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EXHIBIT 10.54
Letter Agreement dated October 11, 2000 between Registrant and Xxxx Xxxxxxxx
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HEALTHEON/WEBMD CORPORATION
0000 XXXXXXXXX XXXXXX XX
000 XXX XXXXX XXXXXXXX
XXXXXXX, XXXXXXX 00000
October 11, 2000
Xxxx Xxxxxxxx
Healtheon/WebMD Corporation
0000 Xxxxxxxxx Xxxxxx XX
000 Xxx Xxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxx 00000
Dear Mr. Draughton:
This letter confirms the understanding between WebMD Corporation, a
Delaware corporation (the "Company"), and you that, in order to induce you to
remain in your capacity as Executive Vice President and Co-General Counsel of
the Company for a period of 90 days after the date hereof, the Company agrees
that in the event of your subsequent resignation from your employment after such
90-day period for any reason, such resignation shall be treated as a resignation
for "good reason" within the meaning of any employment and option agreements
between you and the Company. The Company hereby waives the 30-day notice and
opportunity to cure provision in your employment agreement for "good reason"
termination.
Very truly yours,
WEBMD CORPORATION
By /s/ Xxxxxxx X Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
Co-General Counsel
