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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/18 Teladoc Health, Inc. 10-K 12/31/17 103:13M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.65M
2: EX-10.12 Material Contract HTML 93K
3: EX-10.13 Material Contract HTML 36K
4: EX-10.7 Material Contract HTML 43K
5: EX-10.8 Material Contract HTML 52K
6: EX-21 Subsidiaries List HTML 31K
7: EX-23.1 Consent of Experts or Counsel HTML 28K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 30K
18: R1 Document and Entity Information HTML 55K
19: R2 Consolidated Balance Sheets HTML 102K
20: R3 Consolidated Balance Sheets (Parenthetical) HTML 39K
21: R4 Consolidated Statements of Operations HTML 83K
22: R5 Consolidated Statements of Comprehensive Loss HTML 46K
23: R6 Consolidated Statements of Stockholders' Equity HTML 108K
(Deficit)
24: R7 Consolidated Statements of Stockholders' Equity HTML 27K
(Deficit) Parenthetical
25: R8 Consolidated Statements of Cash Flows HTML 125K
26: R9 Organization and Description of Business HTML 36K
27: R10 Summary of Significant Accounting Policies HTML 93K
28: R11 Fair Value Measurements HTML 94K
29: R12 Business Acquisitions HTML 108K
30: R13 Property and Equipment, Net HTML 56K
31: R14 Intangible Assets, Net HTML 142K
32: R15 Goodwill HTML 47K
33: R16 Accrued Expenses and Other Current Liabilities HTML 66K
34: R17 Long Term Bank and Other Debt HTML 63K
35: R18 Convertible Senior Notes HTML 65K
36: R19 Leases and Contractual Obligations HTML 50K
37: R20 Common Stock and Stockholders' Equity HTML 221K
38: R21 Income Taxes HTML 227K
39: R22 Net Loss per Share HTML 58K
40: R23 Quarterly Statement of Operations HTML 254K
41: R24 401(k) Plan HTML 30K
42: R25 Legal Matters HTML 29K
43: R26 Schedule II - Valuation and Qualifying Accounts HTML 124K
44: R27 Summary of Significant Accounting Policies HTML 163K
(Policies)
45: R28 Summary of Significant Accounting Policies HTML 33K
(Tables)
46: R29 Fair Value Measurements (Tables) HTML 89K
47: R30 Business Acquisitions (Tables) HTML 94K
48: R31 Property and Equipment, Net (Tables) HTML 54K
49: R32 Intangible Assets, Net (Tables) HTML 143K
50: R33 Goodwill (Tables) HTML 47K
51: R34 Accrued Expenses and Other Current Liabilities HTML 66K
(Tables)
52: R35 Long Term Bank and Other Debt (Tables) HTML 56K
53: R36 Convertible Senior Notes (Tables) HTML 52K
54: R37 Leases and Contractual Obligations (Tables) HTML 46K
55: R38 Common Stock and Stockholders' Equity (Tables) HTML 205K
56: R39 Income Taxes (Tables) HTML 221K
57: R40 Net Loss per Share (Tables) HTML 55K
58: R41 Quarterly Statement of Operations (Tables) HTML 243K
59: R42 Organization and Description of Business (Details) HTML 51K
60: R43 Summary of Significant Accounting Policies - VIE HTML 44K
(Details)
61: R44 Summary of Significant Accounting Policies - HTML 38K
Segment Information (Details)
62: R45 Summary of Significant Accounting Policies - HTML 33K
Revenue Recognition (Details)
63: R46 Summary of Significant Accounting Policies - HTML 32K
Investments (Details)
64: R47 Summary of Significant Accounting Policies - PPE HTML 32K
(Details)
65: R48 Summary of Significant Accounting Policies - HTML 56K
Intangibles (Details)
66: R49 Summary of Significant Accounting Policies - HTML 32K
Stock-Based Compensation (Details)
67: R50 Summary of Significant Accounting Policies - HTML 30K
