WebMD, LLC 111 Eighth Avenue New York, NY 10011 212-624-3700 As of December 14, 2008 Nan Forte c/o WebMD Health Corp. 111 Eighth Avenue New York, NY 10011-5201 Dear Nan:Letter Agreement • February 27th, 2009 • WebMD Health Corp. • Services-business services, nec
The purpose of this letter amendment is to amend the letter agreement between you and WebMD Health Corp. (previously known as WebMD Health Holdings, Inc., the “Company”) dated as of July 14, 2005 (the “Agreement”) in a manner intended to bring the Agreement into compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations issued thereunder. Accordingly, your execution of this letter amendment indicates your agreement to the amendment of the Agreement as set forth below:
HLTH Corporation 669 River Drive, Center Two Elmwood Park, NJ 07407 201.703.3400 Phone www.hlth.comEmployment Agreement • February 27th, 2009 • WebMD Health Corp. • Services-business services, nec
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”).
WebMD, LLC 111 Eighth Avenue New York, NY 10011 212-624-3700 As of December 10, 2008 Wayne Gattinella c/o WebMD Health Corp. 111 Eighth Avenue New York, NY 10011-5201 Dear Wayne:Letter Agreement • February 27th, 2009 • WebMD Health Corp. • Services-business services, nec
The purpose of this letter is to (i) amend the letter agreement between you and WebMD, LLC, a subsidiary of WebMD Health Corp. (previously known as WebMD, Inc., the “Company”) dated as of April 28, 2005 (the “Letter Agreement”; terms defined herein without definition have the meanings specified in the Letter Agreement) in a manner intended to bring the Letter Agreement into compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations issued thereunder, (ii) amend the bonus provision to provide for discretionary bonuses consistent with past practice and (iii) describe the grant of nonqualified options and restricted stock made to you on December 10, 2008. Accordingly, your execution of this letter amendment indicates your agreement to the amendment of the Letter Agreement as set forth below:
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2009 • WebMD Health Corp. • Services-business services, nec
This Amendment to the Amended and Restated Employment Agreement (this “Amendment”) by and between WebMD Health Corp., a Delaware corporation (the “Company”), and Anthony Vuolo (“Executive”) is effective as of December 10, 2008.
TERMINATION AND MUTUAL RELEASE AGREEMENTTermination and Mutual Release Agreement • February 27th, 2009 • WebMD Health Corp. • Services-business services, nec • New York
THIS TERMINATION AND MUTUAL RELEASE AGREEMENT (the “Agreement”), is made by and among WebMD Health Corp. (“WebMD”) and its indirect wholly owned subsidiary CHARLOTTE’S CORPORATION (“Merger Sub”, and together with WebMD, the “WebMD Parties”), on the one hand, and MARKETING TECHNOLOGY SOLUTIONS INC. (“MTS”), JAY GOLDBERG and RUSSELL PLANITZER (each of Messrs. Goldberg and Planitzer solely in their capacity as the Securityholder Representatives under the Merger Agreement defined below, and together with MTS, the “MTS Parties”) on the other hand, and is dated as of November 18, 2008 (the “Effective Date”).
Amendment to Unit Purchase AgreementUnit Purchase Agreement • February 27th, 2009 • WebMD Health Corp. • Services-business services, nec • Illinois
This Amendment to Unit Purchase Agreement referred to below (this “Agreement”) is entered into as of December 3, 2008 among WebMD Health Corp., a Delaware corporation (the “Buyer”), Subimo, LLC, a Delaware limited liability company (the “Company”), Ann Mond Johnson, as the Seller Representative on behalf of each Seller under the Unit Purchase Agreement referred to below (the “Seller Representative”), and Ann Mond Johnson, individually, and Lane, Berry Holdings, LLC (“LBH”) and Lane, Berry & Co. International, LLC as Sellers’ Broker (“LBI”).
SECOND AMENDED AND RESTATED TAX SHARING AGREEMENTTax Sharing Agreement • February 27th, 2009 • WebMD Health Corp. • Services-business services, nec • New York
The Amended and Restated Tax Sharing Agreement (the “Agreement”), dated as of January 1, 2006, by and between HLTH Corporation (formerly known as Emdeon Corporation), a Delaware corporation (“HLTH”), and WebMD Health Corp., a Delaware corporation (“WebMD”), is hereby amended and restated effective for taxable years beginning on and after January 1, 2008.
