EMPLOYMENT AGREEMENT THE AGREEMENT, entered into as of this 23rd day of September, 1992, by and between ACTAMED CORP., a Georgia corporation (the "Company") and MICHAEL K. HOOVER ("Employee"). W I T N E S S E T H : WHEREAS, the Company and Employee...Employment Agreement • September 9th, 1998 • Healtheon Corp • Services-computer processing & data preparation • Georgia
RECITALSDistribution Agreement • September 7th, 1999 • Healtheon Corp • Services-computer processing & data preparation • New York
EXHIBIT 4.5 STOCK OPTION AGREEMENT dated as of September 12, 2000 (the "Agreement") between MEDICAL MANAGER CORPORATION, a Delaware corporation (the "Company"), and the other party signatory hereto (the "Participant"). WHEREAS, Section 4.4 of the...Stock Option Agreement • May 16th, 2002 • Webmd Corp /New/ • Services-computer processing & data preparation • New Jersey
SERVICES AGREEMENTServices Agreement • January 14th, 1999 • Healtheon Corp • Services-computer processing & data preparation • Georgia
EXHIBIT 10.52 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated as of July 1, 2000, by and between WEBMD CORPORATION, a Delaware corporation (the "Company"), and ANTHONY VUOLO ("Executive"). WHEREAS, Executive and the Company are party...Employment Agreement • April 30th, 2002 • Webmd Corp /New/ • Services-computer processing & data preparation • New Jersey
1 EXHIBIT 10.54 Letter Agreement dated October 11, 2000 between Registrant and Jack DennisonLetter Agreement • April 30th, 2001 • Webmd Corp /New/ • Services-computer processing & data preparation
EXHIBIT 4.8 STOCK OPTION AGREEMENT dated as of August 20, 2001 (the "Agreement") between WebMD Corporation, a Delaware corporation (the "Company"), and Wayne Gattinella (the "Participant"). WHEREAS, the Letter Agreement dated as of August 20, 2001...Stock Option Agreement • May 16th, 2002 • Webmd Corp /New/ • Services-computer processing & data preparation • New Jersey
EXHIBIT 10.14 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated as of October 23, 2002, by and between WEBMD CORPORATION, a Delaware corporation (the "Company"), and ROGER C. HOLSTEIN ("Executive"). WHEREAS, Executive and the Company...Employment Agreement • March 27th, 2003 • Webmd Corp /New/ • Services-computer processing & data preparation • New Jersey
EXHIBIT 10.21 Amended and Restated Stock Option Agreement dated August 21, 2000 between Medical Manager Corporation and Martin J. Wygod AMENDED AND RESTATED STOCK OPTION AGREEMENT dated as of August 21, 2000 (the "Agreement") between MEDICAL MANAGER...Stock Option Agreement • April 30th, 2001 • Webmd Corp /New/ • Services-computer processing & data preparation • California
This Asset Purchase Agreement (this "ASSET PURCHASE AGREEMENT" or "AGREEMENT"), dated December 31, 1998, is an agreement by and between SMITHKLINE BEECHAM CLINICAL LABORATORIES, INC., a corporation organized and existing under the laws of Delaware...Asset Purchase Agreement • February 4th, 1999 • Healtheon Corp • Services-computer processing & data preparation • Pennsylvania
EXHIBIT 10.26 Amended and Restated Employment Agreement dated June 18, 2000 among Medical Manager Corporation, CareInsite, Inc. and Marvin P. Rich AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement")...Employment Agreement • April 30th, 2001 • Webmd Corp /New/ • Services-computer processing & data preparation • New Jersey
EXHIBIT 10.55 EMPLOYMENT AGREEMENT (the "Agreement") dated as of October 8, 2001 (the "Effective Date") by and between WebMD Corporation, a Delaware corporation (the "Company"), and Martin J. Wygod ("Executive"). WHEREAS, the Company desires to...Employment Agreement • March 25th, 2002 • Webmd Corp /New/ • Services-computer processing & data preparation • New Jersey
1 Exhibit 10.1 Amendment dated February 15, 2001 to Healtheon/WebMD Corporation Registration Rights Agreement dated January 26, 2000 among Registrant, Eastrise Profits Limited, AHN/FIT Cable, LLC, AHN/FIT Internet, LLC, News America Incorporated and...Registration Rights Agreement • May 15th, 2001 • Webmd Corp /New/ • Services-computer processing & data preparation • Delaware
ARTICLE I DEFINITIONSDevelopment Agreement • January 14th, 1999 • Healtheon Corp • Services-computer processing & data preparation • Pennsylvania
1 EXHIBIT 10.52 Letter Agreement dated September 12, 2000 between Registrant and K. Robert Draughon HEALTHEON/WEBMD CORPORATION 3399 PEACHTREE STREET NE 400 THE LENOX BUILDING ATLANTA, GEORGIA 30326 September 12, 2000 Mr. K. Robert Draughon...Employment Agreement • April 30th, 2001 • Webmd Corp /New/ • Services-computer processing & data preparation • Delaware