Foreign Currency (Details)
68: R51 Summary of Significant Accounting Policies - HTML 29K
Advertising and Marketing Expenses (Details)
69: R52 Summary of Significant Accounting Policies - HTML 49K
Concentrations (Details)
70: R53 Summary of Significant Accounting Policies - HTML 40K
Accounting Pronouncements (Details)
71: R54 Fair Value Measurements - Recurring (Details) HTML 56K
72: R55 Fair Value Measurements - Level 3 (Details) HTML 36K
73: R56 Business Acquisitions - Transactions (Details) HTML 82K
74: R57 Business Acquisitions - Assets Acquired, HTML 92K
Liabilities Assumed, Pro forma (Details)
75: R58 Property and Equipment, Net (Details) HTML 44K
76: R59 Intangible Assets, Net - Summary (Details) HTML 72K
77: R60 Intangible Assets, Net - Amortization (Details) HTML 43K
78: R61 Goodwill (Details) HTML 38K
79: R62 Accrued Expenses and Other Current Liabilities HTML 56K
(Details)
80: R63 Long Term Bank and Other Debt - Summary (Details) HTML 142K
81: R64 Convertible Senior Notes - Terms (Details) HTML 75K
82: R65 Convertible Senior Notes - Summary (Details) HTML 54K
83: R66 Leases and Contractual Obligations (Details) HTML 51K
84: R67 Common Stock and Stockholders' Equity - HTML 58K
Capitalization (Details)
85: R68 Common Stock and Stockholders' Equity - Warrants HTML 52K
(Details)
86: R69 Common Stock and Stockholders' Equity - Stock Plan HTML 150K
and Stock Options (Details)
87: R70 Common Stock and Stockholders' Equity - Adoption HTML 31K
of ASU (Details)
88: R71 Common Stock and Stockholders' Equity - Restricted HTML 76K
Stock Units (Details)
89: R72 Common Stock and Stockholders' Equity - Employee HTML 43K
Stock Purchase Plan (Details)
90: R73 Common Stock and Stockholders' Equity - HTML 40K
Compensation Costs (Details)
91: R74 Income Taxes - Components (Details) HTML 69K
92: R75 Income Taxes - Statutory Income Tax Rate HTML 62K
Reconciliation (Details)
93: R76 Income Taxes - Deferred Tax Assets, Liabilities HTML 72K
and Valuation Allowance (Details)
94: R77 Income Taxes - Income Tax Changes (Details) HTML 42K
95: R78 Income Taxes - Carryforwards (Details) HTML 36K
96: R79 Income Taxes - Unrecognized Tax Benefits (Details) HTML 34K
97: R80 Net Loss per Share (Details) HTML 54K
98: R81 Quarterly Statement of Operations (Details) HTML 84K
99: R82 401(k) Plan (Details) HTML 37K
100: R83 Schedule II - Valuation and Qualifying Accounts HTML 42K
(Details)
102: XML IDEA XML File -- Filing Summary XML 179K
101: EXCEL IDEA Workbook of Financial Reports XLSX 113K
12: EX-101.INS XBRL Instance -- tdoc-20171231 XML 3.30M
14: EX-101.CAL XBRL Calculations -- tdoc-20171231_cal XML 215K
15: EX-101.DEF XBRL Definitions -- tdoc-20171231_def XML 708K
16: EX-101.LAB XBRL Labels -- tdoc-20171231_lab XML 1.75M
17: EX-101.PRE XBRL Presentations -- tdoc-20171231_pre XML 1.25M
13: EX-101.SCH XBRL Schema -- tdoc-20171231 XSD 216K
103: ZIP XBRL Zipped Folder -- 0001558370-18-001167-xbrl Zip 225K
| tdoc_Ex_10_8 |
Exhibit 10.8
TELADOC, INC.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose and Effective Date. The purpose of the Plan is to provide the non-employee members of the Board of Directors (the “Board”) of Teladoc, Inc., a Delaware corporation (the “Company”), with an opportunity to defer payment of all or a portion of their Stock Awards. The Plan shall be effective as of January 1, 2018 (the “Effective Date”).
