exv10w71






Exhibit 10.71




CONFORMED COPY




WEBMD HEALTH CORP.




RESTRICTED STOCK AGREEMENT



     THIS RESTRICTED STOCK AGREEMENT is made effective as of November 3, 2009 (the “Grant Date”),
by and between WebMD Health Corp., a Delaware corporation (the “Company”), and Anthony
Vuolo (the “Holder”):



     WHEREAS, the Compensation Committee of the Company’s Board of Directors or its designee has
determined that it would be to the advantage and in the best interest of the Company and its
stockholders to enter into this Restricted Stock Agreement (the “Agreement”) pursuant to
the Company’s Amended and Restated 2005 Long-Term Incentive Plan, (the “Plan”; all
capitalized terms used herein without definition shall have the meaning ascribed to such terms in
the Plan) to assign certain shares of Common Stock of the Company subject to certain restrictions
thereon (hereinafter referred to as the “Restricted Stock”) to the Holder in consideration
of services to be rendered and as an incentive for the Holder’s best performance of future services
to Company and its Subsidiaries, subject to the restrictions set forth herein.



     NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree
as follows:



ARTICLE I.

AWARD OF RESTRICTED STOCK




     Section 1.1 Award of Restricted Stock.



          In consideration of Holder’s services and for other good and valuable consideration which the
Committee has determined, the Company hereby awards and assigns to the Holder, on the Grant Date,
44,000 shares of Restricted Stock. The Restricted Stock is awarded under and subject to the terms
and conditions of the Plan.




     Section 1.2 Not a Contract of Employment.



          Nothing in this Agreement shall confer upon the Holder any right to continue in the employ or
service of the Company or any Affiliate, or shall interfere with or restrict in any way any
otherwise existing rights of the Company and any Affiliate, which are hereby expressly reserved, to
discharge the Holder at any time for any reason whatsoever, with or without Cause.




     Section 1.3 Covenants.



 









 





          This grant of Restricted Stock is additional consideration for the covenants set forth in
Section 6 of the Employment Agreement dated as of July 14, 2005, as amended (the “Employment
Agreement”). In the event that the Holder breaches any such restrictive covenants, in addition to
any other remedy available to the Company, any shares of Restricted Stock will be immediately
forfeited without any notice or consideration being paid therefor and the Company shall be entitled
to recoup income realized upon the prior vesting of shares of Restricted Stock granted hereunder.




ARTICLE II.

RESTRICTIONS




     Section 2.1 Definition.



          “Restrictions” shall mean the restrictions on sale or other transfer set forth in
Section 3.1, the exposure to forfeiture set forth in Section 2.2 and the vesting set forth in
Section 2.3.




     Section 2.2 Forfeiture.



          Any share of Restricted Stock that is not vested pursuant to Section 2.3 upon the termination
of employment of the Holder, for any reason other than as a result of death or Disability or as set
forth in Section 2.3(b), shall thereupon be forfeited to the Company without payment. In the event
of the termination of the Holder’s employment as a result of the death or Disability of the Holder,
all Restrictions shall lapse as of the date of termination.




     Section 2.3 Vesting and Lapse of Restrictions.



          (a) Subject to Sections 2.2, 2.4 and 2.6, each share of Restricted Stock shall not be
transferable until such share becomes vested. Twenty five percent (25%) of the shares of
Restricted Stock shall vest, and the Restriction on such shares shall lapse, annually on each of
the first, second, third and fourth anniversaries of the Grant Date; provided,
however, that if a vesting date shall fall on a date which is during a black-out period
with respect to the Common Stock to which Holder is subject, such vesting date shall be delayed
until the first day after the expiration of such black-out period.




          (b) In the event of the termination of Holder’s employment by the Company without Cause or by
the Holder for Good Reason (as such terms are defined in the Employment Agreement, provided that a
reduction in title or responsibilities shall not be an event of Good Reason for this purpose) in
each case following a Change of Control, any remaining unvested shares of Restricted Stock, will be
deemed fully vested, and the Restrictions thereon shall lapse, as of the date of such termination,
so long as the Holder executes and does not revoke the acknowledgment described in Section 5.4 of
the Employment Agreement. In addition, the Holder may voluntarily resign at any time after 12
months following a Change of Control and any remaining unvested shares of Restricted Stock will
vest, and the Restrictions thereon shall lapse, on the date of such resignation so long as the
Holder executes and does not revoke the acknowledgment described in Section 5.4 of the Employment
Agreement.







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     Section 2.4
Legend.



          Certificates representing shares of Restricted Stock assigned pursuant to this Agreement
shall, until all Restrictions lapse or shall have been removed and new certificates are assigned
pursuant to Section 2.5, be held by the Company and bear the following legend:





“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
VESTING REQUIREMENTS UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK
AGREEMENT BY AND BETWEEN WEBMD HEALTH CORP. (THE “COMPANY”) AND THE
REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY
OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT
PURSUANT TO THE PROVISIONS OF SUCH AGREEMENT.”



