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UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K/A
 Amendment No. 1
    to
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31, 2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file
    number: 0-51547
      WebMD Health Corp.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State of
    incorporation)

20-2783228(I.R.S. Employer
    Identification No.)111 Eighth Avenue
    New York, New York(Address of principal
    executive office)

10011(Zip
    code)  (Registrants telephone number, including area code)
    (212) 624-3700
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share

The Nasdaq Stock Market LLC (Global Select Market)   Securities registered pursuant to Section 12(g) of the
    Act:
  þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesSIGNATURESEX-10.56EX-31.1EX-31.2    Table of Contents  
  PART III
 
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Directors
    and Executive Officers
    Directors
  Name

Age

PositionsMark J.
    Adler, M.D.(3)


54


Director; Chairman of the Compensation CommitteeKevin M. Cameron


44


Director; Special Advisor to the Chairman of the BoardNeil F.
    Dimick(1)(2)(4)


61


Director; Chairman of the Nominating & Governance CommitteeWayne T.
    Gattinella(1)


59


Director; Chief Executive Officer and PresidentJerome C.
    Keller(4)


68


DirectorJames V.
    Manning(1)(2)


64


Director; Chairman of the Audit CommitteeAbdool Rahim
    Moossa, M.D.(4)


71


DirectorHerman
    Sarkowsky(3)


85


DirectorJoseph E.
    Smith(3)


72


DirectorStanley S. Trotman,
    Jr.(1)(2)


67


DirectorMartin J.
    Wygod(1)


71


Chairman of the Board     (1)
    
    Member of the Executive Committee(2)
    
    Member of the Audit Committee(3)
    
    Member of the Compensation Committee(4)
    
    Member of the
    Nominating & Governance Committee    Executive
    Officers
  Name

Age

PositionsWayne T. Gattinella


59


Chief Executive Officer and PresidentAnthony Vuolo


53


Chief Operating Officer and Chief Financial OfficerNan-Kirsten Forte


48


Executive Vice President  Consumer ServicesWilliam Pence


48


Executive Vice President and Chief Technology OfficerDouglas W. Wamsley


52


Executive Vice President, General Counsel and SecretaryMartin J. Wygod


71


Chairman of the BoardSteven Zatz, M.D.


54


Executive Vice President  Professional Services   Mark J. Adler, M.D.,
 1




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Kevin M. Cameron
  Neil F. Dimick
  Nan-Kirsten Forte
  Wayne T. Gattinella
 2




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Jerome C. Keller
  James V. Manning
  Abdool Rahim Moossa, M.D.
  William Pence
  Herman Sarkowsky
  Joseph E. Smith
 3




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Stanley S. Trotman, Jr.
  Anthony Vuolo
  Douglas W. Wamsley
  Martin J. Wygod
  Steven Zatz, M.D.
   4




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Section 16(a)
    Beneficial Ownership Reporting Compliance
    Corporate
    Governance
  Board of Directors.
        Corporate Leadership Structure. day-to-day
 5




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Communications with Our Directors.
  
    forwarded to the addressees or distributed at the next scheduled
    Board meeting; or
    if they relate to financial or accounting matters, forwarded to
    the Audit Committee or discussed at the next scheduled Audit
    Committee meeting; or
    if they relate to the recommendation of the nomination of an
    individual, forwarded to the Nominating & Governance
    Committee or discussed at the next scheduled
    Nominating & Governance Committee meeting; or
    if they relate to the operations of WebMD, forwarded to the
    appropriate officers of WebMD, and the response or other
    handling reported to the Board at the next scheduled Board
    meeting.  Committees of the Board of
    Directors.
  Executive Committee.
  Audit Committee.
  
    retaining and overseeing the registered public accounting firm
    that serves as our independent auditor and evaluating their
    performance and independence;
    reviewing our annual audit plan with WebMDs management and
    registered public accounting firm;
    pre-approving any permitted services provided by our registered
    public accounting firm;
    approving the fees to be paid to our registered public
    accounting firm;
    reviewing the adequacy and effectiveness of our internal
    controls with WebMDs management, internal auditors and
    registered public accounting firm;
    reviewing and discussing the annual audited financial statements
    and the interim unaudited financial statements with WebMDs
    management and registered public accounting firm;
    approving our internal audit plan and reviewing reports of our
    internal auditors; 6




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
    determining whether to approve related party
    transactions; and
    overseeing the administration of WebMDs Code of Business
    Conduct.    Compensation Committee.
  
    oversight of our executive compensation program and our
    incentive and equity compensation plans;
    determination of compensation levels for and grants of incentive
    and equity-based awards to our executive officers and the terms
    of any employment agreements with them;
    determination of compensation levels for non-employee
    directors; and
    review of and making recommendations regarding other matters
    relating to our compensation practices.    Nominating & Governance
    Committee.
    
    identifying individuals qualified to become Board members;
    recommending to the Board the director nominees for each Annual
    Meeting of Stockholders;
    recommending to the Board candidates for filling vacancies that
    may occur between Annual Meetings;
    evaluating and making recommendations to the Board regarding
    matters relating to the governance of WebMD;
    providing oversight of WebMDs compliance programs and
    assisting the Board and the Boards other standing
    committees with respect to their oversight of those compliance
    programs; and
    providing oversight of senior executive recruitment and
    management development.     7




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
    the amount and type of the potential nominees managerial
    and policy-making experience in complex organizations and
    whether any such experience is particularly relevant to WebMD;
    any specialized skills or experience that the potential nominee
    has and whether such skills or experience are particularly
    relevant to WebMD;
    in the case of non-employee directors, whether the potential
    nominee has sufficient time to devote to service on the WebMD
    Board and the nature of any conflicts of interest or potential
    conflicts of interest arising from the nominees existing
    relationships;
    in the case of non-employee directors, whether the nominee would
    be an independent director and would be considered a
    financial expert or to have financial
    sophistication under applicable SEC rules and the listing
    standards of The Nasdaq Global Select Market;
    in the case of potential new members, whether the nominee
    assists in achieving a mix of Board members that represents a
    diversity of background and experience, including with respect
    to age, gender, race, areas of expertise and skills; and
    in the case of existing members, the nominees
    contributions as a member of the Board during his or her prior
    service.      Other Committees.
  
    Special Committee Regarding the DOJ
    Investigation.  Messrs. Manning, Sarkowsky
    and Smith and Dr. Adler are members of a special committee
    of the Board of Directors to oversee matters relating to the
    investigations described in Legal Proceedings 
    Investigations by United States Attorney for the District of
    South Carolina and the SEC in Note 9 to the
    Consolidated Financial Statements. This committee is a successor
    to a similar committee at HLTH prior to the Merger. 8




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
    Strategic Planning Committee.  Dr. Adler
    and Messrs. Dimick, Keller, Manning, Trotman and Wygod are
    members of a Strategic Planning Committee of the Board, which
    meets informally between regularly scheduled Board meetings
    regarding WebMDs business strategies and their
    implementation and any other matters that the Non-Employee
    Directors wish to discuss with management.
    Securities Repurchase
    Committee.  Messrs. Cameron, Smith and
    Trotman are members of a Securities Repurchase Committee of the
    Board, which is authorized to make determinations relating to
    repurchases of WebMDs Common Stock and Convertible Notes.  The Boards Role in Risk
    Oversight. day-to-day
  Code of
    Business Conduct
  www.wbmd.com, Form 8-K.
 9




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Non-Employee
    Director Compensation
  Introduction.
  
    annual fees for service on the Board and its standing
    committees, paid by WebMD in October 2010 in the form of shares
    of WebMD Common Stock not subject to any vesting requirements;
    grants of non-qualified options to purchase WebMD Common
    Stock; and
    cash fees for service on certain other committees of the Board.    2010 Director Compensation
    Table.
  (a)

(b)

(c)

(d)

(e)StockFees Earned or

Awards

Option Awards

TotalName

Paid in Cash ($)(1)

($)(2)

($)(3)

($)Mark J. Adler, M.D.


16,000



40,000



172,183



228,183Paul A. Brooke


8,125







172,183



180,308Neil F. Dimick


6,000



55,000



172,183



233,183Jerome C. Keller


6,000



37,500



172,183



215,683James V. Manning


16,000



55,000



172,183



243,183A. R. Moossa, M.D.






37,500



172,183



209,683Herman Sarkowsky


10,000



37,500



172,183



219,683Joseph E. Smith


10,000



37,500



172,183



219,683Stanley S. Trotman, Jr.


6,000



45,000



172,183



223,183     (1)
    
    The amounts in Column
    (b) reflect fees to members of the following committees for
    service on those committees: (1) the Strategic Planning
    Committee of the WebMD Board ($6,000 for each of Dr. Adler
    and Messrs. Dimick, Keller, Manning and Trotman); and
    (2) the Special Committee Regarding the DOJ Investigation
    ($10,000 for each of Dr. Adler and Messrs. Manning,
    Sarkowsky and Smith and $8,125 for Mr. Brooke). See
    Corporate Governance  Committees of the Board
    of Directors  Other Committees above.(2)
    
    The Non-Employee Directors received
    shares of WebMD Common Stock, not subject to any vesting
    requirements and valued at the respective amounts reported in
    Column (c) above, in payment of their annual retainers for
    service on the WebMD Board and its standing committees. In 2010,
    the annual retainers were paid by WebMD in WebMD Common Stock to
    each director on October 22, 2010 (the day after the 2010
    Annual Meeting of Stockholders). See  Annual
    Fees below. For each Non-Employee Director, the number of
    shares to be issued was determined by dividing the aggregate
    dollar amount of the fees payable to such Non-Employee Director
    by $50.57 (the closing price of WebMD Common Stock on the Nasdaq
    Global Select Market on October 22, 2010), with 10




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cash paid in lieu of issuing
    fractional shares. Based on that, the individual Non-Employee
    Directors received the following numbers of shares:  Number ofName

SharesMark J. Adler, M.D.


790Neil F. Dimick


1,087Jerome C. Keller


741James V. Manning


1,087A.R. Moossa, M.D.


741Herman Sarkowsky


741Joseph E. Smith


741Stanley S. Trotman, Jr.


889
   (3)
    The amounts reported in Column (d) and (e) above
    reflect the grant date fair value for the stock options awarded
    to the Non-Employee Directors by WebMD on January 1, 2010,
    computed in accordance with FASB ASC Topic 718. See Note 10
    (Stock-Based Compensation) to the Consolidated Financial
    Statements included in this Annual Report for an explanation of
    the methodology and assumptions used in determining the fair
    value of stock option awards granted. The actual amounts, if
    any, ultimately realized by our Non-Employee Directors from
    these stock options will depend on the price of our Common Stock
    at the time they exercise vested stock options.    Number of Shares Subject

Weighted AverageName

to Outstanding Options_

Exercise Price_Mark J. Adler, M.D.


79,200


$
32.64Paul A. Brooke


13,200


$
38.49Neil F. Dimick


92,400


$
30.48Jerome C. Keller


72,600


$
32.96James V. Manning


92,400


$
30.48A.R. Moossa, M.D.


66,000


$
33.36Herman Sarkowsky


13,200


$
38.49Joseph E. Smith


13,200


$
38.49Stanley S. Trotman, Jr.


72,600


$
33.46
     Number of Shares Subject

Weighted AverageName

to Outstanding Options

Exercise PriceMark J. Adler, M.D.


41,329


$
35.07Paul A. Brooke


97,768


$
19.92Neil F. Dimick


44,440


$
24.38James V. Manning


61,327


$
26.14Herman Sarkowsky


144,430


$
27.98Joseph E. Smith


100,434


$
25.81
  11




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Annual
    Fees
  Overview.
  
    an annual retainer for service on the Board;
    annual fees for service on standing Committees of the
    Board; and
    annual fees, if any, for serving as Chairperson of standing
    Committees of the Board.  out-of-pocket
  Board Service.
  Service on Standing Committees.
  Type of Service

Annual FeeMembership on Audit Committee (Messrs. Dimick, Manning
    and Trotman)

$
15,000Chairperson of Audit Committee (Mr. Manning)

$
10,000Membership on Compensation Committee (Dr. Adler and
    Messrs. Sarkowsky and Smith)or Nominating &
    Governance Committee (Messrs. Dimick and Keller and
    Dr. Moossa)

$
7,500Chairperson of Compensation Committee (Dr. Adler)or
    Nominating & Governance Committee (Mr. Dimick)

$
2,500     Service on Other Committees.
  Type of Service

Fees Paid in 2010Membership on the Strategic Planning Committee (Dr. Adler and
    Messrs. Dimick, Keller, Manning and Trotman)

$
6,000Membership on the Special Committee regarding the DOJ
    Investigation (Dr. Adler and Messrs. Manning,
    Sarkowsky and Smith, with Mr. Brooke receiving a pro rated
    amount of $8,125)

$
10,000     Option
    Grants by WebMD
  Annual Stock Option Grants by WebMD.
 12




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Discretionary Grants by WebMD.
  Option
    Grants by HLTH
  Annual Stock Option Grants by HLTH. 1 4 1 48
   13




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Discretionary Grants by HLTH.
 14




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Item 11.
    Executive
    Compensation  Overview
    