2. Definitions. The following terms shall have the meanings given in this section unless a different meaning is clearly implied by the context:
(a) “Change in Control” shall have the same meaning as defined in the Equity Plan as in effect on the Effective Date; provided, that, for purposes of the Plan, in no event will a Change in Control be deemed to have occurred if the transaction is not also a “change in control event” under Section 409A.
(b) “Code” means the Internal Revenue Code of 1986, as amended.
(c) “Common Stock” means the common stock of the Company.
(d) “Compensation Committee” means the Compensation Committee of the Board.
(e) “Deferred Compensation Account” means an account maintained for each Director who makes a deferral election as described in Section 4.
(f) “Deferred Stock Unit” means an economic unit equal in value to one share (or fraction thereof) of Common Stock that is received by a participant pursuant to the Plan and provides for the deferred receipt of compensation.
(g) “Director” means a Board member.
(h) “Equity Plan” means the Teladoc, Inc. 2015 Incentive Award Plan, as it may be amended or restated from time to time, or, to the extent applicable, any future or successor equity compensation plan of the Company.
(i) “Fair Market Value” means “Fair Market Value” as defined in the Equity Plan.
(j) “Plan” means this Teladoc, Inc. Deferred Compensation Plan for Non-Employee Directors.
(k) “Plan Administrator” means the Compensation Committee or its designee.
(l) “Plan Year” means a calendar year.
(m) “Restricted Stock” means “Restricted Stock” as defined in the Equity Plan and granted to a Director for serving as a Director.
(n) “Restricted Stock Unit” means “Restricted Stock Unit” as defined in the Equity Plan and granted to a Director for serving as a Director, and includes any dividend equivalent rights associated with the Restricted Stock Unit.
(o) “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended.
(p) “Separation from Service” means a “separation from service” within the meaning of Section 409A.
(q) “Stock Award” means an award of Restricted Stock or Restricted Stock Units.
3. Eligibility. All Directors who are not employees of the Company or any subsidiary of the Company shall be eligible to participate in the Plan.
4. Election to Defer Stock Awards.
(a) Manner and Amount of Deferral Election. A participant may elect to defer receipt of all or a specified portion of his or her Stock Awards by giving written notice on an election form provided by the Plan Administrator. A participant’s election to defer is irrevocable and may not be changed, except as may be provided in the election form.
(b) Time of Election. Elections to defer Stock Awards shall be made at the following times:
(i) A Director may elect to defer Stock Awards at such time or times during the calendar year as permitted by the Plan Administrator. Such election shall be effective, as applicable, for Stock Awards granted in the following calendar year.
(ii) A nominee for election to Director (who is not at the time of nomination a sitting Director and was not previously eligible to participate in the Plan) may elect to defer Stock Awards no later than 30 days after the date of the Director’s commencement of service as a Director. Such deferral election shall be effective, as applicable, for Stock Awards granted following the later of (A) the date of the Director’s commencement of service as a Director, and (B) the date an irrevocable election form is filed with the Company.
(c) Duration of Deferral Election. A deferral election will only apply to one Plan Year. A participant must make a new deferral election with respect to each Plan Year that the participant decides to defer Stock Awards.
5. Deferred Compensation Accounts. The Company shall establish on its books and records a Deferred Compensation Account for each participant, as provided below.
(a) Crediting of Stock Awards. Deferred Stock Awards shall be credited to the participant’s Deferred Compensation Account in an equal amount of Deferred Stock Units. The Deferred Stock Units related to such deferred Stock Awards shall be subject to the same vesting or other forfeiture restrictions that would have otherwise applied to such Stock Awards. In the event the participant forfeits Deferred Stock Units in accordance with the foregoing, the participant’s Deferred Compensation Account shall be debited for the number of Deferred Stock Units forfeited.
