0000950123-11-097019 Sample Contracts

As of September 25, 2011 Anthony Vuolo c/o WebMD Health Corp. 111 Eighth Avenue New York, New York 10011 Dear Tony:
WebMD Health Corp. • November 9th, 2011 • Services-business services, nec

Reference is made to the Amended and Restated Employment Agreement between you and WebMD Health Corp. (“WebMD Health” or the “Company”), dated July 14, 2005 (as previously amended, the “Employment Agreement”). This letter is intended to describe the material terms of equity grants made to you on September 25, 2011 (the “Date of Grant”), including the Change in Control provisions.

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As of September 25, 2011 Martin J. Wygod c/o WebMD Health Corp. 669 River Drive Elmwood Park, New Jersey 07407 Dear Marty:
WebMD Health Corp. • November 9th, 2011 • Services-business services, nec

Reference is made to the Amended and Restated Employment Agreement between you and WebMD Health Corp. (“WebMD Health” or the “Company”), dated August 3, 2005 (as previously amended, the “Employment Agreement”). This letter is intended to describe the material terms of a non-qualified stock option grant made to you on September 25, 2011 (the “Date of Grant”), including the Change in Control provisions.

As of September 21, 2011 Martin J. Wygod c/o WebMD Health Corp. 16092 San Dieguito Road P.O. Box 676306 Rancho Santa Fe, CA 92067-6306 Dear Marty:
WebMD Health Corp. • November 9th, 2011 • Services-business services, nec

The purpose of this letter is to amend your Employment Agreement with WebMD Health Corp. (the “Company”) dated August 3, 2005, as amended on each of February 1, 2006, December 1, 2008, December 29, 2008 and July 9, 2009 (as so amended, the “Employment Agreement”).

As of July 23, 2011 William E. Pence c/o WebMD Health Corp. 111 Eighth Avenue New York, NY 10011-5201 Dear Bill:
WebMD Health Corp. • November 9th, 2011 • Services-business services, nec

The purpose of this letter is to amend the letter agreement between you and WebMD Health Corp. (“WebMD Health” or the “Company”) dated as of October 1, 2007 and as amended as of December 10, 2008 and February 11, 2011 (collectively, the “Letter Agreement”) and to describe the material terms of equity grants made to you on July 23, 2011 (the “Date of Grant”).

As of July 23, 2011 Steven Zatz, M.D. c/o WebMD Health Corp. 111 Eighth Avenue New York, NY 10011-5201 Dear Steve:
WebMD Health Corp. • November 9th, 2011 • Services-business services, nec

The purpose of this letter is to amend the letter agreement between you and WebMD Health Corp. (“WebMD Health” or the “Company”) dated as of July 14, 2005 and as amended as of December 14, 2008 (collectively, the “Letter Agreement”) and to describe the material terms of equity grants made to you on July 23, 2011 (the “Date of Grant”).

As of September 25, 2011 Wayne Gattinella c/o WebMD Health Corp. 111 Eighth Avenue New York, New York 10011 Dear Wayne:
WebMD Health Corp. • November 9th, 2011 • Services-business services, nec

Reference is made to the Amended and Restated Employment Agreement between you and WebMD Health Corp. (“WebMD Health” or the “Company”), dated April 28, 2005 (as previously amended, the “Employment Agreement”). This letter is intended to describe the material terms of equity grants made to you on September 25, 2011 (the “Date of Grant”), including the Change in Control provisions.

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