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EXHIBIT 10.42
XXXXXXX X. XXXXXX
WebMD, Inc.
400 The Lenox Building
0000 Xxxxxxxxx Xxxx, XX
Xxxxxxx, XX 00000
May 20, 1999
WebMD, Inc. Healtheon Corporation
400 The Lenox Building 4600 Xxxxxxx Xxxxxx Road
0000 Xxxxxxxxx Xxxx, XX Xxxxx Xxxxx, XX 00000
Xxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to the Agreement and Plan of Reorganization
by and among Healtheon Corporation, Water Acquisition Corp. and WebMD, Inc.,
dated as of the date hereof (the "Merger Agreement") and to the Employment
Agreement by and between WebMD, Inc. and mo. dated as of September 30, 1998
(the "Employment Agreement"). Capitalized terms used herein which are not
defined herein shall have their respective meanings set forth in the Employment
Agreement. This letter is to confirm that, subject to the terms and conditions
set forth below, I hereby waive the acceleration of vesting and exercisability
of my Options granted pursuant to the Employment Agreement which occur upon the
consummation of the transactions contemplated by the Merger Agreement (the
"Merger"). Notwithstanding the foregoing, if at any time following such Merger,
I am terminated other than for Cause, including, without limitation, if I am
terminated in a Constructive Termination, then all of my Options granted
pursuant to the Employment Agreement shall immediately vest and become fully
exercisable on the date of such termination.
With respect to the Offer to Purchase, I hereby confirm that I will
mutually agree with W. Xxxxxxx Xxxx with respect to the number of shares of
Series F Preferred Stock that I may tender to Microsoft.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx
ACKNOWLEDGED AND AGREED:
WEBMD, INC. HEALTHEON CORPORATION
By: /s/ W. Xxxxxxx Xxxxxx By: /s/ Xxxx Xxxxxxxx
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Name: W. Xxxxxxx Xxxxxx Name: Xxxx Xxxxxxxx
Title: Executive Vice President Title: Vice President
Date: May 20, 1999 Date: May 20, 1999