(b) Dividend Equivalents. Each Deferred Stock Unit credited to a participant’s Deferred Compensation Account in respect of deferred Restricted Stock shall carry with it a right to receive dividend equivalents in respect of the share of Common Stock underlying such Deferred Stock Unit. As of a dividend payment date, a participant’s Deferred Compensation Account will be credited with that number of additional Deferred Stock Units (“Additional Deferred Stock Units”) equal to the amount of any ordinary cash dividend paid by the Company on the number of shares of Common Stock equivalent to the number of Deferred Stock Units in the Deferred Compensation Account as of the record date for the dividend, divided by the Fair Market Value of one share of Common Stock on the dividend payment
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date. An Additional Deferred Stock Unit will be subject to the same vesting or other forfeiture restrictions that apply to the corresponding Deferred Stock Unit. The dividend equivalent right associated with a Deferred Stock Unit shall remain outstanding until, and any Additional Deferred Stock Unit will be delivered at the same time as, the delivery to the participant of the share of Common Stock underlying, or cash settlement of, the corresponding Deferred Stock Unit. If a Deferred Stock Unit is forfeited, any corresponding Additional Deferred Stock Unit will also be forfeited and the applicable Deferred Compensation Account will be debited for the Additional Deferred Stock Units forfeited.
(c) Adjustment of Deferred Stock Units. If the number of outstanding shares of Common Stock is increased or decreased or the shares of Common Stock are changed into or exchanged for a different number or kind of stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of stock, exchange of stock, stock dividend, or other distribution payable in capital stock, or other increase or decrease in such stock effected without receipt of consideration by the Company occurring after the Effective Date, the Plan Administrator will make appropriate adjustments to (i) the number and kind of shares of Common Stock for which Deferred Stock Units are outstanding, and (ii) the number of Deferred Stock Units credited to each participant’s Deferred Compensation Account.
6. Payment of Deferred Compensation.
(a) Distributions. Payment from the Deferred Stock Units corresponding to a participant’s deferral election for a given Plan Year shall be made in one lump sum on the earliest to occur of:
(i) within 90 days following the date that is 30 days, 5 years or 10 years after the participant’s Separation from Service, as selected by the participant in the applicable deferral election (and if no such selection is made, then the participant will be deemed to have selected the date that is 30 days following the participant’s Separation from Service);
(ii) immediately prior to, on or within 30 days following a Change in Control;
(iii) the participant’s death.
Notwithstanding anything to the contrary in the Plan, if, on the date of the participant’s Separation from Service, the participant is a “specified employee” within the meaning of Section 409A, the payment will occur on the later to occur of (x) the scheduled distribution date and (y) the first day of the seventh month following the date of the participant’s Separation from Service or, if earlier, the date of the participant’s death.
(b) Medium of Payment. Payments from the Deferred Compensation Account shall be made in whole shares of Common Stock for each whole Deferred Stock Unit, and in cash for any fractional Deferred Stock Unit; provided, that, the Compensation Committee of the Board may choose in its discretion to pay the participant cash in lieu of all or a portion of the shares of Common Stock. If a Deferred Stock Unit (including a fraction thereof) is paid in cash, the amount of cash paid with respect to the Deferred Stock Unit (or fraction thereof) will equal the Fair Market Value of a share of Common Stock (or fraction thereof) on the day immediately preceding the payment date.
7. Unfunded Promise to Pay; No Segregation of Funds or Assets. Nothing in the Plan shall require the segregation of any assets of the Company or any type of funding by the Company, it being the intention of the parties that the Plan be an unfunded arrangement for federal income tax purposes. No participant shall have any rights to or interest in any specific assets or shares of Common Stock by reason
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of the Plan, and any participant’s rights to enforce payment of the obligations of the Company hereunder shall be those of a general creditor of the Company.
8. Non-assignability; Beneficiary Designation. The right of a participant to receive any unpaid portion of the participant’s Deferred Compensation Account shall not be assigned, transferred, pledged or encumbered or subjected in any manner to alienation or anticipation. However, in the event of a participant’s death, the Company will pay the unpaid portion of the participant’s Deferred Compensation Account to the participant’s designated beneficiaries. If the participant fails to complete a valid beneficiary designation, the participant’s beneficiary will be his or her estate.
