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WBMD > SEC Filings for WBMD > Form 8-K on 16-Nov-2012All Recent SEC Filings

Show all filings for WEBMD HEALTH CORP.



Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 14, 2012, the Compensation Committee of the Board of Directors of WebMD Health Corp. approved the following grants of options to purchase WebMD Common Stock to executive officers of WebMD:

                                                             Number of Shares
     Executive Officer                Title                    Option Grant
     Michael Glick       Executive Vice President and
                         Co-General Counsel                             50,000
     William Pence       Executive Vice President, Chief
                         Operating Officer and Chief
                         Technology Officer                             80,000
     Douglas Wamsley     Executive Vice President,
                         Co-General Counsel and Secretary               50,000
     Steven Zatz, M.D.   Executive Vice President -
                         Professional Services                          80,000

The options were granted under WebMD's Amended and Restated 2005 Long-Term Incentive Plan (which we refer to as the 2005 Plan). The following terms apply to the grants:

The options were granted with an exercise price of $13.15 per share, the closing price of WebMD Common Stock on November 14, 2012, the date of grant.

The options are scheduled to vest over a two year period, with 50% scheduled to vest on each of the first and second anniversaries of the date of grant.

The options are scheduled to expire on the tenth anniversary of the date of grant.

If the executive is terminated "without cause" or resigns for "good reason" (as those terms are defined in the employment agreement between the executive and WebMD) within 12 months after a "Change of Control" of WebMD (as defined in the 2005 Plan), the options granted to him would remain outstanding and continue to vest during the one-year period following such termination.

Pursuant to General Instruction B.3 of Form 8-K, the description of the 2005 Plan contained in the Proxy Statement filed by WebMD on June 18, 2012 (under the heading "Proposal 3 - Amendment to the Amended and Restated 2005 Long-Term Incentive Plan - Summary of the 2005 Plan") is incorporated by reference into this Current Report to the extent required by Item 5.02 of Form 8-K.

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