WEBMD HEALTH CORP. PERFORMANCE-BASED RESTRICTED STOCK AGREEMENTPerformance-Based Restricted Stock Agreement • March 1st, 2017 • WebMD Health Corp. • Services-business services, nec • Delaware
THIS PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT is made effective as of November 2, 2016 (the “Grant Date”), by and between WebMD Health Corp., a Delaware corporation (the “Company”), and Martin J. Wygod (the “Holder”):
As of November 2, 2016 Blake DeSimone c/o WebMD Health Corp. New York, NY 10014 Dear Blake:Letter Agreement • March 1st, 2017 • WebMD Health Corp. • Services-business services, nec
This letter agreement (“Agreement”) describes the amendments being made to the employment agreement between you and WebMD Health Corp. (“WebMD” or the “Company”) dated May 29, 2015 (the “Employment Agreement”), effective as of the date set forth above (except with respect to the compensation changes described in 1 below).
WebMD Health Corp. New York, NY 10014Letter Agreement • March 1st, 2017 • WebMD Health Corp. • Services-business services, nec • New York
This letter (“Letter Agreement”) sets forth the terms of your continued employment with WebMD Health Corp. (the “Company” or “WebMD Health”), effective as of the date first above written (“Effective Date”), and replaces, in its entirety, the Employment Agreement entered into between you and the Company, dated as of July 14, 2005, as amended (the “Prior Agreement”).
ContractWebMD Health Corp. • March 1st, 2017 • Services-business services, nec
Reference is made to the grant of (i) a nonqualified option to purchase 100,000 shares of WebMD Health Corp.’s (the “Company”) Common Stock made to you on November 2, 2016 (the “2016 Option”) as evidenced by the Option Agreement dated November 2, 2016 (the “Option Agreement”) and (ii) 25,000 shares of the Company’s restricted Common Stock made to you on the same date (the “2016 Restricted Stock Grant” and collectively with the 2016 Option, the “2016 Grants”) and evidenced by a Restricted Stock Agreement dated November 2, 2016 (the “Restricted Stock Agreement”). Notwithstanding anything to the contrary contained in the Option Agreement or the Restricted Stock Agreement, the 2016 Grants are “Outstanding Equity” for purposes of the Employment Agreement between you and the Company dated August 3, 2005, as amended, and will be afforded the protections contained in such Employment Agreement.
As of November 2, 2016 Douglas W. Wamsley c/o WebMD Health Corp. New York, NY 10014 Dear Doug:WebMD Health Corp. • March 1st, 2017 • Services-business services, nec
Reference is made to the grant of (i) a nonqualified option to purchase 75,000 shares of WebMD Health Corp.’s (the “Company”) Common Stock made to you on November 2, 2016 (the “2016 Option”) as evidenced by the Option Agreement dated November 2, 2016 (the “Option Agreement”) and (ii) 15,000 shares of the Company’s restricted Common Stock made to you on the same date (the “2016 Restricted Stock Grant” and collectively with the 2016 Option, the “2016 Grants”) and evidenced by a Restricted Stock Agreement dated November 2, 2016 (the “Restricted Stock Agreement”).
As of November 2, 2016 Michael B. Glick c/o WebMD Health Corp. New York, NY 10014 Dear Mike:WebMD Health Corp. • March 1st, 2017 • Services-business services, nec
Reference is made to the grant of (i) a nonqualified option to purchase 75,000 shares of WebMD Health Corp.’s (the “Company”) Common Stock made to you on November 2, 2016 (the “2016 Option”) as evidenced by the Option Agreement dated November 2, 2016 (the “Option Agreement”) and (ii) 15,000 shares of the Company’s restricted Common Stock made to you on the same date (the “2016 Restricted Stock Grant” and collectively with the 2016 Option, the “2016 Grants”) and evidenced by a Restricted Stock Agreement dated November 2, 2016 (the “Restricted Stock Agreement”).