    2010 Report of the Compensation
    Committee.This section contains a report of
    the Compensation Committee of our Board of Directors regarding
    the Compensation Discussion and Analysis section
    described below. The material in the 2010 Report of the
    Compensation Committee shall not be deemed incorporated by
    reference by any general statement incorporating by reference
    this Annual Report into any filing under the Securities Act of
    1933 or the Securities Exchange Act of 1934, except to the
    extent that WebMD specifically incorporates this information by
    reference, and shall not otherwise be deemed filed under such
    Acts.
    Compensation Committee Interlocks and Insider
    Participation.This section contains
    information regarding certain types of relationships involving
    our Compensation Committee members.
    Compensation Discussion and
    Analysis.  This section contains a description
    of the specific types of compensation we pay, a discussion of
    our compensation policies, information regarding how those
    policies were applied to the compensation of our Named Executive
    Officers for 2010 and other information that we believe may be
    useful to investors regarding compensation of our Named
    Executive Officers and other employees.
    Executive Compensation Tables.  This
    section provides information, in tabular formats specified in
    applicable SEC rules, regarding the amounts or value of various
    types of compensation paid to our Named Executive Officers and
    related information.
    Potential Payments and Other Benefits Upon Termination or
    Change of Control.  This section provides
    information regarding amounts that could become payable to our
    Named Executive Officers following specified events.
    Employment Agreements with Named Executive
    Officers.  This section contains summaries of
    the employment agreements between our Named Executive Officers
    and WebMD or its subsidiaries. We refer to these summaries in
    various other places in this Executive Compensation section.    2010
    Report of the Compensation Committee
   15




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Form 10-K.
  Mark J. Adler, M.D. (Chairperson)
    Herman Sarkowsky
    Joseph E. Smith
  Compensation
    Committee Interlocks and Insider Participation
      Compensation
    Discussion and Analysis
    Overview of Types of Compensation Used by
    WebMD.
  
    cash salary;
    an annual cash bonus, the amount of which was determined by the
    Compensation Committee in its discretion;
    Supplemental Bonus Plan contributions (which are cash amounts
    contributed to a trust, which distributes such amounts, with
    interest earned, the following year if the executive officer
    remains employed through a specified date), the amount of which
    was determined by the Compensation Committee in its discretion;
    special bonuses to provide recognition for specific
    accomplishments or at the time of a promotion, if determined by
    the Compensation Committee to be appropriate and in amounts
    determined by the Compensation Committee in its discretion;
    grants of options to purchase shares of WebMD Common Stock,
    subject to vesting based on continued employment, with an
    exercise price that is equal to the fair market value of WebMD
    Common Stock on the grant date; and
    grants of shares of WebMD Restricted Stock, subject to vesting
    based on continued employment.     16




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Discussion of Compensation
    Policies.
  
    Competitive with the market in order to help attract,
    motivate and retain highly qualified managers and
    executives.  We seek to attract and retain talent
    by offering competitive base salaries, annual incentive
    opportunities, and the potential for long-term rewards through
    equity-based awards, such as stock options and restricted stock.
    We have, in the past, granted and may continue to grant
    equity-based awards to a large portion of our employees, not
    just our executives. Those awards have been primarily in the
    form of non-qualified options to purchase WebMD Common Stock.
    Performance-based to link executive pay to company
    performance over the short term and long term and to facilitate
    shareholder value creation.  It is WebMDs
    practice to provide compensation opportunities in addition to
    base salary that are linked to our companys performance
    and the individuals performance. Achievement of short-term
    goals is rewarded through annual cash bonuses, while achievement
    of long-term objectives is encouraged through nonqualified stock
    option grants and restricted stock awards that are subject to
    vesting over periods generally ranging from three to four years.
    Through annual and long-term incentives, a major portion of the
    total potential compensation of WebMDs executive officers
    (and other members of senior management) is placed at risk in
    order to motivate them to improve the performance of our
    businesses and to increase the value of our company. In
    addition, WebMD has made equity-based grants to virtually all of
    its full-time employees for at least a portion of their
    compensation. The equity compensation is offered in lieu of
    higher cash compensation in order to align the interests of our
    employees with the long-term interests of our stockholders. 17




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
    Designed to foster a long-term commitment by
    management.  The Compensation Committee believes
    that there is great value to our company in having a team of
    long-tenured, seasoned executives and managers. Our compensation
    practices are designed to foster a long-term commitment to WebMD
    by our management team. The vesting schedules attributable to
    equity grants are typically three to four years.    
    the amounts of the annual bonuses for 2010 and the amounts
    contributed to the Supplemental Bonus Plan that were approved by
    the Compensation Committee in February 2011, as more fully
    described under  Use of Specific Types of
    Compensation in 2010  Annual Bonuses and
     Use of Specific Types of Compensation in
    2010  Supplemental Bonus Plan (SBP) Awards
    below; and
    the size and terms of the equity grants that were approved by
    the Compensation Committee in June 2010, as more fully described
    below under  Use of Specific Types of
    Compensation in 2010  Equity
    Compensation  2010  Grants to Certain
    Members of Senior Management below.      Use of
    Specific Types of Compensation in 2010
  Base Salary.
 18




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Annual Bonuses.
  
    goals of any type set by the Board and communicated to senior
    management at any point in the year;
    the effects of acquisitions and dispositions of businesses made
    during the year; and
    the effects of unexpected events and changes in WebMDs
    businesses during the year.      TargetAnnualTarget

BonusAnnual

Amount asNamed



Annual

Bonus

a PercentExecutive Officer

Title

Salary

Opportunity

of SalaryWayne T. Gattinella

Chief Executive Officer and President

$
560,000


$
560,000



100
%Anthony Vuolo

Chief Operating Officer and Chief Financial Officer

$
450,000


$
450,000



100
%William Pence

Executive Vice President and Chief Technology Officer

$
375,000


$
131,300



35
%Steven Zatz, M.D.

Executive Vice President  Professional Services

$
375,000


$
131,300



35
%    19




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Sum of 2010 Annual

Sum of 2009 AnnualNamed



Bonus and SBP Award

Bonus and SBP AwardExecutive Officer

Title

Amount

% of Target

Amount

% of TargetWayne T. Gattinella

Chief Executive Officer and President

$
400,000



71
%

$
400,000



71
%Anthony Vuolo

Chief Operating Officer and Chief Financial Officer

$
375,000



83
%

$
315,000



70
%William Pence

Executive Vice President and Chief Technology Officer

$
150,000



114
%

$
125,000



95
%Steven Zatz, M.D.

Executive Vice President  Professional Services

$
125,000



95
%

$
125,000



95
%     Named



2010 Amounts

2009 AmountsExecutive Officer

Title

Cash Bonus

SBP Award

Cash Bonus

SBP AwardWayne T. Gattinella

Chief Executive Officer and President

$
268,000


$
132,000


$
268,000


$
132,000Anthony Vuolo

Chief Operating Officer and Chief Financial Officer

$
251,250


$
123,750


$
211,050


$
103,950William Pence

Executive Vice President and Chief Technology Officer

$
100,500


$
49,500


$
83,750


$
41,250Steven Zatz, M.D.

Executive Vice President  Professional Services

$
83,750


$
41,250


$
83,750


$
41,250      20




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Supplemental Bonus Plan (SBP) Awards.
  
    2010 SBP Awards.  In February 2011, the
    Compensation Committee approved the contribution, made in March
    2011, to the Supplemental Bonus Trust of SBP Awards for 2010
    (which we refer to as the 2010 SBP Awards), including: a
    $132,000 contribution for Mr. Gattinella; a $123,750
    contribution for Mr. Vuolo; a $49,500 contribution for
    Dr. Pence; a $577,500 contribution for Mr. Wygod; and
    a $41,250 contribution for Dr. Zatz. In order to receive
    the applicable payment from the Supplemental Bonus Trust for the
    2010 SBP Awards, each SBP participant is required to be employed
    by WebMD on March 1, 2012 (subject to limited exceptions
    for death, disability, or certain terminations of employment in
    connection with a sale of a subsidiary or division or, in the
    discretion of the governing committee, certain other reductions
    in force or position eliminations). The Supplemental Bonus Trust
    will distribute the 2010 SBP Awards, together with actual net
    interest earned on the respective amounts, to SBP participants
    as promptly as practicable following March 1, 2012 (but in
    no event later than
    21/2
    months following such date).
    2009 SBP Awards.  In March 2010, the
    Compensation Committee of the WebMD Board approved the
    contribution, made in March 2010, to the Supplemental Bonus
    Trust of SBP Awards for 2009 (which we refer to as the 2009 SBP
    Awards), including: a $132,000 contribution for
    Mr. Gattinella; a $103,950 contribution for Mr. Vuolo;
    a $41,250 contribution for Dr. Pence; a $165,000
    contribution for Mr. Wygod; and a $41,250 contribution for
    Dr. Zatz. In order to receive the applicable payment from
    the Supplemental Bonus Trust for the 2009 SBP Awards, each SBP
    participant was required to be employed by WebMD on
    March 1, 2011 (subject to the limited exceptions described
    above). In March 2011, the Supplemental Bonus Trust distributed
    the 2009 SBP Awards, together with actual net interest earned on
    the respective amounts, to SBP participants and, at that time:
    Mr. Gattinella received $132,013; Mr. Vuolo received
    $103,960; Dr. Pence received $41,254; Mr. Wygod
    received $165,016; and Dr. Zatz received $41,254.
    2008 SBP Awards.  In February 2009, the
    Compensation Committee of the WebMD Board approved the
    contribution, made in March 2009, to the Supplemental Bonus
    Trust of SBP Awards for certain WebMD officers and employees for
    2008 (which we refer to as the 2008 SBP Awards), including: a
    $135,000 contribution for Mr. Gattinella; a $125,000
    contribution for Mr. Vuolo; a $55,000 contribution for
    Dr. Pence; and a $45,000 contribution for Dr. Zatz.
    Mr. Wygod did not receive a 2008 SBP Award. In order to
    receive the applicable payment from the Supplemental Bonus Trust
    for the 2008 SBP Awards, each SBP participant was required to be
    employed by WebMD on March 1, 2010 (subject to the limited
    exceptions described above). In March 2010, the Supplemental
    Bonus Trust distributed the 2008 SBP Awards, together with
    actual net interest earned on the respective amounts, to SBP
    participants and, at that time: Mr. Gattinella received
    $135,099; Mr. Vuolo received $125,091; Dr. Pence
    received $55,040; and Dr. Zatz received $45,033. 21




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
    2007 SBP Awards.  In March 2008, the WebMD
    Compensation Committee approved the contribution, made in March
    2008, to the Supplemental Bonus Trust of SBP Awards for 2007
    (which we refer to as the 2007 SBP Awards) for certain WebMD
    officers and employees, including: a $135,000 contribution for
    Mr. Gattinella; a $125,000 contribution for Mr. Vuolo;
    and a $45,000 contribution for Dr. Zatz. Dr. Pence and
    Mr. Wygod did not receive 2007 SBP Awards. In order to
    receive the applicable payment from the Supplemental Bonus Trust
    for the 2007 SBP Awards, each SBP participant was required to be
    employed by WebMD on March 1, 2009 (subject to the limited
    exceptions described above). In March 2009, the Supplemental
    Bonus Trust distributed the 2007 SBP Awards, together with
    actual net interest earned on the respective amounts, to SBP
    participants and, at that time: Mr. Gattinella received
    $136,869; Mr. Vuolo received $126,730; and Dr. Zatz
    received $45,623.    Equity Compensation.
  year-to-year
  
    2008  Broad-Based Grants by WebMD and
    HLTH.  In December 2008, the WebMD Compensation
    Committee approved the making of a broad-based equity grant to
    most of WebMDs employees, following an increase in the
    number of shares available for grant under the 2005 Plan
    approved at our 2008 Annual Meeting of Stockholders. Similarly,
    in December 2008, the HLTH Compensation Committee approved the
    making of a broad-based equity grant to HLTHs corporate
    employees. The respective Compensation Committees also
    specifically determined the size and terms of the grants to be
    made to executive officers. WebMD had not made any grants to any
    of its executive officers since the grants made at the time of
    our initial public offering in September 2005, other than the
    grant to Dr. Pence at the time he joined WebMD in late
    2007. Accordingly, most of our current executive officers held
    equity awards that were substantially vested (with one 25%
    vesting in September 2009 remaining), which reduced the employee
    retention incentive provided by those awards. The vesting
    schedule for the December 2008 WebMD equity grants is 25% on
    March 31 of each of 2010 through 2013. This vesting schedule,
    which differs from the standard vesting schedule used by WebMD
    (25% on the first four anniversaries of grant), was designed so
    that the initial vesting would be six months 22




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##### Table of Contents



after the last vesting of the grants made in connection with our
    initial public offering. HLTH had not made any grants to its
    executive officers since the fourth quarter of 2006 (with no
    grant being made to Mr. Gattinella at that time). In making
    grants of HLTH equity in December 2008, the HLTH Compensation
    Committee took into consideration the fact that the option
    grants made in 2006 were
    out-of-the-money
    in December 2008, with an exercise price of $11.86. The grants
    made in December 2008 had an exercise price of $9.46 (the
    closing price on December 10, 2008, the date of grant),
    other than the grant to Mr. Wygod, which had an exercise
    price of $8.49 (the closing price on December 1, 2008, the
    date of grant). Similarly, in making grants of WebMD equity to
    Dr. Pence in December 2008, the WebMD Compensation
    Committee took into consideration the fact that the option
    grants made to Dr. Pence when he joined WebMD in November
    2007 were
    out-of-the-money,
    with an exercise price of $45.23. The grants made by WebMD in
    December 2008 had an exercise price of $23.61.  
    2009  Grants Based on Specific
    Events.  WebMD made two grants of equity to Named
    Executive Officers in 2009: (1) a grant of
    44,000 shares of WebMD Restricted Stock to Mr. Vuolo
    in connection with his taking on the additional position of
    Chief Financial Officer in November 2009 and (2) a grant of
    110,000 shares of WebMD Restricted Stock to Mr. Wygod
    at the time of the reduction of his salary from $975,000 per
    year to $120,000 per year in connection with the completion of
    the Merger. HLTH did not make any grants of equity to our Named
    Executive Officers in 2009.
    2010  Grants to Certain Members of Senior
    Management.  WebMD made grants to each of the
    Named Executive Officers on June 28, 2010, as described
    under  Executive Compensation
    Tables  Grants of Plan-Based Awards in 2010
    below. In addition, the two other executive officers and
    approximately 15 other members of senior management received
    grants on June 28, 2010, with the same exercise price for
    options to purchase WebMD Common Stock ($46.81 per share) and
    the same vesting schedule for options and shares of WebMD
    Restricted Stock (25% on each of the first four anniversaries of
    the date of grant) as the grants made to the Named Executive
    Officers. The total number of shares of WebMD Restricted Stock
    granted on June 28, 2010 was 232,000. The total number of
    options to purchase shares of WebMD Common Stock granted on
    June 28, 2010 was 960,000. The June 28, 2010 grants
    were intended to provide additional compensation designed to
    motivate and retain executive officers and other employees
    believed to be important to the future growth of WebMD.  Application of Compensation Policies to Individual Named
    Executive Officers.
    Benefits and Perquisites.
 23




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Compensation
    Following Termination of Employment or a Change of
    Control
  Overview.
    Employment Agreement Provisions Regarding Termination
    Benefits.
  
    continuation of cash compensation (including salary and, in some
    cases, an amount based on past bonuses) for a period following
    termination;
    continuation or acceleration of vesting
    and/or
    exercisability of some or all options or restricted
    stock; and
    continued participation in certain of our health and welfare
    insurance plans or payment of COBRA premiums. 24




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##### Table of Contents



Employment Agreement Provisions Regarding Change in Control
    Benefits.
  