9. Administration. The Plan will be administered under the supervision of the Plan Administrator. The Plan Administrator will prescribe guidelines and forms for the implementation and administration of the Plan, interpret the terms of the Plan, and make all other substantive decisions regarding the operation of the Plan. The Plan Administrator’s decisions in its administration of the Plan are conclusive and binding on all persons.
10. Construction. The laws of the State of Delaware shall govern all questions of law arising with respect to the Plan, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware, except where the laws governing the Plan are preempted by the laws of the United States. The Plan is intended to be construed so that participation in the Plan will be exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to regulations and interpretations issued from time to time by the Securities and Exchange Commission. If any provision of the Plan is held to be illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted. This document constitutes the entire Plan, and supersedes any prior oral or written agreements on the subject matter hereof.
11. Section 409A; Changes in Tax Law. The Plan is intended to comply with Section 409A and any regulations and guidance thereunder and shall be interpreted and operated in accordance with such intent. Neither the Company, its affiliates, the Board, nor the Compensation Committee (a) makes any representation or warranty with respect to the tax treatment of the Plan or benefits provided under the Plan, (b) will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any participant under the Code, or (c) will have any liability to any participant or other person or entity for such tax or penalty or for any early, retroactive or additional tax or penalty under any provision of the Code enacted or revised after the Effective Date. Notwithstanding any provision of the Plan to the contrary, if the Plan Administrator determines that any amounts payable under the Plan will have adverse tax consequences to any participant under any provision of the Code that is enacted or revised after the Effective Date and changes the tax treatment of the benefits provided by the Plan, the Plan Administrator may (without any obligation to do so or to indemnify any participant for failure to do so), without any participant’s consent, adopt such amendments to the Plan or take such other actions that the Plan Administrator determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan, to preserve the economic benefits of the Plan or benefits provided under the Plan or to avoid less favorable tax consequences for any participant or the Company, in each case, to the extent the Plan Administrator reasonably determines is permitted under then-applicable law. The nature and implementation of any such amendments or other actions will be determined unilaterally by the Plan Administrator in its discretion.
12. Claw-back. All awards of Deferred Stock Units under the Plan will be subject to mandatory repayment by the participant to the Company to the extent the participant is, or in the future becomes, subject to any Company or affiliate “claw-back” or recoupment policy that is adopted to comply with the
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requirements of any applicable law, rule, regulation or otherwise, or any law, rule, or regulation that imposes mandatory recoupment, under circumstances set forth in such law, rule or regulation.
13. Amendment and Termination. The Board may amend, suspend, or terminate the Plan at any time and for any reason. No amendment, suspension, or termination will, without the consent of the participant, materially impair rights or obligations under any Deferred Stock Units previously awarded to the participant under the Plan, except as provided below. The Board may terminate the Plan and distribute the Deferred Compensation Accounts to participants in accordance with and subject to the rules of Treas. Reg. Section 1.409A-3(j)(4)(ix), or successor provisions, and any generally applicable guidance issued by the Internal Revenue Service permitting such termination and distribution.
14. Incorporation of Equity Plan. The Plan is established under and subject to the terms of the Equity Plan. Deferred Stock Units issued to, and shares of Common Stock paid to, Participants under the Plan shall be issued and paid from the Equity Plan and subject to its terms. Notwithstanding the foregoing, if there is a conflict between the terms of the Plan and the Equity Plan, the terms of the Plan will control.
* * * * *
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/27/18 | 8-K | ||
| 1/1/18 | ||||
| For Period end: | 12/31/17 | 5 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Teladoc Health, Inc. 10-K 12/31/23 120:12M 3/01/23 Teladoc Health, Inc. 10-K 12/31/22 121:15M Toppan Merrill Bridge/FA 2/28/22 Teladoc Health, Inc. 10-K 12/31/21 111:14M Toppan Merrill Bridge/FA 3/01/21 Teladoc Health, Inc. 10-K 12/31/20 126:15M Toppan Merrill Bridge/FA |