0000950144-06-000760 Sample Contracts

Contract
Employment Agreement • February 2nd, 2006 • Emdeon Corp • Services-computer processing & data preparation • New Jersey

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of February 1, 2006, by and between EMDEON CORPORATION, a Delaware corporation (the “Company”), and CHARLES A. MELE (“Executive”).

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Emdeon Letterhead]
Employment Agreement • February 2nd, 2006 • Emdeon Corp • Services-computer processing & data preparation

Reference is made to the Employment Agreement dated September 23, 2005 (the “Employment Agreement”) between you and Emdeon Corporation (formerly known as WebMD Corporation, the “Company”).

Letterhead of Emdeon Corporation]
Employment Agreement • February 2nd, 2006 • Emdeon Corp • Services-computer processing & data preparation

The purpose of this Letter Agreement is (1) to amend your Employment Agreement (the “Employment Agreement”) dated August 3, 2005 with Emdeon Corporation (formerly known as WebMD Corporation, the “Company”) and (2) to notify you of certain equity awards that have been granted to you.

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