     Section 2.5 Assignment of Certificates for Vested Shares.



          Upon the vesting of the shares of Restricted Stock as provided in Section 2.3 and subject to
Section 3.3, the Company shall cause new certificates to be assigned with respect to such vested
shares and delivered to the Holder or Holder’s legal representative, free from any Restrictions and
free from the legend provided for in Section 2.4; provided, that such shares shall remain
subject to applicable securities laws and the Company’s employee trading policy. Such vested
shares shall cease to be considered Restricted Stock subject to the terms and conditions of this
Agreement and shall be shares of Common Stock of the Company free of all Restrictions (other than
any applicable securities law restrictions or any restrictions imposed by the Company’s employee
trading policy).




     Section 2.6 Restrictions On New Shares.



          In the event that the Holder receives any new or additional or different shares or securities
by reason of any transaction or event described in Section 15.1 of the Plan, such new or additional
or different shares or securities which are attributable to the Holder in Holder’s capacity as the
registered owner of the Restricted Stock then subject to Restrictions, shall be considered to be
Restricted Stock and shall be subject to all of the Restrictions, unless the Committee provides,
for the removal or lapse of the Restrictions on the shares of Restricted Stock underlying the
distribution of the new or additional shares or securities.




ARTICLE III.

MISCELLANEOUS




     Section 3.1 Restricted Stock Not Transferable.



          No Restricted Stock or any interest or right therein or part thereof shall be liable for the
debts, contracts or engagements of the Holder or Holder’s successors in interest or shall






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be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be voluntary or involuntary or by operation
of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and void and of no
effect.




     Section 3.2 Conditions to Delivery of Stock Certificates.



          The Company shall not be required to deliver any certificate or certificates for shares of
stock pursuant to this Agreement prior to fulfillment of all of the following conditions:




          (a) The obtaining of any approval or other clearance from any state or federal governmental
agency which the Committee shall, in its sole discretion, determine to be necessary or advisable;
and




          (b) The payment by the Holder of all amounts required to be withheld, under federal, state and
local (or applicable foreign) tax laws, with respect to the issuance and/or the lapse or removal of
any of the Restrictions which may be paid either by the Holder or by the Company withholding that
number of shares of Common Stock with a Fair Market Value equal to the minimum tax withholding
obligation in accordance with procedures established by the Company; and




          (c) The lapse of such reasonable period of time as the Committee may from time to time
establish for reasons of administrative convenience.




          In addition, the Company may, at its sole election, cancel the Common Stock underlying the
Restricted Stock in the event the Holder fails to satisfy the applicable tax withholdings within 45
days of the applicable vesting date.




     Section 3.3 Physical Custody.



          The Secretary of the Company or such other representative as the Committee may appoint shall
retain physical custody of each certificate representing Restricted Stock until all of the
Restrictions imposed under this Agreement with respect to the shares evidenced by such certificate
expire or shall have been removed; provided, however, that in no event shall the
Holder retain physical custody of any certificates representing unvested Restricted Stock assigned
to Holder.




     Section 3.4 Notices.



          Any notice required by this Agreement will be deemed provided and delivered to the intended
recipient when (i) delivered in person by hand or, in accordance with applicable law, via the
Company’s e-mail or intranet site; or (ii) three days after being sent via U.S. certified mail,
return receipt requested; or (iii) the day after being sent via overnight courier, in each case
provided such notice is properly addressed to the following address and enclosed in a properly
sealed envelope or wrapper, and with all postage and similar fees having been paid in advance.







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	          If to the Company:	 	WebMD Health Corp.

111 Eighth Avenue

New York, NY 10011





          And if to the Holder: To the address specified in the Company’s
payroll records.




          By a notice given pursuant to this Section 3.4, either party may hereafter designate a
different address for notices to be given. Any notice which is required to be given to the Holder
shall, if the Holder is then deceased, be given to the Holder’s personal representative if such
representative has previously informed the Company of representative’s status and address by
written notice under this Section 3.4.




     Section 3.5 Rights as Stockholder.



          Except as otherwise provided herein, upon delivery of the shares of Restricted Stock to the
representative pursuant to Section 3.3, the Holder shall have, unless otherwise provided by the
Committee, all the rights of a stockholder with respect to said shares, including the right to vote
and the right to receive all dividends and other distributions paid or made with respect to the
shares; provided, however, that any dividends or extraordinary distributions with
respect to the Restricted Stock shall be subject to the same Restrictions that apply to the
corresponding shares of Restricted Stock and such Restrictions will only lapse if, and to the
extent that, the Restrictions on the corresponding shares of Restricted Stock lapse.




     Section 3.6 Withholding Tax.



          The Holder agrees that, in the event of the issuance of the Restricted Stock or the expiration
of Restrictions thereon results in the Holder’s realization of income which for federal, state or
local income tax purposes is, in the opinion for the Company, subject to withholding of tax at
source by the Company, the Holder will pay to the Company an amount equal to such withholding tax
prior to the Company’s delivery of the Certificate or the Company shall withhold that number of
Shares of Common Stock with a Fair Market Value equal to the minimum tax withholding obligation.




