HLTH Corporation 669 River Drive, Center Two Elmwood Park, NJ 07407 201.703.3400 Phone www.hlth.com
Exhibit 10.57
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HLTH Corporation 000 Xxxxx Xxxxx, Xxxxxx Xxx Xxxxxxx Xxxx, XX 00000 000.000.0000 Phone xxx.xxxx.xxx |
February 19, 2009
Dear Xxxx:
Reference is made to (i) the Amended and Restated Employment Agreement dated as of July 14,
2005 between you and WebMD Health Corp. (“WebMD”) (as previously amended, the “Employment
Agreement”) and (ii) the grant of a nonqualified option to purchase 180,000 shares of the Common
Stock of HLTH Corporation (the “Company”) made to you on December 10, 2008 (the “2008 HLTH Option”)
as evidenced by the Option Agreement dated December 10, 2008 (the “HLTH Option Agreement”).
Notwithstanding anything to the contrary contained in the HLTH Option Agreement, in the event
of a Change in Control of WebMD or HLTH (as defined in the Employment Agreement), the 2008 HLTH
Option shall be subject to the same provisions as the option to purchase WebMD common stock granted
to you on December 10, 2008 and described in section 4(g)(i) of the Employment Agreement: In the
event of such a Change in Control, you may resign at any time after the one year anniversary of
such Change in Control and the 2008 HLTH Option shall continue to vest and remain outstanding
through the second anniversary of the Change in Control and the 90 day post termination exercise
period would commence on the second vesting date, subject to your execution of the acknowledgement
described in Section 5.4 of the Employment Agreement and your continued compliance with the Trade
Secret and Proprietary Information Agreement. In the event that your employment is terminated
without Cause or Good Reason on or following such a Change in Control, the 2008 HLTH Option shall
continue to vest and remain outstanding through the second anniversary of the Change in Control and
the 90 day post termination exercise period would commence on the second vesting date, subject to
your execution of the acknowledgement described in Section 5.4 of the Employment Agreement and
continued compliance with the Trade Secret and Proprietary Information Agreement.
Except as set forth herein, the HLTH Option Agreement remains in full force and effect.
| HLTH CORPORATION | ||||||
| By: | /s/ Xxxx X. Xxxxx
Title: Vice President — Legal |
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ACKNOWLEDGED AND AGREED |
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/s/ Xxxxxxx Xxxxx
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