    In the case of Mr. Gattinella, so long as he remains
    employed for one year following a change of control of WebMD,
    his options to purchase WebMD Common Stock granted in December
    2008 and June 2010 would continue to vest until the second
    anniversary of the change of control, even if he resigns from
    the employ of WebMD prior to such vesting date. In addition,
    that portion of the grants of WebMD Restricted Stock made in
    December 2008 and June 2010 that would have vested through the
    second anniversary of the change of control would become vested
    on the date of his resignation. In the event that, following a
    change of control, Mr. Gattinella is terminated by WebMD
    without cause or he resigns for good reason, the options and
    restricted stock will be treated in the same manner described
    above.
    With respect to Mr. Vuolo, he would be able to resign
    following a change of control, (a) after the completion of
    a six month transition period with the successor, and receive
    the same benefits that he would be entitled to upon a
    termination without cause following the change of control (as
    set forth in the tables below and the description of his
    employment agreement that follows) or (b) in the case of
    the December 2008 stock option and restricted stock grants from
    WebMD and HLTH, the November 2009 WebMD Restricted Stock grant
    and the June 2010 grants of WebMD Restricted Stock and options
    to purchase WebMD Common Stock, after the completion of a one
    year transition period, in which event (i) the options
    would continue to vest until the second anniversary of the
    change of control, (ii) that portion of the WebMD
    Restricted Stock granted in December 2008 and June 2010 that
    would have vested through the second anniversary of the change
    of control would become vested on the date of his resignation
    and (iii) that portion of the WebMD Restricted Stock
    granted in November 2009 that remains unvested will vest on the
    date of resignation. In the event that, following a change of
    control, Mr. Vuolo is terminated by WebMD without cause or
    he resigns for good reason, the options and restricted stock
    will be treated in the same manner described above.
    With respect to Mr. Wygod, the vesting of all WebMD
    Restricted Stock and all options to purchase WebMD Common Stock
    outstanding at the time of a change of control will accelerate
    on the date of the change of control. If Mr. Wygods
    employment terminates for any reason (other than cause)
    thereafter the options will remain outstanding through the
    remainder of their term.   25




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##### Table of Contents



Application in 2010.
  
    In making the grants to Mr. Wygod, the Compensation
    Committee determined that it was appropriate for the existing
    provisions of Mr. Wygods employment agreement
    regarding equity compensation (as described above) to apply to
    those grants.
    In making the grants to Messrs. Gattinella and Vuolo, the
    Compensation Committee determined that it was appropriate to
    treat the June 2010 grants in the same manner as the grants made
    in December 2008 (as described above).  Deductibility of
    Compensation.
  Executive
    Compensation Tables
    
    Summary Compensation Table, which presents information regarding
    the total compensation of each of our Named Executive Officers
    and the types and values of the components; and
    three tables providing additional information regarding our
    equity compensation, entitled: Grants of Plan-Based Awards in
    2010; Outstanding Equity Awards at End of 2010; and Option
    Exercises and Stock Vested in 2010.   26




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##### Table of Contents



Summary
    Compensation Table
  Table.
  (a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)Stock

Option

All OtherName and



Salary

Bonus

Awards

Awards

Compensation

TotalPrincipal Position

Year

($)(1)

($)(2)

($)(3)

($)(3)

($)

($)Wayne T. Gattinella


2010



560,000



403,099
(4)


1,404,300W



1,845,660W



9,464
(5)


4,222,523Chief Executive Officer


2009



581,538



404,869
(4)










13,658
(5)


1,000,065and President


2008



560,000



135,000



1,416,600W



2,426,184W



9,758
(5)


4,547,542Anthony Vuolo


2010



450,000



376,341
(7)


936,200W



1,538,050W



17,704
(8)


3,318,295Chief Operating Officer &


2009



467,308



437,780
(7)


1,507,440W







18,l65
(8)


2,430,693Chief Financial
    Officer(6)


2008



450,000



375,000
(7)


1,156,890W



500,310H



17,704
(8)


4,481,2881,981,384W2,481,694William Pence


2010



375,000



155,540
(9)


468,100W



1,153,538W



6,193
(10)


2,158,371Executive Vice President &


2009



389,423



83,750











13,292
(10)


486,465Chief Technology Officer


2008



375,000



55,000



295,125W



1,516,365W



4,360
(10)


2,245,850Martin J.
    Wygod(11)


2010



120,000



1,172,500



3,510,750W



1,153,538W



17,208
(12)


5,973,996Chairman of the Board


2009



848,077



1,235,000
(13)


3,768,600W







10,847
(12)


5,862,5242008



975,000



1,500,000



2,037,600H



1,224,960H



10,847
(12)


9,591,1911,416,600W



2,426,184W3,454,200



3,651,144Steven Zatz, M.D.


2010



375,000



128,783
(14)


468,100W



1,153,538W



6,415
(15)


2,131,836Executive Vice President 


2009



378,577



129,373
(14)










8,865
(15)


516,815Professional Services


2008



345,000



45,000



566,640W



1,010,910W



6,257
(15)


1,973,807     (1)
    
    We pay salary to our employees on a
    bi-weekly basis and, in calendar year 2009, we made 27 such
    bi-weekly payments, so certain of the Named Executive Officers
    received aggregate salary payments in calendar year 2009 that
    exceeded their annual salary rate and that higher amount is
    reported in Column (c) for 2009. The amounts for 2010 in
    Column (c) are equal to the current annual salary rate for
    each of the Named Executive Officers. For additional information
    regarding the annual salary rate of the Named Executive
    Officers, see Employment Agreements with Named Executive
    Officers below.(2)
    
    The amounts reported in Column
    (d) include, to the extent applicable to the individual
    Named Executive Officers, with respect to the years listed:
    annual cash bonuses for that year (which were paid in February
    or March of the following year); special bonuses paid in cash
    during that year; and amounts released from the Supplemental
    Bonus Trust during that year. For additional information, see
     Background Information Regarding the Summary
    Compensation Table  Supplemental Bonus Plan
    (SBP) below and  Compensation Discussion
    and Analysis  Use of Specific Types of Compensation
    in 2010  Supplemental Bonus Plan (SBP) above.
    Where amounts listed for an individual in a specific year
    include anything other than just the annual cash bonus for that
    year, we have included the breakdown in a footnote to this table
    below.(3)
    
    The amounts reported in Columns
    (e) and (f) above reflect the grant date fair value,
    in the year of grant, for the WebMD Restricted Stock and options
    to purchase WebMD Common Stock awarded in each of 2010, 2009 and
    2008 (and HLTH Restricted Stock and options to purchase HLTH
    Common Stock awarded in 2008), if any, to the respective Named
    Executive Officers, computed in accordance with FASB ASC Topic
    718. See Note 10 (Stock-Based Compensation) to the
    Consolidated Financial Statements included in this Annual Report
    for an explanation of the methodology and assumptions used in
    determining the fair value of these awards. 27




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##### Table of Contents



The actual amounts, if any,
    ultimately realized by our Named Executive Officers from these
    grants depend on the price of our Common Stock at the time of
    vesting of restricted stock or at the time of exercise of vested
    stock options, as the case may be.(4)
    
    For 2010, consists of: (a) an
    annual bonus for 2010 of $268,000 and (b) $135,099 released
    in March 2010 from the Supplemental Bonus Trust with respect to
    contributions made on Mr. Gattinellas behalf for
    2008. For 2009, consists of: (a) an annual bonus for 2009
    of $268,000 and (b) $136,869 released in March 2009 from
    the Supplemental Bonus Trust with respect to contributions made
    on Mr. Gattinellas behalf for 2007.(5)
    
    For 2010, consists of:
    (a) $3,156 in company matching contributions under the
    401(k) Plan; (b) $3,986 for company-paid supplemental
    disability insurance; and (c) $2,322 for company-paid group
    term life insurance. For 2009, consists of: (a) $7,350 in
    company matching contributions under the 401(k) Plan;
    (b) $3,986 for company-paid supplemental disability
    insurance; and (c) $2,322 for company-paid group term life
    insurance. For 2008, consists of: (a) $3,450 in company
    matching contributions under the 401(k) Plan; (b) $3,986
    for company-paid supplemental disability insurance; and
    (c) $2,322 for company-paid group term life insurance.(6)
    
    Mr. Vuolo served as our Chief
    Operating Officer for all of 2009 and began serving in the
    additional position of Chief Financial Officer in October 2009.
    In connection with Mr. Vuolo becoming Chief Financial
    Officer of WebMD, he was granted 44,000 shares of WebMD
    Restricted Stock on November 3, 2009, 25% of which vested
    on the first anniversary of the date of grant and 25% of which
    is scheduled to vest on each of the next three anniversaries of
    the date of grant. That grant is reflected in Column
    (e) for 2009.(7)
    
    For 2010, consists of: (a) an
    annual bonus for 2010 of $251,250 and (b) $125,091 released
    in March 2010 from the Supplemental Bonus Trust with respect to
    contributions made on Mr. Vuolos behalf for 2008. For
    2009, consists of: (a) an annual bonus for 2009 of
    $211,050; (b) a special bonus of $100,000 paid in November
    2009 in recognition of his contributions to the completion of
    HLTHs divestiture of Porex; and (c) $126,730 released
    in March 2009 from the Supplemental Bonus Trust with respect to
    contributions made on Mr. Vuolos behalf for 2007. For
    2008, consists of: (a) an annual bonus for 2008 of $125,000
    and (b) a bonus of $250,000 for services Mr. Vuolo
    provided to HLTH during 2008 outside his responsibilities as an
    officer of WebMD, including services in connection with
    HLTHs divestitures and tender offer during 2008.(8)
    
    For 2010, consists of:
    (a) $4,462 for company-paid supplemental disability
    insurance; (b) $1,242 for company-paid group term life
    insurance; and (c) an automobile allowance of $12,000. For
    2009, consists of: (a) $4,462 for company-paid supplemental
    disability insurance; (b) $1,242 for company-paid group
    term life insurance; and (c) an automobile allowance of
    $12,461. For 2008, consists of: (a) $4,462 for company-paid
    supplemental disability insurance; (b) $1,242 for
    company-paid group term life insurance; and (c) an
    automobile allowance of $12,000.(9)
    
    Consists of: (a) an annual
    bonus for 2010 of $100,500 and (b) $55,040 released in
    March 2010 from the Supplemental Bonus Trust with respect to
    contributions made on Mr. Pences behalf for 2008.(10)
    
    For 2010, consists of:
    (a) $810 for company-paid group term life insurance,
    (b) $3,421 for company-paid supplemental disability
    insurance; and (c) $1,962 in company matching contributions
    under the 401(k) Plan. For 2009, consists of: (a) $810 for
    company-paid group term life insurance, (b) $5,132 for
    company-paid supplemental disability insurance; and
    (c) $7,350 in company matching contributions under the
    401(k) Plan. For 2008, consists of: (a) $810 for
    company-paid group term life insurance, (b) a $100
    incentive (for employees who completed a WebMD Health Manager
    online questionnaire); and (c) $3,450 in company matching
    contributions under the 401(k) Plan.(11)
    
    At the time of the Merger,
    Mr. Wygods salary was reduced from $975,000 per year
    to $120,000 per year. In connection with that reduction,
    Mr. Wygod was granted 110,000 shares of WebMD
    Restricted Stock on November 3, 2009, 25% of which vested
    on the first anniversary of the date of grant and 25% of which
    is scheduled to vest on each of the next three anniversaries of
    the date of grant. That grant is reflected in Column
    (e) for 2009. For additional information, see
    Employment Agreements with Named Executive
    Officers  Martin J. Wygod below.(12)
    
    For 2010, consists of:
    (a) $6,083 for company-paid supplemental disability
    insurance; and (b) $11,125 for company-paid group term life
    insurance. For each of 2009 and 2008, consists of:
    (a) $3,989 for company-paid supplemental disability
    insurance; and (b) $6,858 for company-paid group term life
    insurance.(13)
    
