hired as the Executive Vice President and Chief Technology Officer of WebMD, and amended in December 2008. The December 2008 amendment 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 following is a description of Dr. Pence’s employment agreement, as amended:
 
  •  Under his employment agreement, Dr. Pence’s annual base salary is $375,000 and he is eligible for an annual bonus, the target of which is 35% of his base salary, the actual amount to be determined by the Compensation Committee of our Board in its discretion. For 2008, Dr. Pence received an annual bonus of $55,000, determined by the Compensation Committee of our Board in its discretion. In addition, the Compensation Committee approved an SBP Award of $55,000 with respect to Dr. Pence. 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 Dr. Pence’s equity compensation, see the “Executive Compensation Tables” above.
 
  •  In the event of the termination of Dr. Pence’s employment prior to November 1, 2011, by WebMD without “Cause” or by Dr. Pence 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 the employer portion of COBRA premiums 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 Dr. Pence’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 addition, in the event that a termination of Dr. Pence’s employment by WebMD without Cause or by Dr. Pence for Good Reason occurs before the fourth anniversary of his hire date, 25% of his new hire option to purchase WebMD Class A Common Stock 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 such term is defined in the 2005 Plan) and his subsequent termination by WebMD without Cause or by him for Good Reason within 12 months following such Change in Control, the unvested portion of his new hire option to purchase WebMD Class A Common Stock would continue to vest through the second vesting date following such termination and 25% of the restricted shares of WebMD Class A Common Stock granted to him on November 1, 2007 would continue to vest as though he were an employee of WebMD through the next vesting date following the date of termination.
 
  •  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.
 
  •  “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


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  material WebMD policy, 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.
 
  •  “Good Reason” means Dr. Pence’s resignation of employment within 1 year of the occurrence of any of the following conditions or events: (i) a material reduction in base salary, (ii) a material reduction in authority, or (iii) any material breach of the employment agreement by WebMD; provided that Dr. Pence has provided written notice to WebMD within 90 days after the occurrence of such condition or event claimed to be Good Reason and WebMD has failed to remedy such condition or event within 30 days of receipt of such written notice.
 
  •  The employment agreement and the Trade Secret and Proprietary Information Agreement described below are governed by the laws of the State of New York.
 
Dr. Pence 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 him from hiring WebMD’s employees or soliciting any of WebMD’s clients or customers with whom he had a relationship during the time he was employed by WebMD, and non-competition provisions that prohibit him 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 ceases. The post-employment payments and benefits due to Dr. Pence are subject to his continued compliance with these covenants.
 
William
Pence


 



We are party to an employment agreement with William Pence,
dated October 1, 2007, entered into at the time he was
hired as the Executive Vice President and Chief Technology
Officer of WebMD, and amended in December 2008. The December
2008 amendment 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 following is a description of Dr. Pence’s
employment agreement, as amended:


 














































  • 
Under his employment agreement, Dr. Pence’s annual
base salary is $375,000 and he is eligible for an annual bonus,
the target of which is 35% of his base salary, the actual amount
to be determined by the Compensation Committee of our Board in
its discretion. For 2008, Dr. Pence received an annual
bonus of $55,000, determined by the Compensation Committee of
our Board in its discretion. In addition, the Compensation
Committee approved an SBP Award of $55,000 with respect to
Dr. Pence. 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
Dr. Pence’s equity compensation, see the
“Executive Compensation Tables” above.
 
  • 
In the event of the termination of Dr. Pence’s
employment prior to November 1, 2011, by WebMD without
“Cause” or by Dr. Pence 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 the employer portion of COBRA premiums 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 Dr. Pence’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 addition, in the event that a termination of
Dr. Pence’s employment by WebMD without Cause or by
Dr. Pence for Good Reason occurs before the fourth
anniversary of his hire date, 25% of his new hire option to
purchase WebMD Class A Common Stock 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
such term is defined in the 2005 Plan) and his subsequent
termination by WebMD without Cause or by him for Good Reason
within 12 months following such Change in Control, the
unvested portion of his new hire option to purchase WebMD
Class A Common Stock would continue to vest through the
second vesting date following such termination and 25% of the
restricted shares of WebMD Class A Common Stock granted to
him on November 1, 2007 would continue to vest as though he
were an employee of WebMD through the next vesting date
following the date of termination.
 
  • 
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.
 
  • 
“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





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material WebMD policy, 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.


 
















  • 
“Good Reason” means Dr. Pence’s resignation
of employment within 1 year of the occurrence of any of the
following conditions or events: (i) a material reduction in
base salary, (ii) a material reduction in authority, or
(iii) any material breach of the employment agreement by
WebMD; provided that Dr. Pence has provided written notice
to WebMD within 90 days after the occurrence of such
condition or event claimed to be Good Reason and WebMD has
failed to remedy such condition or event within 30 days of
receipt of such written notice.


 
















  • 
The employment agreement and the Trade Secret and Proprietary
Information Agreement described below are governed by the laws
of the State of New York.


 



Dr. Pence 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 him from
hiring WebMD’s employees or soliciting any of WebMD’s
clients or customers with whom he had a relationship during the
time he was employed by WebMD, and non-competition provisions
that prohibit him 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 ceases. The post-employment payments and
benefits due to Dr. Pence are subject to his continued
compliance with these covenants.


 




EXCERPTS ON THIS PAGE:

10-K (2 sections)
Apr 30, 2009

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