     Section 3.7 Titles.



          Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.




     Section 3.8 Conformity to Securities Laws.



          The Holder acknowledges that this Agreement is intended to conform to the extent necessary
with all provisions of all applicable federal and state (and applicable foreign) laws, rules and
regulations (including but not limited to, the 1933 Act and the 1934 Act) and to such approvals by
any listing, regulatory or other governmental authority as may, in the opinion of counsel for the
Company, be necessary or advisable in connection therewith. Notwithstanding anything herein to the
contrary, this Agreement shall be administered, and the Restricted Stock shall be assigned, only in
such a manner as to conform to such laws, rules and regulations






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including, without limitation, Rule 16b-3. To the extent permitted by applicable law, this
Agreement and the Restricted Stock assigned hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.




     Section 3.9 Amendment.



          This Agreement may be amended without the consent of the Holder provided that such amendment
would not impair any rights of the Holder under this Agreement. No amendment of this Agreement
shall, without the consent of the Holder, impair any rights of the Holder under this Agreement.




     Section 3.10 Governing Law.



          The laws of the State of Delaware shall govern the interpretation, validity, administration,
enforcement and performance of the terms of this Agreement regardless of the law that might be
applied under principles of conflicts of laws.




     Section 3.11 Section 83(b) Election.



          If, within 30 days of the Grant Date, a Holder makes an election under Section 83(b) of the
Code, or any successor section thereto, to be taxed with respect to all or any portion of the
Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or
dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder
shall deliver a copy of such election to the Company immediately after filing such election with
the Internal Revenue Service.




     Section 3.12 Set-off



          If at any time the Holder is indebted to the Company or any Affiliate, the Company may in its
discretion withhold shares of Common Stock issuable to the Holder following the lapse of
Restrictions having a Fair Market Value up to the amount of such indebtedness. The Holder
acknowledges that this Award is additional collateral and subject to the terms of any loan
arrangement or advance made by the Company (or an Affiliate thereof) to the Holder.




     Section 3.13 The Plan



          The Plan is incorporated in this Agreement by reference and together with this Agreement sets
forth the terms and conditions of the Restricted Stock. In the event of any conflict or
inconsistency between the Plan and this Agreement, the Plan shall govern and this Agreement shall
be interpreted to minimize or eliminate any such conflict or inconsistency.







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          IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.




	 	 	 	 	 	 	 
	 	 	WEBMD HEALTH CORP.,
	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anne Smith
 

	 	 
	 

	 	Its:
	 	Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	HOLDER:
	 
	 	 	 	 	 	 
	 	 	/s/ Anthony Vuolo
	 	 	   
	 	 	Anthony Vuolo






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ELECTION UNDER SECTION 83(b)




OF THE INTERNAL REVENUE CODE OF 1986



          The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code
of 1986, as amended, to include in gross income for 2009 the amount of any compensation taxable in
connection with the taxpayer’s receipt of the property described below:




          1. The name, address, taxpayer identification number and taxable year of the undersigned are:




	 	 	 	 	 
	TAXPAYER’S NAME:
	 	 	 	 
	 

	 	 

	 	 
	SPOUSE’S NAME:
	 	 	 	 
	 

	 	 

	 	 
	TAXPAYER’S SOCIAL SECURITY NO.:
	 	 	 	 
	 

	 	 

	 	 
	SPOUSE’S SOCIAL SECURITY NO.:
	 	 	 	 
	 

	 	 

	 	 
	TAXABLE YEAR:

	 	Calendar Year 2009	 	 
	 

	 	 	 	 
	ADDRESS:
	 	 	 	 
	 

	 	 

	 	 






          2.
The property which is the subject of this election is                      shares of common stock
of WebMD Health Corp.




          3. The property was transferred to the undersigned on November 3, 2009.




          4. The property is subject to the following restrictions: The shares of common stock are
subject to forfeiture if unvested as of the date of termination of employment and are
nontransferable until vested.




          5. The fair market value of the property at the time of transfer (determined without regard to
any restriction other than a restriction which by its terms will never lapse) is: $34.26 per share
x
                     shares = $                    .




          6.
The undersigned paid $0.00 per share x                      shares for the property transferred or a
total of $0.00.




          The undersigned has submitted a copy of this statement to the person for whom the services
were performed in connection with the undersigned’s receipt of the above-described property. The
undersigned taxpayer is the person performing the services in connection with the transfer of said
property.






 









 








          The undersigned will file this election with the Internal Revenue Service office to which s/he
files her/his annual income tax return not later than 30 days after the date of transfer of the
property. A copy of the election also will be furnished to the person for whom the services were
performed. Additionally, the undersigned will include a copy of the election with her/his income
tax return for the taxable year in which the property is transferred. The undersigned understands
that this election will also be effective as an election under Utah law.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Taxpayer
	 	 





The undersigned spouse of taxpayer joins in this election.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Spouse of Taxpayer
	 	 







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