    Consists of: (a) an annual
    bonus for 2009 of $335,000; and (b) a special bonus of
    $900,000 paid in November 2009 in recognition of his
    contributions to the completion of HLTHs divestiture of
    Porex.(14)
    
    For 2010, consists of: (a) an
    annual bonus for 2010 of $83,750 and (b) $45,033 released
    in March 2010 from the Supplemental Bonus Trust with respect to
    contributions made on Dr. Zatzs behalf for 2008. For
    2009, consists of: (a) an annual bonus for 2009 of $83,750
    and (b) $45,623 released in March 2009 from the
    Supplemental Bonus Trust with respect to contributions made on
    Dr. Zatzs behalf for 2007.(15)
    
    For 2010, consists of:
    (a) $1,242 company-paid group term life insurance,
    (b) $2,723 company-paid supplemental disability
    insurance; and (c) $2,450 in company matching contributions
    under the 401(k) Plan. For 2009, consists of: (a) $1,242
    for company-paid group term life insurance; (b) $2,723 for
    company-paid supplemental disability insurance; and
    (c) $4,900 in company matching contributions under the
    401(k) Plan. For 2008, consists of:
    (a) $1,242 company-paid group term life insurance,
    (b) $2,715 company-paid supplemental disability
    insurance; and (c) $2,300 in company matching contributions
    under the 401(k) Plan. 28




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##### Table of Contents



Background
    Information Regarding the Summary Compensation
    Table
  General.
  Equity Compensation.
    Employment Agreements.
  Supplemental Bonus Plan (SBP).
 29




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##### Table of Contents



Grants of
    Plan-Based Awards in 2010
  Table.
  (a)

(b)

(c)

(d)

(e)

(f)

(g)GrantAll Option



DateAwards:

Exercise

FairAll Stock

Number of

or Base

Value ofAwards:

Securities

Price of

Stock andNumber of

Underlying

Option

OptionApproval

Grant

Shares of Stock

Options

Awards

AwardsName

Date

Date

(#)

(#)

($/Sh)

($)(1)Wayne T. Gattinella


6/28/10



6/28/10



30,000



120,000



46.81



3,249,960Anthony Vuolo


6/28/10



6/28/10



20,000



100,000



46.81



2,474,250William Pence


6/28/10



6/28/10



10,000



75,000



46.81



1,621,638Martin J. Wygod


6/28/10



6/28/10



75,000



75,000



46.81



4,664,288Steven Zatz, M.D.


6/28/10



6/28/10



10,000



75,000



46.81



1,621,638     (1)
    
    The amounts reported in this column
    have been calculated in accordance with FASB ASC Topic 718 and
    reflect the fair value of each equity award based on the grant
    date fair market value of WebMD Common Stock. See Note 10
    (Stock-Based Compensation) to the Consolidated Financial
    Statements included in this Annual Report for an explanation of
    the methodology and assumptions used in determining the fair
    value of these awards. The actual amounts, if any, ultimately
    realized by our Named Executive Officers from these grants
    depend on the price of our Common Stock at the time of vesting
    of restricted stock or at the time of exercise of vested stock
    options, as the case may be.  Additional Information Regarding
    Awards.
     30




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##### Table of Contents



Outstanding
    Equity Awards at End of 2010
    (a)



(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)Option Awards(1)

Stock Awards(2)Number of

Number of











MarketSecurities

Securities







Number of



Value ofUnderlying

Underlying







Shares of



Shares ofUnexercised

Unexercised

Option





Stock That

Stock

StockOptions

Options

Exercise

Option

Option

Have Not

Award

That Have(#)

(#)

Price

Grant

Expiration

Vested

Grant

Not VestedName

Exercisable

Unexercisable

($)

Date

Date

(#)

Date

($)(3)Wayne T. Gattinella


(W
)






120,000
(4)


46.81



6/28/10



6/28/20



30,000
(4)


6/28/10



1,531,800(W
)


60,000



180,000
(5)


23.61



12/10/08



12/10/18



45,000
(5)


12/10/08



2,297,700(H
)


41,100







19.33



3/17/04



3/17/14











Anthony Vuolo


(W
)






100,000
(4)


46.81



6/28/10



6/28/20



20,000
(4)


6/28/10



1,021,200(W
)






















33,000
(4)


11/03/09



1,684,980(W
)






147,000
(5)


23.61



12/10/08



12/10/18



36,750
(5)


12/10/08



1,876,455(H
)


39,996



39,996
(4)


21.29



12/10/08



12/10/18











William Pence


(W
)






75,000
(4)


46.81



6/28/10



6/28/20



10,000
(4)


6/28/10



510,600(W
)






112,500
(5)


23.61



12/10/08



12/10/18



9,375
(5)


12/10/08



478,608(W
)


112,500



37,500
(4)


45.23



11/01/07



11/01/17



6,250
(4)


11/01/07



319,125Martin J. Wygod


(W
)






75,000
(4)


46.81



6/28/10



6/28/20



75,000
(4)


6/28/10



3,829,500(W
)






















82,500
(4)


11/03/09



4,212,450(W
)






180,000
(5)


23.61



12/10/08



12/10/18



45,000
(5)


12/10/08



2,297,700(H
)






106,656
(4)


19.11



12/01/08



12/01/18



53,328
(4)


12/01/08



2,722,928(H
)


11,110







51.54



7/01/98



7/01/13











(H
)


11,110







34.88



7/01/97



7/01/12











(H
)


11,110







33.31



7/01/96



7/01/11











Steven Zatz, M.D.


(W
)






75,000
(4)


46.81



6/28/10



6/28/20



10,000
(4)


6/28/10



510,600(W
)






75,000
(5)


23.61



12/10/08



12/10/18



18,000
(5)


12/10/08



919,080     (1)
    
    Each grant reported in the table
    above was granted under, and is subject to, the WebMD 2005 Plan,
    HLTHs Amended and Restated 2000 Long-Term Incentive Plan,
    HLTHs Amended and Restated 1996 Stock Plan or another plan
    or agreement that contains substantially similar terms. The
    option expiration date shown in Column (f) above is the
    normal expiration date, and the last date that the options may
    be exercised. For each Named Executive Officer, the
    unexercisable options shown in Column (c) above are also
    unvested. Unvested options are generally forfeited if the Named
    Executive Officers employment terminates, except to the
    extent otherwise provided in an employment agreement. For
    information regarding the effect on vesting of options of the
    death, disability or termination of employment of a Named
    Executive Officer or a change of control of WebMD, see
    Potential Payments and Other Benefits Upon Termination of
    Employment or a Change of Control below. The exercisable
    options shown in Column (b) above, and any unexercisable
    options shown in Column (c) above that subsequently become
    exercisable, will generally expire earlier than the normal
    expiration date if the Named Executive Officers employment
    terminates, except as otherwise specifically provided in the
    Named Executive Officers employment agreement. For a
    description of the material terms of the Named Executive
    Officers employment agreements, see Employment
    Agreements with Named Executive Officers below.(2)
    
    Unvested shares of restricted stock
    are generally forfeited if the Named Executive Officers
    employment terminates, except to the extent otherwise provided
    in an employment agreement or award agreement. The stock awards
    held by our Named Executive Officers are subject to accelerated
    or continued vesting in connection with a change of control of
    WebMD and upon certain terminations of employment, as described
    below in more detail under Employment Agreements with
    Named Executive Officers and Potential Payments and
    Other Benefits Upon Termination of Employment or a Change of
    Control. Except as otherwise indicated in those sections,
    unvested stock awards will generally be forfeited if a Named
    Executive Officers employment terminates.(3)
    
    The market or payout value of stock
    awards reported in Column (i) is computed by multiplying
    the number of shares of WebMD Restricted Stock reported in
    Column (g) by $51.06, the closing market price of WebMD
    Common Stock on December 31, 2010.(4)
    
    Vesting schedule: 25% of the
    original amount granted on each of first, second, third and
    fourth anniversaries of the date of the grant.(5)
    
    Vesting schedule: 25% of the
    original amount granted on March 31 of each of 2010, 2011, 2012
    and 2013. 31




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##### Table of Contents



Option
    Exercises and Stock Vested in 2010
    (a)

(b)

(c)

(d)

(e)Option Awards

Stock AwardsNumber of Shares

Value Realized

Number of Shares

Value RealizedAcquired on Exercise

on Exercise

Acquired on Vesting

on VestingName

(#)

($)(1)

(#)

($)(2)Wayne T. Gattinella


70,000H



2,248,400H



15,000W



695,700W110,000W



3,734,500W5,982,900Anthony Vuolo


111,100H



3,565,199H



23,250W



1,144,555W225,000W



7,159,360W10,724,559William Pence


37,500W



905,250W



9,375W



468,375WMartin J. Wygod


1,726,016H



30,752,476H



26,664H



1,360,397H280,000W



7,017,200W



42,500W



2,136,700W37,769,676







3,497,097Steven Zatz, M.D.


222,200H



3,509,940H



6,000W



278,280W113,000W



3,424,210W6,934,150     (1)
    
    The dollar amounts shown in Column
    (c) above for option awards are determined by multiplying
    (i) the number of shares for which the option was
    exercised, by (ii) the difference between (1) the
    per-share closing price of WebMD Common Stock on the date of
    exercise (or, for any shares sold on the date of exercise, the
    actual sale price received) and (2) the exercise price of
    the options.(2)
    
    The dollar amounts shown in Column
    (e) above for stock awards are determined by multiplying
    the number of shares that vested by the per-share closing price
    of WebMD Common on the vesting date.  Potential
    Payments and Other Benefits Upon Termination of Employment or a
    Change of Control
  Background and Assumptions.
  
    employment agreements;
    equity grant agreements;
    the Supplemental Bonus Plan; and
    our Severance Benefit Plan, an ERISA severance plan applicable
    to all of our employees (the Severance Plan).   32




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##### Table of Contents



and/or
  2003-68
  Tables.
  
    In the column entitled Permanent Disability or
    Death, the amounts reflect both provisions contained in
    certain employment agreements and the fact that WebMDs
    equity plans (including HLTH equity plans assumed by WebMD in
    the Merger) generally provide for acceleration of vesting of
    awards in the event of a termination of employment as a result
    of death or disability.  
    Under their employment agreements, Messrs. Vuolo and Wygod
    are eligible to continue to participate in our health and
    welfare plans (or comparable plans) for a specified period. In
    the row entitled Health and Welfare Benefits
    Continuation, the amounts are based upon the current
    average cost to our company of these benefits per employee (with
    an estimate for individual coverage after expiration of the
    applicable COBRA period) and are net of amounts that the
    executives would continue to be responsible for. We have not
    made any reduction in the amounts in this row to reflect the
    fact that the obligation to continue benefits ceases in the
    event the executive becomes eligible for comparable coverage
    with a subsequent employer. 33




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##### Table of Contents



Wayne
    T. Gattinella, Chief Executive Officer and
    President
  Termination ofVoluntary









EmploymentTermination









without Cause orVoluntary

in connection







Involuntary

for Good ReasonTermination

with a

Other

Permanent

Involuntary

Termination

Following aExecutive Benefits and

for Good

Change of

Voluntary

Disability

Termination

without

Change ofPayments

Reason

Control(1)

Termination

or Death

for Cause

Cause

Control(2)Cash Severance


-0-



-0-



-0-



132,000
(3)


-0-



226,000
(4)


226,000
(4)Stock Options


-0-



3,549,000



-0-



5,451,000



-0-



-0-



3,549,000Restricted Stock


-0-



2,298,000



-0-



3,830,000



-0-



-0-



2,298,000Health and Welfare Benefits Continuation


-0-



-0-



-0-



-0-



-0-



2,000
(5)


2,000
(5)280G Tax
    Gross-Up


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



15,000
(6)


15,000
(6)TOTAL


-0-



5,847,000



-0-



9,413,000



-0-



243,000



6,090,000     (1)
    
    So long as Mr. Gattinella
    remains employed for one year following a Change of Control of
    WebMD, his options to purchase WebMD Common Stock granted in
    December 2008 and June 2010 would continue to vest until the
    second anniversary of the Change of Control, even if he resigns
    from the employ of WebMD prior to such vesting date. In
    addition, that portion of the grants of WebMD Restricted Stock
    made in December 2008 and June 2010 that would have vested
    through the second anniversary of the Change of Control would
    become vested on the date of his resignation. For purposes of
    calculating the amounts included in this column, we treat such
    resignation as occurring on December 31, 2010 and assume,
    solely for purposes of preparing this table, that the
    requirement for the applicable transition period has been met.(2)
    
    In the event that, following a
    change of control, Mr. Gattinella is terminated by WebMD
    without cause or he resigns for good reason, the options and
    restricted stock will be treated in the same manner described
    above in footnote (1) to this table.(3)
    
    Represents the amount contributed
    in March 2010 on Mr. Gattinellas behalf to the
    Supplemental Bonus Trust, which would be paid to him in the
    event of a termination of his employment, as of
    December 31, 2010, as a result of death or disability.(4)
    
    Our contractual obligation to pay
    Mr. Gattinella cash severance if his employment is
    terminated without Cause or by him for Good Reason under his
    employment agreement expired in 2009. However, if
    Mr. Gattinellas employment is terminated by us, he
    may be eligible for severance under our Severance Plan if the
    reason for his termination is covered under that Plan (see
     Background and Assumptions above). Under
    the Severance Plan, he would be eligible for 21 weeks of
    base salary as severance. We have assumed, solely for purposes
    of preparing this table, that the reason for termination
    satisfies the requirements of the Severance Plan.(5)
    
