AMENDMENT NO. 1 TO THE WEBMD, LLC SUPPLEMENTAL BONUS PROGRAM TRUST AGREEMENT
Exhibit 10.58
CONFORMED COPY
THIS AMENDMENT is made to be effective as of March 30, 2009:
WHEREAS, WebMD, LLC (the “Company”), a wholly-owned subsidiary of WebMD Health Corp., and
Xxxxx Xxxxxxx (the “Trustee”) are parties to the WebMD, LLC Supplemental Bonus Program Trust
Agreement (as Amended and Restated Effective as of March 15, 2008) (the “Trust Agreement”);
WHEREAS, due to organizational changes, the Company is being changed from WebMD, LLC to WebMD
Health Corp.;
WHEREAS, for the supplemental bonus program for 2008, Section 3.02(b) is being amended; and
WHEREAS, the Governing Committee has been delegated the right to amend the Trust Agreement on
behalf of the Company from time to time.
NOW, THEREFORE, the Trust Agreement is hereby amended as follows:
1.
All references to “WebMD, LLC” shall be changed and deemed to refer to “WebMD Health Corp.”
(unless the applicable context clearly requires otherwise). Further, all references to “WebMD, LLC
Supplemental Bonus Program Trust Agreement” shall be changed and deemed to refer to “WebMD Health
Corp. Supplemental Bonus Program Trust Agreement”.
2.
Section 3.02(b) of the Trust Agreement is hereby amended in its entirety to read as follows:
“(b) Upon a Participant’s Termination of Employment prior to the Participant Bonus
Determination Date, he or she shall forfeit all rights to any portion of his or her Bonus; provided
however that if a Participant (i) dies or (ii) the Administrative Committee determines that a
Participant’s Termination of Employment is (A) a result of a Disability or (B) a result of the sale
of the Subsidiary or Division by which he or she is employed, then such Participant shall be
entitled to his or her Bonus, which shall be paid within 2-1/2 months following the date of his or
her Termination of Employment. In
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addition, in the event of a Participant’s Termination of Employment as part of a reduction in force
or due to the elimination of the Participant’s position, the Governing Committee shall have the
authority, in its discretion, to determine that the Bonus will not be forfeited, in which case, the
Participant shall be entitled to his or her Bonus, which shall be paid within 2-1/2 months
following the date of his or her Termination of Employment. The amount of any Bonus payable under
this Section 3.02(b) shall be the amount set forth on the 2007 Participant List, and will not be
adjusted to reflect any reallocation of amounts credited to the Income Expense Account or the
Forfeiture Account.”
3.
Except as provided herein, the provisions of the Trust Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment to be effective
as of the day and year first written above.
TRUSTEE
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GOVERNING COMMITTEE | |||||
/s/ Xxxxx Xxxxxxx
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/s/ Xxxxx Xxxxxxxxxx
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| /s/ Xxxxxxx Xxxxx
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