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of April 1, 2002, by and between WebMD Corporation, a Delaware corporation (the "Company") and UBS Warburg LLC the "Initial...Registration Rights Agreement • May 15th, 2002 • Webmd Corp /New/ • Services-computer processing & data preparation • New York
PROMISSORY NOTEPromissory Note • January 14th, 1999 • Healtheon Corp • Services-computer processing & data preparation
1 EXHIBIT 2 VOTING AGREEMENTVoting Agreement • April 23rd, 1999 • Healtheon Corp • Services-computer processing & data preparation • Delaware
ASSETS PURCHASE AGREEMENT between SMITHKLINE BEECHAM CLINICAL LABORATORIES, INC. and ACTAMED CORPORATION DATED DECEMBER 31, 1997Asset Purchase Agreement • January 14th, 1999 • Healtheon Corp • Services-computer processing & data preparation • Georgia
EXHIBIT 10.50 Letter Agreement dated September 11, 2000 between Medical Manager Corporation and Marvin P. Rich MEDICAL MANAGER CORPORATION 669 RIVER DRIVE, CENTER 2 ELMWOOD PARK, NEW JERSEY 07407-1361Employment Agreement • April 30th, 2001 • Webmd Corp /New/ • Services-computer processing & data preparation
EXHIBIT 10.2 [Text of Letter Agreement, dated September 26, 2001, between Marvin P. Rich and Registrant] This agreement ("Agreement") sets forth our mutual agreement concerning your resignation as a director, officer and employee of WebMD Corporation...Resignation Agreement • November 14th, 2001 • Webmd Corp /New/ • Services-computer processing & data preparation • New Jersey
Representations and Warranties The Company represents and warrants as of the date hereof and as of the Closing Date that the representations and warranties contained in Section 1 of Annex I are and will be true and correct in all material respects....Stock Purchase Agreement • January 14th, 1999 • Healtheon Corp • Services-computer processing & data preparation • California
SERVICES AGREEMENTServices Agreement • September 9th, 1998 • Healtheon Corp • Services-computer processing & data preparation • Georgia
PREAMBLEMerger Agreement • July 8th, 1999 • Healtheon Corp • Services-computer processing & data preparation • Delaware
ASSETS PURCHASE AGREEMENT between SMITHKLINE BEECHAM CLINICAL LABORATORIES, INC. and ACTAMED CORPORATION DATED DECEMBER 31, 1997Assets Purchase Agreement • September 9th, 1998 • Healtheon Corp • Services-computer processing & data preparation • Georgia
HEALTHEON CORPORATION COMMON STOCK ($.0001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 16th, 1998 • Healtheon Corp • Services-computer processing & data preparation • New York
BY AND AMONG ACTAMED CORPORATION, EDI ACQUISITION, INC., UHC GREEN ACQUISITION, INC. ANDMerger Agreement • September 9th, 1998 • Healtheon Corp • Services-computer processing & data preparation • Georgia
HEALTHEON CORPORATION SECURITIES PURCHASE AGREEMENT INITIAL CLOSING: JANUARY 26, 1996 SUBSEQUENT CLOSING: August 15, 1996 TABLE OF CONTENTSSecurities Purchase Agreement • January 14th, 1999 • Healtheon Corp • Services-computer processing & data preparation • California
1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this 8th day of September 2000 ("Effective Date:") by and between Healtheon/WebMD Corporation, a Delaware corporation (the "Company"), and John...Employment Agreement • November 14th, 2000 • Webmd Corp /New/ • Services-computer processing & data preparation • Texas
RECITALSServices and License Agreement • October 19th, 1999 • Healtheon Corp • Services-computer processing & data preparation • Georgia
HEALTHEON CORPORATION SERIES C PREFERRED STOCK PURCHASE AGREEMENTSeries C Preferred Stock Purchase Agreement • January 14th, 1999 • Healtheon Corp • Services-computer processing & data preparation • California
CENTRAL PARK LEASE AGREEMENT BY AND BETWEENLease Agreement • January 14th, 1999 • Healtheon Corp • Services-computer processing & data preparation • Georgia
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 23rd, 1999 • Healtheon Corp • Services-computer processing & data preparation • Delaware
] SHARES ------------Underwriting Agreement • February 4th, 1999 • Healtheon Corp • Services-computer processing & data preparation • New York
1 EXHIBIT 10.22 Letter Agreement dated September 12, 2000 between Registrant and Jeffrey T. Arnold HEALTHEON/WEBMD CORPORATION 3399 PEACHTREE STREET NE 400 THE LENNOX BUILDING ATLANTA, GEORGIA 30326 September 12, 2000 Mr. Jeffrey T. Arnold 3399...Letter Agreement • April 30th, 2001 • Webmd Corp /New/ • Services-computer processing & data preparation • Georgia