    Represents one month of COBRA under
    the Severance Plan.(6)
    
    Represents the cost of outplacement
    assistance under the Severance Plan.  Anthony
    Vuolo, Chief Operating Officer and Chief Financial
    Officer
  Termination ofVoluntary









EmploymentTermination









without Cause orVoluntary

in connection







Involuntary

for Good ReasonTermination

with a

Other

Permanent

Involuntary

Termination

Following aExecutive Benefits and

for Good

Change of

Voluntary

Disability

Termination

without

Change ofPayments

Reason

Control(1)

Termination

or Death(2)

for Cause

Cause

ControlCash
    Severance(3)


1,463,000



1,463,000



-0-



1,566,000



-0-



1,463,000



1,463,000Stock Options


-0-



4,093,000



-0-



5,651,000



-0-



-0-



4,093,000Restricted Stock


-0-



3,447,000



-0-



4,583,000



-0-



-0-



3,447,000Health and Welfare Benefits Continuation


105,000



105,000



-0-



105,000



-0-



105,000



105,000280G Tax
    Gross-Up


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


1,568,000



9,108,000



-0-



11,905,000



-0-



1,568,000



9,108,000     (1)
    
    Mr. Vuolo may resign from his
    employment after six months following a Change in Control
    of WebMD and receive the same benefits, under his employment
    agreement, as if he was terminated without Cause or for Good
    Reason following a Change in Control 34




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##### Table of Contents



(other than with respect to the
    option and restricted stock awards granted to him in December
    2008 and June 2010 and the restricted stock award granted in
    November 2009). He may not unilaterally resign without Good
    Reason prior to such date and receive these benefits. The
    December 2008 and June 2010 option and restricted stock
    awards will continue to vest through the second anniversary of
    the Change in Control so long as he remains employed for one
    year following the Change in Control and also in such event, the
    restricted stock granted in November 2009 will be deemed fully
    vested on the date of resignation after such one year period.
    However, for purposes of calculating the amounts included in the
    column entitled Voluntary Termination in Connection with
    Change in Control we have treated such resignation as
    occurring on December 31, 2010 and have assumed that the
    requirement for the applicable transition period has been met.(2)
    
    Includes the amount contributed in
    March 2010 on Mr. Vuolos behalf to the Supplemental
    Bonus Trust, which would be paid to him in the event of a
    termination of his employment, as of December 31, 2010, as
    a result of death or disability.(3)
    
    The amounts in this row, other than
    the columns that are zero, include 18 months of salary and
    annual bonuses, plus an assumed annual bonus for 2010, which is
    calculated based on annual bonus amounts for 2009 (the year
    prior to the year of the assumed termination). Accordingly, we
    have assumed that the 2010 annual bonus is equal to the sum of
    the actual amount of Mr. Vuolos annual bonus for 2009
    ($211,050) plus the actual amount contributed to the
    Supplemental Bonus Trust for Mr. Vuolo for 2009 ($103,950).  William
    Pence, Executive Vice President  Chief Technology
    Officer
  Termination ofVoluntary









EmploymentTermination









without Cause orVoluntary

in Connection







Involuntary

for Good ReasonTermination

with a

Other

Permanent

Involuntary

Termination

Following aExecutive Benefits and

for Good

Change of

Voluntary

Disability

Termination

without

Change ofPayments

Reason

Control

Termination

or Death

for Cause

Cause

ControlCash Severance


500,000
(1)


-0-



-0-



41,000
(2)


-0-



500,000
(1)


500,000
(1)Stock
    Options(3)


1,248,000



-0-



-0-



3,626,000



-0-



1,248,000



2,277,000Restricted Stock


-0-



-0-



-0-



1,308,000



-0-



-0-



319,000(4
)Health and Welfare Benefits Continuation


24,000



-0-



-0-



-0-



-0-



24,000



24,000280G Tax
    Gross-Up


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


1,772,000



-0-



-0-



4,975,000



-0-



1,772,000



3,120,000     (1)
    
    $500,000 represents one year of
    salary ($375,000) and an assumed annual bonus for 2010 of
    $125,000, which is calculated based on annual bonus amounts for
    2009 (the year prior to the year of the assumed termination). We
    have assumed that the 2010 annual bonus is equal to the sum of
    the actual amount of Dr. Pences annual bonus for 2009
    ($83,750) plus the actual amount contributed to the Supplemental
    Bonus Trust for Dr. Pence for 2009 ($41,250).(2)
    
    Represents the amount contributed
    in March 2010 on Dr. Pences behalf to the
    Supplemental Bonus Trust, which would be paid to him in the
    event of a termination of his employment, as of
    December 31, 2010, as a result of death or disability.(3)
    
    If Dr. Pences employment
    is terminated by WebMD without cause or by him for good reason,
    the option grants made to Dr. Pence in November 2007 (at
    the time he joined WebMD) and in December 2008 will each
    continue to vest until the next scheduled vesting date following
    such termination. If such a termination occurs within twelve
    months after a change of control, those options will continue to
    vest until the second scheduled vesting date following such
    termination.(4)
    
    The restricted stock grant made to
    Dr. Pence in November 2007 (at the time he joined WebMD)
    will continue to vest until the next scheduled vesting date
    following termination if such termination occurs within
    12 months after a change of control. 35




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##### Table of Contents



Martin
    J. Wygod, Chairman of the Board
  Termination ofEmploymentVoluntary









withoutTermination









Cause or forVoluntary

in Connection







Involuntary

Good ReasonTermination

with a

Other

Permanent

Involuntary

Termination

Following aExecutive Benefits and

for Good

Change of

Voluntary

Disability

Termination

without

Change ofPayments(1)

Reason

Control

Termination

or Death

for Cause

Cause

ControlCash
    Severance(2)


5,725,000



5,725,000



5,725,000



5,725,000



-0-



5,725,000



5,725,000Stock Options


8,667,000



8,667,000



-0-



8,667,000



-0-



8,667,000



8,667,000Restricted Stock


13,063,000



13,063,000



-0-



13,063,000



-0-



13,063,000



13,063,000Health and Welfare Benefits Continuation


75,000



75,000



75,000



75,000



-0-



75,000



75,000280G Tax
    Gross-Up(3)


-0-



7,888,000



-0-



-0-



-0-



-0-



7,888,000Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


27,530,000



35,418,000



5,800,000



27,530,000



-0-



27,530,000



35,418,000     (1)
    
    As more fully described under
     Employment Agreements with Named Executive
    Officers  Martin J. Wygod below, in connection
    with the Merger, Mr. Wygod agreed to remain Executive
    Chairman notwithstanding the terms of his employment agreement.
    Accordingly, his agreement was amended to provide that he may
    resign with or without Good Reason and receive his cash
    severance.(2)
    
    Such cash severance represents
    salary and bonus for three years, with (a) the annual
    salary amount being $975,000, the salary in effect immediately
    prior to the Merger and (b) the annual bonus amount
    determined by averaging the bonus amounts received by
    Mr. Wygod for the three years prior to the Merger.(3)
    
    We have assumed, solely for
    purposes of preparing this table, that the salary continuation
    portion of the severance is the only portion of the benefits
    that constitutes reasonable compensation for the
    restrictive covenants to which the executive is bound following
    the termination of employment. Accordingly, we have not treated
    the salary continuation portion as a parachute payment for
    purposes of Section 280G. Such assumption may change at the
    time of an actual change of control.  Steven
    Zatz, M.D., Executive Vice President 
    Professional Services
  Termination ofVoluntary









EmploymentTermination









without Cause orVoluntary

in Connection







Involuntary

for Good ReasonTermination

with a

Other

Permanent

Involuntary

Termination

Following aExecutive Benefits and

for Good

Change of

Voluntary

Disability

Termination

without

Change ofPayments

Reason

Control

Termination

or Death

for Cause

Cause

ControlCash Severance


-0-



-0-



-0-



41,000
(1
)


-0-



195,000
(2
)


195,000
(2
)Stock Options


-0-



-0-



-0-



2,378,000




-0-



-0-




-0-Restricted Stock


-0-



-0-



-0-



1,430,000




-0-



-0-




-0-Health and Welfare Benefits Continuation


-0-



-0-



-0-



-0-




-0-



2,000
(3
)


2,000
(3
)280G Tax
    Gross-Up


-0-



-0-



-0-



-0-




-0-



-0-




-0-Other


-0-



-0-



-0-



-0-




-0-



15,000
(4
)


15,000
(4
)TOTAL


-0-



-0-



-0-



3,849,000




-0-



212,000




212,000     (1)
    
    Represents the amount contributed
    in March 2010 on Dr. Zatzs behalf to the Supplemental
    Bonus Trust, which would be paid to him in the event of a
    termination of his employment, as of December 31, 2010, as
    a result of death or disability.(2)
    
    Represents 27 weeks of base
    salary under the Severance Plan. Our contractual obligation to
    pay Dr. Zatz cash severance if his employment is terminated
    by WebMD without Cause or by him for Good Reason under his
    employment agreement expired in 2009. However, if
    Dr. Zatzs employment is terminated by us, he may be
    eligible for severance under our Severance Plan if the reason
    for his termination is covered under that Plan (see
     Background and Assumptions above). In
    addition, we have assumed, solely for purposes of preparing this
    table, that the reason for termination satisfies the
    requirements of the Severance Plan.(3)
    
    Represents one month COBRA payment
    under the Severance Plan.(4)
    
    Represents the cost of outplacement
    assistance under the Severance Plan. 36




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##### Table of Contents



Employment
    Agreements with Named Executive Officers
    Wayne
    T. Gattinella
    
    Under his employment agreement, Mr. Gattinellas
    annual base salary is $560,000 and he is eligible for an annual
    bonus, the target of which is 100% of his base salary, with the
    actual amount to be determined by the Compensation Committee of
    our Board in its discretion. For 2010, Mr. Gattinella
    received an annual bonus of $268,000, determined by the WebMD
    Compensation Committee in its discretion. In addition, the WebMD
    Compensation Committee approved an SBP Award of $132,000 with
    respect to Mr. Gattinella. See
     Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2010  Annual Bonuses and
     Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2010  Supplemental Bonus Plan (SBP) Awards
    above.
    For information regarding Mr. Gattinellas equity
    compensation, see  Executive Compensation
    Tables above. In 2010, Mr. Gattinella received
    grants, under the 2005 Plan, of non-qualified options to
    purchase 120,000 shares of WebMD Common Stock at an
    exercise price of $46.81 (the closing price of WebMD Common
    Stock on June 28, 2010, the date of grant) and of
    30,000 shares of WebMD Restricted Stock. Both the option
    grant and the restricted stock grant made on June 28, 2010
    are scheduled to vest over a four year period, with 25%
    scheduled to vest on each of the first, second, third and fourth
    anniversaries of the date of grant. The options are scheduled to
    expire on the tenth anniversary of the date of grant. The
    following terms apply to the grants made to Mr. Gattinella
    on June 28, 2010:  
    at any time after the first anniversary of the occurrence of a
    Change of Control (as defined in the 2005 Plan) of WebMD, he may
    resign, in which case (a) the options granted to him will
    continue to vest and remain outstanding through the date on
    which the second vesting after the change of control occurs and
    such options will expire, if they have not been exercised,
    90 days after such second vesting date and (b) the two
    vestings of the restricted stock that would have occurred after
    the Change of Control will, if not already vested, accelerate to
    the date of termination; and
    if his employment is terminated by WebMD without cause or by him
    for good reason following a Change of Control, the options and
    restricted stock granted to him will be treated in the same
    manner as described above.  
    The December 2008 amendment described the material terms of the
    December 2008 equity awards made to Mr. Gattinella, which
    are identical, with respect to the impact of a Change of
    Control, to the terms of the June 2010 awards described above.
    The December 2008 amendment also made changes to the agreement
    that were intended to bring its terms into compliance with, or
    exempt it from, Section 409A of the Internal Revenue Code.
    As used in the employment agreement, good reason
    means a material reduction in base salary, a material reduction
    in Mr. Gattinellas authority or a material breach by
    WebMD of the terms of the employment agreement. Our obligation
    to pay cash severance, under the employment agreement, in the
    event of a termination by WebMD without cause or by
    Mr. Gattinella for good reason, has expired. 37




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##### Table of Contents




    The employment agreement and the Trade Secret and Proprietary
    Information Agreement described below are governed by the laws
    of the State of New York.    Anthony
    Vuolo
    
    Under his employment agreement, Mr. Vuolos annual
    base salary is $450,000 and he is eligible for an annual bonus,
    the target of which is 100% of his base salary, with the actual
    amount to be determined by the Compensation Committee of our
    Board in its discretion. For 2010, Mr. Vuolo received an
    annual bonus of $251,250, determined by the WebMD Compensation
    Committee in its discretion. In addition, the Compensation
    Committee approved an SBP Award of $123,750 with respect to
    Mr. Vuolo. See  Compensation Discussion
    and Analysis  Use of Specific Types of Compensation
    in 2010  Bonuses Paid by WebMD to its Named Executive
    Officers and  Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2010  Supplemental Bonus Plan (SBP) Awards
    above.
    For information regarding Mr. Vuolos equity
    compensation, see  Executive Compensation
    Tables above. In 2010, Mr. Vuolo received grants,
    under the 2005 Plan, of non-qualified options to purchase
    100,000 shares of WebMD Common Stock at an exercise price
    of $46.81 (the closing price of WebMD Common Stock on
    June 28, 2010, the date of grant) and of 20,000 shares
    of WebMD Restricted Stock. Both the option grant and the
    restricted stock grant made on June 28, 2010 are scheduled
    to vest over a four year period, with 25% scheduled to vest on
    each of the first, second, third and fourth anniversaries of the
    date of grant. The options are scheduled to expire on the tenth
    anniversary of the date of grant. The following terms apply to
    the grants made to Mr. Vuolo on June 28, 2010:  
    at any time after the first anniversary of the occurrence of a
    Change in Control (as described below) of WebMD, he may resign,
    in which case (a) the options granted to him will continue
    to vest and remain outstanding through the date on which the
    second vesting after the change of control occurs and such
    options will expire, if they have not been exercised,
    90 days after such second vesting date and (b) the two
    vestings of the restricted stock that would have occurred after
    the Change in Control will, if not already vested, accelerate to
    the date of termination; and
    if his employment is terminated by WebMD without Cause (as
    described below) or by him for Good Reason (as described below)
    following a Change in Control, the options and restricted stock
    granted to him will be treated in the same manner as described
    above.  
    In the event of the termination of Mr. Vuolos
    employment due to his death or disability, by WebMD without
    Cause (as described below), or by Mr. Vuolo for Good Reason
    (as described below), or as a result of WebMDs failure to
    renew his employment agreement, he would be entitled to the
    following 38




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##### Table of Contents



(subject, if necessary, to a six month delay to comply with
    Section 409A of the Internal Revenue Code):  
    continuation of his base salary for a period of 18 months
    following the date of termination;
    any unpaid bonus for the year preceding the year in which the
    termination of employment occurs, as well as payment for bonuses
    for the
    18-month
    period following the date of termination calculated using the
    bonus paid for the year prior to the year of termination (and,
    for this purpose only, the amount of his SBP Award for such
    year, if any); and
    continued participation in certain of WebMDs welfare
    benefit plans for 36 months (or, if earlier, until he is
    eligible for comparable benefits); provided that, pursuant to
    the December 2008 amendment, he will no longer be entitled to
    participate in WebMDs disability plans and will instead be
    entitled to a payment equal to the greater of $10,000 and 200%
    of the cost of his coverage for up to three years.    
    The December 2008 amendment described the material terms of the
    December 2008 WebMD equity awards made to Mr. Vuolo.
    Specifically, Mr. Vuolo may resign one year after the
    occurrence of a Change in Control (as described below) and
    (i) he would continue to vest in the option granted on
    December 10, 2008 through the second anniversary of the
    Change in Control and (ii) that portion of the restricted
    stock award made on the same date that would have vested over
    the two year period following the Change in Control will become
    vested on the date of resignation. The February 2009 amendment
    provided that the option granted to Mr. Vuolo by HLTH on
    December 10, 2008 will be treated in the same manner as the
    WebMD grants made on such date and described above.
    For purposes of the employment agreement:
    (a) Cause includes (i) a material breach
    of his employment agreement that remains unremedied after
    30 days written notice, or (ii) conviction of a
    felony; and (b) Good Reason includes (i) a
    material reduction in his title or responsibilities,
    (ii) the requirement to report to anyone other than
    WebMDs CEO, (iii) a reduction in his base salary or
    material fringe benefits, (iv) a material breach by WebMD
    of his employment agreement, (v) relocation of his place of
    work outside Manhattan, New York, unless it is within
    25 miles of his current residence, or (vi) the date
    that is six months following a Change in Control (as described
    below) of WebMD (so long as Mr. Vuolo remains employed by
    WebMDs successor, or is terminated without Cause or
    resigns for Good Reason, during such six-month period).
    For purposes of the employment agreement, a Change in
    Control would occur when: (i) any person, entity, or
    group acquires at least 50% of the voting power of WebMD,
    (ii) there is a sale of all or substantially all of
    WebMDs assets in a transaction where
    then-current
    stockholders do not receive a majority of the voting power or
    equity interest in the acquiring entity or its controlling
    affiliates or (iii) a complete liquidation or dissolution
    of WebMD occurs.
    The grant of 44,000 shares of WebMD Restricted Stock made
    in November 2009 is scheduled to vest in equal annual
    installments over four years, subject to continued employment on
    such dates; provided, however, that if a Change of Control (as
    defined in the 2005 Plan) occurs, he may resign beginning one
    year after the change in control and any remaining unvested
    shares would vest on the date of resignation.
    The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that end on the second anniversary
    of the date employment has ceased. 39




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##### Table of Contents




    The December 2008 amendment also made changes to the agreement
    that were intended to bring its terms into compliance with, or
    exempt it from, Section 409A of the Internal Revenue Code
    by, among other things, clarifying the timing of certain
    payments.
    The employment agreement is governed by the laws of the State of
    New York.
    The employment agreement contains a tax
    gross-up
    provision relating to any excise tax that Mr. Vuolo incurs
    by reason of his receipt of any payment that constitutes an
    excess parachute payment as defined in Section 280G. Any
    excess parachute and related
    gross-up
    payments made to Mr. Vuolo will not be deductible for
    federal income tax purposes.  William
    Pence
    
    Under his employment agreement, Dr. Pences annual
    base salary is $375,000 and he is eligible for an annual bonus,
    the target of which is 35% of his base salary, with the actual
    amount to be determined by the Compensation Committee of our
    Board in its discretion. For 2010, Dr. Pence received an
    annual bonus of $100,500, determined by the Compensation
    Committee of our Board in its discretion. In addition, the
    Compensation Committee approved an SBP Award of $49,500 with
    respect to Dr. Pence. See Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2010  Annual Bonuses and
     Supplemental Bonus Plan (SBP) Awards
    above.
    For information regarding Dr. Pences equity
    compensation, see the Executive Compensation Tables
    above. In 2010, Dr. Pence received grants, under the 2005
    Plan, of non-qualified options to purchase 75,000 shares of
    WebMD Common Stock at an exercise price of $46.81 (the closing
    price of WebMD Common Stock on June 28, 2010, the date of
    grant) and of 10,000 shares of WebMD Restricted Stock. Both
    the option grant and the restricted stock grant made on
    June 28, 2010 are scheduled to vest over a four year
    period, with 25% scheduled to vest on each of the first, second,
    third and fourth anniversaries of the date of grant. The options
    are scheduled to expire on the tenth anniversary of the date of
    grant.
    In the event of the termination of Dr. Pences
    employment, by WebMD without Cause or by
    Dr. Pence for Good Reason (as those terms are
    described below), he would be entitled to continue to receive
    his base salary for one year from the date of termination, to
    receive any unpaid bonus for the year preceding the year in
    which the termination occurs, and to receive the employer
    portion of COBRA premiums until the earlier of one year
    following his termination and the date upon which he receives
    comparable coverage under another plan. Amounts with respect to
    Dr. Pences SBP Award are payable in accordance with
    the terms of the Supplemental Bonus Trust (see
    Compensation Discussion and Analysis  Use of
    Specific Types of Compensation in 2010  Annual
    Bonuses and  Supplemental Bonus Plan
    (SBP) Awards above). In addition, in the event that a
    termination of Dr. Pences employment by WebMD without
    Cause or by Dr. Pence for Good Reason occurs before the
    fourth anniversary of the date of grant, 25% of the options to
    purchase WebMD Common Stock granted to Dr. Pence on
    November 1, 2007 upon his joining WebMD and on
    December 10, 2008 would continue to vest through the next
    vesting date following the date of termination.
    In the event of a Change of Control of WebMD (as
    such term is defined in the 2005 Plan) and his subsequent
    termination by WebMD without Cause or by him for Good Reason
    within 12 months following such Change of Control, the
    unvested portion of the options to purchase WebMD Common Stock
    granted to Dr. Pence on November 1, 2007 upon his
    joining WebMD and on December 10, 2008 40




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##### Table of Contents



would continue to vest through the second vesting date following
    such termination and 25% of the WebMD Restricted Stock granted
    to him on November 1, 2007 would continue to vest through
    the next vesting date following the date of termination.  
    For purposes of the employment agreement:  
    a Change of Control (as such term is defined in the
    2005 Plan) would occur when: (i) a person, entity or group
    acquires more than 50% of the voting power of WebMD,
    (ii) there is a reorganization, merger or consolidation or
    sale involving all or substantially all of WebMDs assets,
    or (iii) there is a complete liquidation or dissolution of
    WebMD.
    Cause includes (i) continued willful failure to
    perform duties after 30 days written notice,
    (ii) willful misconduct or violence or threat of violence
    that would harm WebMD, (iii) a breach of a material WebMD
    policy, the employment agreement, or the Trade Secret and
    Proprietary Information Agreement (as described below), that
    remains unremedied after 30 days written notice, or
    (iv) conviction of a felony in respect of a dishonest or
    fraudulent act or other crime of moral turpitude.
    Good Reason means Dr. Pences resignation
    of employment within 1 year of the occurrence of any of the
    following conditions or events: (i) a material reduction in
    base salary, (ii) a material reduction in authority, or
    (iii) any material breach of the employment agreement by
    WebMD; provided that Dr. Pence has provided written notice
    to WebMD within 90 days after the occurrence of such
    condition or event claimed to be Good Reason and WebMD has
    failed to remedy such condition or event within 30 days of
    receipt of such written notice.  
    The employment agreement and the Trade Secret and Proprietary
    Information Agreement described below are governed by the laws
    of the State of New York.    Martin
    J. Wygod
    
    Pursuant to the 2008 Amendment, upon the closing of the Merger,
    (i) Mr. Wygods employment would have terminated,
    (ii) Mr. Wygod would have become a non-executive
    Chairman of the Board of WebMD and (iii) Mr. Wygod
    would have been entitled to receive the cash severance and
    benefits provided in the employment agreement (described below).
    However, HLTH, WebMD and Mr. Wygod agreed, in the 2009
    Amendment, that Mr. Wygod would continue to serve as
    executive Chairman of the Board of WebMD following the Merger
    and that, upon the consummation of the Merger,
    Mr. Wygods salary would be reduced from $975,000 to
    $120,000. The 2009 Amendment also provided that Mr. Wygod
    would continue to have the right, if his employment were to
    terminate for any reason, to receive the severance he would have
    received under the 2008 Amendment had he become a non-employee
    Chairman of the Board of WebMD upon the closing of the Merger,
    as had originally been 41




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##### Table of Contents



contemplated. Accordingly, upon any such termination,
    Mr. Wygod would be entitled to the following severance
    benefits:  
    a severance payment of $975,000 (Mr. Wygods base
    salary prior to the Merger), per year payable for three years
    following the date of termination in equal installments at the
    same time as WebMDs payroll practices (for an aggregate of
    $2,925,000); provided that the first six months of severance
    shall be delayed for six months and will be paid in a lump sum
    after such six month period in accordance with Section 409A
    of the Internal Revenue Code;
    a bonus payment in the amount of $933,333.34 (the average of the
    three annual bonuses prior to the closing date of the Merger)
    for each of the three calendar years following the date of
    termination (for an aggregate of $2.8 million), with the
    payments to be made at such time as bonuses are paid to
    executive officers generally for each such year but not later
    than December 31 of the year following the year to which the
    bonus relates; and
    continued participation in WebMDs health, dental, vision
    and life insurance plans in which he participates on the date of
    termination (or reasonably equivalent plans) for three years
    from the date of termination (or, if earlier, until eligible for
    comparable coverage with a subsequent employer).    
    The amount of any bonus payable to Mr. Wygod is in the
    discretion of the WebMD Compensation Committee. For 2010,
    Mr. Wygod received an annual bonus of $1,172,500 from
    WebMD, determined by the WebMD Compensation Committee in its
    discretion. In addition, the Compensation Committee approved an
    SBP Award of $577,500 with respect to Mr. Wygod. See
     Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2010  Annual Bonuses and
     Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2010  Supplemental Bonus Plan (SBP) Awards
    above.
    For information regarding Mr. Wygods equity
    compensation, see  Executive Compensation
    Tables above. In 2010, Mr. Wygod received grants,
    under the 2005 Plan, of non-qualified options to purchase
    75,000 shares of WebMD Common Stock at an exercise price of
    $46.81 (the closing price of WebMD Common Stock on June 28,
    2010, the date of grant) and of 75,000 shares of WebMD
    Restricted Stock. Both the option grant and the restricted stock
    grant made on June 28, 2010 are scheduled to vest over a
    four year period, with 25% scheduled to vest on each of the
    first, second, third and fourth anniversaries of the date of
    grant. The options are scheduled to expire on the tenth
    anniversary of the date of grant. On February 11, 2011,
    Mr. Wygod received a grant of 100,000 shares of WebMD
    Restricted Stock, scheduled to vest over a four year period,
    with 25% scheduled to vest on each of the first, second, third
    and fourth anniversaries of the date of grant.
    The 2008 Amendment extended the employment period, under the
    employment agreement, through December 31, 2012, provided
    that a non-renewal by WebMD will be treated as a termination
    without Cause (as that term is described below) and
    have the consequences described below.
    For purposes of the employment agreement:
    (a) Cause includes a final court adjudication
    that Mr. Wygod (i) committed fraud or a felony
    directed against WebMD or an affiliate relating to his
    employment, or (ii) materially breached any of the material
    terms of the employment agreement; and (b) the definition
    of Good Reason includes the following conditions or
    events: (i) a material reduction in title or responsibility
    that remains in effect for 30 days after written notice,
    (ii) a final court adjudication that WebMD materially
    breached any material provisions of the employment agreement,
    (iii) failure to serve on WebMDs Board or Executive
    Committee of WebMDs Board, or (iv) the occurrence of
    a Change in Control of WebMD. 42




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##### Table of Contents




    The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that continue until the third
    anniversary of the date his employment has ceased.
    Post-employment payments and benefits that may be due to
    Mr. Wygod under the employment agreement are subject to his
    continued compliance with these covenants.
    The employment agreement contains a tax
    gross-up
    provision relating to any excise tax that Mr. Wygod incurs
    by reason of his receipt of any payment that constitutes an
    excess parachute payment as defined in Section 280G. Any
    excess parachute payments and related tax
    gross-up
    payments made to Mr. Wygod will not be deductible by WebMD
    for federal income tax purposes.  Steven
    Zatz, M.D.
    
    Under his employment agreement, Dr. Zatzs annual base
    salary is $375,000 and he is eligible for an annual bonus, the
    target of which is 35% of his base salary, with the actual
    amount to be determined by the Compensation Committee of our
    Board in its discretion. For 2010, Dr. Zatz received an
    annual bonus of $83,750, determined by the Compensation
    Committee of our Board in its discretion. In addition, the
    Compensation Committee approved an SBP Award of $41,250 with
    respect to Dr. Zatz. See Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2010  Annual Bonuses and
     Supplemental Bonus Plan (SBP) Awards
    above.
    For information regarding Dr. Zatzs equity
    compensation, see the Executive Compensation Tables
    above. In 2010, Dr. Zatz received grants, under the 2005
    Plan, of non-qualified options to purchase 75,000 shares of
    WebMD Common Stock at an exercise price of $46.81 (the closing
    price of WebMD Common Stock on June 28, 2010, the date of
    grant) and of 10,000 shares of WebMD Restricted Stock. Both
    the option grant and the restricted stock grant made on
    June 28, 2010 are scheduled to vest over a four year
    period, with 25% scheduled to vest on each of the first, second,
    third and fourth anniversaries of the date of grant. The options
    are scheduled to expire on the tenth anniversary of the date of
    grant.
    The December 2008 amendment made changes to the agreement that
    were intended to bring its terms into compliance with, or exempt
    it from, Section 409A.
    Our obligation to pay cash severance, under the employment
    agreement, in the event of a termination by WebMD without cause
    or by Dr. Zatz for good reason, has expired.
    The employment agreement and the Trade Secret and Proprietary
    Information Agreement described below are each governed by the
    laws of the State of New York.    Director
    Compensation
  Non-Employee Directors.
 43




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##### Table of Contents



Kevin M. Cameron.
    
    As a result of his serving as HLTHs Chief Executive
    Officer for over three years, he would be entitled to
    continuation of his base salary for three years from his
    termination date at the rate in effect when he served as CEO of
    HLTH, which was $660,000 per year (an aggregate of
    $1.98 million); provided that the first six months of
    severance shall be delayed for six months and will be paid in a
    lump sum after such six month period in accordance with
    Section 409A of the Internal Revenue Code.
    He would generally be entitled to continue to participate for
    three years, on the same terms and conditions that would have
    applied had he remained employed by WebMD during such period, in
    all health, medical, dental, life, and disability plans provided
    to him at the time of such termination and which are provided to
    employees generally following the date of termination (or
    comparable plans).    
    if his employment is terminated by WebMD without Cause (defined
    as described below), by Mr. Cameron for Good Reason
    (defined as described below) or as a result of death or
    disability, (a) the options would remain outstanding and
    continue to vest until the next vesting date following
    termination and (b) the next vesting of the restricted
    stock would accelerate to the date of termination; and
    if, following a Change of Control (defined as described below),
    his employment is terminated by WebMD without Cause or by
    Mr. Cameron for Good Reason, (a) the options would
    remain outstanding and continue to vest for the remainder of
    their term and (b) the restricted stock would become fully
    vested on the date of termination. 44




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##### Table of Contents




    a Change of Control would occur when (a) any
    person, entity or group acquires at least 50% of the voting
    power of WebMD, (b) there is a reorganization, merger or
    consolidation or sale involving all or substantially all of
    WebMDs assets, or (c) there is a complete liquidation
    or dissolution of WebMD.
    Cause includes (a) any willful misconduct
    relating, directly or indirectly, to WebMD, which if it can be
    cured, is not cured within 30 days following written notice
    from WebMD, (b) any breach of any material provision
    contained in Mr. Camerons employment agreement or any
    material policy,which, if it can be cured, is not cured
    within 30 days following written notice from WebMD, or
    (c) conviction of a felony or crime involving moral
    turpitude.
    Good Reason includes (a) a material breach by
    WebMD of its obligations under the employment agreement, which,
    if able to be cured, remains uncured, (b) a material
    demotion of Mr. Camerons position with WebMD, and
    (c) if Mr. Cameron is required to relocate from his
    present residence or is required to commute, on a regular basis,
    to the WebMDs headquarters and WebMDs headquarters
    is outside of the New York City metropolitan area; provided that
    Mr. Cameron has provided 30 days written notice and
    WebMD has failed to remedy such condition within 30 days of
    receipt of such written notice. 45




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Security
    Ownership of Certain Beneficial Owners and Management
  c/o WebMD
  Name and Address of Beneficial

Common





Total


Percent ofOwner

Stock(1)


Other(2)


Shares


Outstanding(2)FMR LLC(3)


8,761,134







8,761,134



14.8
%82 Devonshire StreetBoston, MA 02109Kensico Capital Management Corporation, MichaelLowenstein and Thomas J.
    Coleman(4)


3,446,029







3,446,028



5.8
%55 Railroad Avenue, 2nd FloorGreenwich, CT 06830Mark J. Adler, M.D.


9,656
(5)


34,398



44,054



*Kevin M. Cameron


184,575
(6)


787,050



971,625



1.6
%Neil F. Dimick


17,041



102,291



119,332



*Wayne T. Gattinella


142,308
(7)


161,100



303,408



*Jerome C. Keller


10,069
(8)


46,200



56,269



*James V. Manning


210,853
(9)


2,776



213,629



*Abdool Rahim Moossa


4,341



26,400



30,741



*William Pence


24,493
(10)


150,000



174,493



*Herman Sarkowsky


159,438
(11)


81,809



241,247



*Joseph E. Smith


35,532



95,585



131,117



*Stanley S. Trotman, Jr.


46,142
(12)


46,200



92,342



*Anthony Vuolo


191,021
(13)


88,996



280,017



*Martin J. Wygod


1,516,197
(14)


71,110



1,587,307



2.7
%Steven Zatz, M.D.


65,544
(15)


25,000



90,544



*All executive officers and directors as a group (16 persons)


2,665,335



1,793,915



4,459,250



7.3
%     *
    
    Less than
    1%.  (1)
    
    The amounts set forth in this
    column include shares of WebMD Common Stock held in the accounts
    of Messrs. Cameron, Keller and Wygod and Dr. Zatz in
    the 401(k) Plan (which we refer to in this table as 401(k) Plan
    Shares) in the respective amounts stated in the footnotes below,
    all of which are vested in accordance with terms of the Plan.
    The amount set forth in this column for All executive
    officers and directors as a group includes 556 401(k) Plan
    Shares, all of which are vested in accordance with the terms of
    the 401(k) Plan.Certain of the individuals listed
    in this table are beneficial owners of shares of unvested WebMD
    Restricted Stock in the respective amounts stated in the
    footnotes below. Holders of WebMD Restricted Stock have voting
    power, but not dispositive power, with respect to unvested
    shares of WebMD Restricted Stock.(2)
    
    Beneficial ownership is determined
    under the rules and regulations of the SEC, which provide that
    shares of common stock that a person has the right to acquire
    within 60 days are deemed to be outstanding and
    beneficially owned by that person for the purpose of computing
    the total number of shares beneficially owned by that person and
    the percentage ownership of that person. However, those shares
    are not deemed to be outstanding for the purpose of computing
    the percentage ownership of any other person. Accordingly, we
    have set forth, in the column entitled Other, with
    respect to each person listed, the number of shares of WebMD
    Common Stock that such person has the right to acquire pursuant
    to options that are currently exercisable or that will be
    exercisable within 60 days of April 20, 2011. We have
    calculated the percentages set forth in the column entitled
    Percent of Outstanding based on the 46




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##### Table of Contents



number of shares outstanding as of
    April 20, 2011 (which was 59,017,084, including all
    outstanding unvested shares of WebMD Restricted Stock) plus, for
    each listed person or group, the number of additional shares
    deemed outstanding, as set forth in the column entitled
    Other.(3)
    
    This amount is based upon
    information disclosed by FMR LLC, Fidelity
    Management & Research Company and Edward C. Johnson,
    3d in a Schedule 13G filed with the SEC reporting that FMR
    Corp. and the other members of the filing group had, as of
    December 31, 2010, sole power to vote or to direct the vote
    of 42,214 shares of WebMD Common Stock and sole power to
    dispose of or to direct the disposition of 8,761,134 shares
    of WebMD Common Stock. Sole power to vote the other shares of
    WebMD Common Stock beneficially owned by the filing group
    resides in the respective boards of trustees of the funds that
    have invested in the shares.(4)
    
    The information shown is as of
    December 31, 2010 and is based upon information disclosed
    by Kensico Capital Management Corporation, Michael Lowenstein
    and Thomas J. Coleman in a Schedule 13G filed with the SEC.
    Such persons reported that they had shared power to dispose of
    or to direct the disposition of 3,446,028 shares of WebMD
    Common Stock.(5)
    
    Includes: 6,390 shares held by
    Dr. Adler, 3,000 shares held by Dr. Adler through
    an IRA; and 266 shares held by Dr. Adlers son.(6)
    
    Includes: 64,506 shares held
    by Mr. Cameron; 69 401(k) Plan Shares; and 120,000 unvested
    shares of WebMD Restricted Stock.(7)
    
    Includes: 82,308 shares held
    by Mr. Gattinella; and 60,000 unvested shares of WebMD
    Restricted Stock.(8)
    
    Includes: 10,000 shares held
    by Mr. Keller; and 69 401(k) Plan Shares.(9)
    
    Includes: 203,965 shares held
    by Mr. Manning; 5,555 shares held by Mr. Manning
    through an IRA; and 1,333 shares held by
    Mr. Mannings wife through an IRA.(10)
    
    Includes: 1,993 shares held by
    Dr. Pence; and 22,500 unvested shares of WebMD Restricted
    Stock.(11)
    
    Includes: 135,438 shares held
    by Mr. Sarkowsky; 2,000 shares held by
    Mr. Sarkowskys wife; 12,000 shares held by SPF
    Holdings (an entity controlled by Mr. Sarkowsky); and
    10,000 shares held by The Sarkowsky Family LLP (entities
    controlled by Mr. Sarkowsky).(12)
    
    Includes: 35,207 shares held
    by Mr. Trotman; and 10,935 shares held by The Stanley
    S. Trotman, Jr. Trust, of which Mr. Trotman is a trustee.(13)
    
    Includes: 113,521 shares held
    by Mr. Vuolo; and 77,500 unvested shares of WebMD
    Restricted Stock.(14)
    
    Includes: 30,772 shares held
    by Mr. Wygod; 105 401(k) Plan Shares; 340,828 shares
    of unvested WebMD Restricted Stock; 1,070,575 shares held
    by The Wygod Family Revocable Living Trust, of which
    Mr. Wygod is a trustee and shares voting and dispositive
    power; 2,222 shares held by Mr. Wygods spouse
    through an IRA; 31,695 shares held by SYNC, Inc., which is
    controlled by Mr. Wygod; and 40,000 shares held by the
    Rose Foundation, a private charitable foundation of which
    Mr. Wygod is a trustee and shares voting and dispositive
    power.(15)
    
    Includes: 43,440 shares held
    by Dr. Zatz, 104 401(k) Plan Shares; and 22,000 unvested
    shares of WebMD Restricted Stock.    Equity
    Compensation Plan Information
    (c)(a)


(b)


Number of securitiesNumber of securities to be


Weighted-average


remaining available forissued upon exercise of


exercise price of


future issuance under equityoutstanding options,


outstanding options,


compensation planswarrants and


warrants


(excluding securitiesPlan category(1)

rights


and rights


reflected in column (a))Equity compensation plans approved by security holders


7,727,273


$
32.91



3,784,264Equity compensation plans not approved by security
    holders(2)


8,900


$
40.60



Total


7,736,173


$
32.92



3,784,264
(3)     (1)
    
    This table does not include
    outstanding options to acquire 2,491,582 shares of WebMD
    Common Stock at a weighted-average exercise price of $24.16 per
    share, as of December 31, 2010, that were assumed by WebMD
    in the Merger. We cannot grant additional awards under equity
    compensation plans assumed in the Merger. For additional
    information regarding the assumed options, see Note 10 to
    the Consolidated Financial Statements in this Annual Report. The
    2005 Plan is the only equity compensation plan under which we
    could make grants as of December 31, 2010. 47




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##### Table of Contents



(2)
    
    The plan included in this category
    is the WebMD Health Corp. Long-Term Incentive Plan for Employees
    of Subimo, LLC, which did not require approval of our
    stockholders under applicable law and Nasdaq rules. We refer to
    that Plan as the Subimo Plan. A description of the Subimo Plan
    follows this table.(3)
    
    In 2010, the 2005 Plan was amended
    to place a limit on the number of shares available for grants of
    restricted stock and similar awards for which no exercise or
    purchase price is payable (often referred to as full value
    awards). The amendment provided that: (a) the number
    of shares available for full value awards under the 2005 Plan
    made after the amendment became effective would not exceed 20%
    of the aggregate number of shares available for grant under the
    2005 Plan on October 21, 2010; and (b) if full value
    awards are forfeited prior to vesting, the limit on the number
    of shares available for grant as full value awards would be
    increased by the number of shares underlying the forfeited full
    value awards (but would not be increased as a result of
    forfeitures of options). As of December 31, 2010,
    approximately 774,000 shares were available under the 2005
    Plan for grant as full value awards.  Description
    of Subimo Plan
   48




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##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions  Director
    Independence
      Related
    Party Transactions
       49




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##### Table of Contents



Audit
    Committee Review of Related Party Transactions
  case-by-case
   50




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##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services    Type of Fees

2010


2009Audit Fees

$
978,284


$
1,085,818Audit-Related Fees


85,460



639,165Tax Fees


214,563



299,965All Other Fees


2,569



1,995Total Fees

$
1,280,876


$
2,026,943     
    audit fees include: (a) fees for professional
    services (i) for the audit of consolidated financial
    statements of WebMD for 2010 and 2009, (ii) for review of
    the consolidated financial statements included in WebMDs
    Quarterly Reports on
    Form 10-Q
    filed during each year (and review of the quarterly financial
    statements of HLTH in 2009 prior to the Merger), and
    (iii) for the audits of internal control over financial
    reporting with respect to WebMD for 2010 and 2009; and
    (b) fees for services that are normally provided by the
    principal accountant in connection with statutory and regulatory
    filings or engagements for each year;
    audit-related fees are fees in each year for
    assurance and related services that are reasonably related to
    the performance of the audit or review of our financial
    statements, and included fees related to employee benefit plan
    and other audits during 2010 and 2009 and, during 2009, also
    included fees for services related to the Merger and the
    disposition of Porex;
    tax fees are fees in the year for professional
    services for tax compliance, tax advice, and tax planning and
    analysis, a portion of which during 2009 related to the
    Merger; and
    all other fees are fees in the year for any products
    and services not included in the first three categories and
    consisted of a subscription to Ernst & Youngs
    online research tool.    case-by-case
 51




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##### Table of Contents



SIGNATURES
    WebMD
    Health Corp.
  By:
    /s/  Anthony
    Vuolo   Chief Operating Officer and
 Chief Financial Officer
 52




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##### Table of Contents



INDEX TO
    EXHIBITS  Exhibit No.

Description2
.1*

Stock Purchase Agreement, dated as of August 8, 2006,
    between HLTH Corporation (HLTH) and Sage Software,
    Inc. (incorporated by reference to Exhibit 2.1 to
    HLTHs Current Report on
    Form 8-K
    filed on August 11, 2006)2
.2*

Amended and Restated Agreement and Plan of Merger, dated as of
    November 15, 2006, among Emdeon Corporation, EBS Holdco,
    Inc., EBS Master LLC, Emdeon Business Services LLC, Medifax-EDI
    Holding Company, EBS Acquisition LLC, GA EBS Merger LLC and EBS
    Merger Co. (incorporated by reference to Exhibit 2.1 to
    HLTHs Current Report on
    Form 8-K
    filed on November 21, 2006)2
.3*

Securities Purchase Agreement, dated as of February 8,
    2008, among HLTH, EBS Master LLC, the voting members of EBS
    Master LLC and the purchasers listed therein (incorporated by
    reference to Exhibit 2.1 to HLTHs Current Report on
    Form 8-K
    filed on February 13, 2008)2
.4*

Agreement and Plan of Merger, dated as of June 17, 2009,
    between HLTH Corporation and WebMD Health Corp. (incorporated by
    reference to Exhibit 2.1 to the Current Report on
    Form 8-K
    filed by the Registrant on June 18, 2009, as amended on
    June 22, 2009)2
.5*

Stock Purchase Agreement, dated as of September 17, 2009,
    among SNTC Holding, Inc., Aurora Equity Partners III L.P.
    and Aurora Overseas Equity Partners III, L.P. (incorporated by
    reference to Exhibit 2.1 to the Current Report on
    Form 8-K
    filed by HLTH on September 22, 2009)2
.6*

Unit Purchase Agreement, dated as of November 2, 2006, by
    and among the Registrant, Subimo, LLC and the Sellers referred
    to therein (incorporated by reference to Exhibit 2.1 to the
    Current Report on
    Form 8-K
    filed by the Registrant on November 8, 2006) (the
    Subimo Purchase Agreement)2
.7

Amendment, dated December 3, 2008, to the Subimo Purchase
    Agreement (incorporated by reference to Exhibit 2.7 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2008 (the 2008
    Form 10-K))2
.8*

Stock Purchase Agreement, dated as of June 3, 2008, between
    SNTC Holding, Inc. and General Dynamics Information Technology,
    Inc. (incorporated by reference to Exhibit 2.1 to Amendment
    No. 1, filed on June 10, 2008, to the Current Report
    on
    Form 8-K
    filed by HLTH on June 4, 2008)2
.9*

Termination and Mutual Release Agreement, dated as of
    November 18, 2008, among the Registrant, Marketing
    Technology Solutions Inc., Jay Goldberg and Russell Planitzer
    (incorporated by reference to Exhibit 2.8 to the 2008
    Form 10-K)2
.10*

Purchase and Release Agreement, dated as of April 20, 2010,
    between WebMD Health Corp. and Citigroup Global Markets Inc.
    (incorporated by reference to Exhibit 2.1 to the
    Registrants Current Report on
    Form 8-K
    filed on April 26, 2010)3
.1

Restated Certificate of Incorporation of the Registrant
    (incorporated by reference to Exhibit 3.1 to the
    Registrants Registration Statement on
    Form S-8
    filed on October 23, 2009 (Reg.
    No. 333-162651))3
.2

Amended and Restated By-laws of the Registrant (incorporated by
    reference to Exhibit 3.2 to the Registrants
    Registration Statement on
    Form S-8
    filed on October 23, 2009 (Reg.
    No. 333-162651))4
.1

Specimen Common Stock Certificate (incorporated by reference to
    Exhibit 4.1 in Amendment No. 1, filed on
    August 11, 2009, to the Registrants Registration
    Statement on
    Form S-4
    (Reg.
    No. 333-160530))4
.2

Indenture, dated as of January 11, 2011, between the
    Registrant and The Bank of New York Mellon Trust Company,
    N.A. (incorporated by reference to Exhibit 4.1 to Amendment
    No. 1, filed on January 14, 2011, to the
    Registrants Current Report on
    Form 8-K
    filed on January 11, 20114
.3

Form of 2.50% Convertible Note Due 2018 (included in
    Exhibit 4.2)10
.1

Form of Indemnification Agreement between HLTH and each of its
    directors and executive officers (incorporated by reference to
    Exhibit 10.1 to HLTHs Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002) E-1




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##### Table of Contents



Exhibit No.

Description10
.2

Form of Indemnification Agreement between the Registrant and its
    directors and executive officers (incorporated by reference to
    Exhibit 10.9 to the Registrants Registration
    Statement on
    Form S-1
    (No. 333-124832)
    (which we refer to as the IPO Registration
    Statement))10
.3**

WebMD Health Corp. Long-Term Incentive Plan for Employees of
    Subimo, LLC (incorporated by reference to Exhibit 10.2 to
    HLTHs Annual Report on
    Form 10-K
    for the year ended December 31, 2006)10
.4

Healtheon/WebMD Media Services Agreement dated January 26,
    2000 among HLTH, Eastrise Profits Limited and Fox Entertainment
    Group, Inc. (incorporated by reference to Exhibit 10.5 to
    HLTHs Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2000), as amended by
    Amendment dated February 15, 2001 (incorporated by
    reference to Exhibit 10.2 to HLTHs Quarterly Report
    on
    Form 10-Q
    for the quarter ended March 31, 2001)10
.5**

Amended and Restated Employment Agreement, dated as of
    August 3, 2005 between HLTH and Martin J. Wygod
    (incorporated by reference to Exhibit 10.1 to HLTHs
    Current Report on
    Form 8-K
    filed on August 5, 2005)10
.6**

Letter Agreement, dated as of February 1, 2006 between HLTH
    and Martin J. Wygod (incorporated by reference to
    Exhibit 10.3 to HLTHs Current Report on
    Form 8-K
    filed on February 2, 2006)10
.7**

Employment Agreement, dated September 23, 2004, between
    HLTH and Kevin Cameron (incorporated by reference to
    Exhibit 10.1 to HLTHs Current Report on
    Form 8-K
    filed September 28, 2004)10
.8**

Letter Agreement, dated as of February 1, 2006 between HLTH
    and Kevin M. Cameron (incorporated by reference to
    Exhibit 10.2 to HLTHs Current Report on
    Form 8-K
    filed on February 2, 2006)10
.9**

Letter Agreement, dated as of April 27, 2005, between HLTH.
    and Wayne T. Gattinella (incorporated by reference to
    Exhibit 99.1 to HLTHs Current Report on
    Form 8-K
    filed on May 3, 2005)10
.10**

Employment Agreement, dated as of April 28, 2005, between
    WebMD, Inc. and Wayne T. Gattinella (incorporated by reference
    to Exhibit 99.1 to HLTHs Current Report on
    Form 8-K
    filed on May 3, 2005)10
.11**

Form of Amendment to HLTHs Equity Compensation Plans and
    Stock Option Agreements (incorporated by reference to
    Exhibit 10.1 to the Quarterly Report on
    Form 10-Q
    filed by HLTH on November 9, 2006)10
.12**

2001 Employee Non-Qualified Stock Option Plan of HLTH, as
    amended (incorporated by reference to Exhibit 10.46 to
    HLTHs
    Form 10-K
    for the year ended December 31, 2001, as amended by
    Amendment No. 1 on
    Form 10-K/A)10
.13**

2002 Restricted Stock Plan of HLTH and Form of Award Agreement
    (incorporated by reference to Exhibit 10.21 to HLTHs
    Annual Report on
    Form 10-K
    for the year ended December 31, 2002)10
.14**

Amended and Restated 1996 Stock Plan of HLTH (incorporated by
    reference to Exhibit 10.8 to HLTHs Quarterly Report
    on
    Form 10-Q
    for the quarter ended March 31, 2006)10
.15**

Amended and Restated 2000 Long-Term Incentive Plan of HLTH
    (incorporated by reference to Annex E to HLTHs Proxy
    Statement for its 2006 Annual Meeting filed on August 14,
    2006)10
.16**

1991 Director Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.2 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-46640)
    filed March 24, 1992)10
.17**

Amended and Restated 1991 Special Non-Qualified Stock Option
    Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 4.3 to Synetic, Inc.s Registration Statement
    on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10
.18**

1996 Class C Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.1 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10
.19**

CareInsite, Inc. 1999 Director Stock Option Plan
    (incorporated by reference to Annex H to the Proxy
    Statement/Prospectus, filed on August 7, 2000, and included
    in HLTHs Registration Statement on
    Form S-4
    (No. 333-39592)) E-2




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##### Table of Contents



Exhibit No.

Description10
.20**

WebMD Health Corp. Amended and Restated 2005 Long-Term Incentive
    Plan (the 2005 LTIP) (incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed on October 27, 2010)10
.21**

Amended and Restated Employment Agreement, dated as of
    July 14, 2005, between WebMD Health Corp. and Anthony Vuolo
    (incorporated by reference to Exhibit 99.2 to HLTHs
    Current Report on
    Form 8-K,
    as amended, filed with the Securities and Exchange Commission on
    July 19, 2005)10
.22**

Form of Restricted Stock Agreement with Employees (incorporated
    by reference to Exhibit 4.2 to the Registrants
    Registration Statement on
    Form S-8
    filed on October 23, 2009 (Reg.
    No. 333-162653))10
.23**

Form of Restricted Stock Agreement with Non-Employee Directors
    (incorporated by reference to Exhibit 10.49 to the IPO
    Registration Statement)10
.24**

Form of Non-Qualified Stock Option Agreement with Employees
    (incorporated by reference to Exhibit 4.3 to the
    Registrants Registration Statement on
    Form S-8
    filed on October 23, 2009 (Reg.
    No. 333-162653))10
.25**

Form of Non-Qualified Stock Option Agreement with Non-Employee
    Directors (incorporated by reference to Exhibit 10.51 to
    the IPO Registration Statement)10
.26**

Employment Agreement between WebMD Health Holdings, Inc. and
    Douglas W. Wamsley (incorporated by reference to
    Exhibit 10.15 to the IPO Registration Statement)10
.27**

Employment Agreement between WebMD Health Holdings, Inc. and
    Nan-Kirsten Forte (incorporated by reference to
    Exhibit 10.16 to the IPO Registration Statement)10
.28**

Employment Agreement between WebMD Health Holdings, Inc. and
    Steven Zatz, M.D. (incorporated by reference to
    Exhibit 10.17 to the IPO Registration Statement)10
.29**

Employment Agreement between WebMD Health Holdings, Inc. and
    Craig Froude (incorporated by reference to Exhibit 10.18 to
    the IPO Registration Statement)10
.30

Agreement of Lease, dated as of June 30, 2004,
    between III Chelsea Commerce LP and WebMD, Inc.
    (incorporated by reference to Exhibit 10.45 to the IPO
    Registration Statement)10
.31

First Amendment to the Lease Agreement, dated as of
    December 21, 2004, between III Chelsea Commerce LP and
    WebMD, Inc. (incorporated by reference to Exhibit 10.46 to
    the IPO Registration Statement)10
.32

Services Agreement, dated as of February 12, 2004, between
    WebMD, Inc. and Fidelity Human Resources Services Company LLC
    (f/k/a Fidelity Employer Services Company LLC) (incorporated by
    reference to Exhibit 10.47 to the IPO Registration
    Statement)10
.33**

Form of Restricted Stock Agreement between HLTH and Employees
    for Grants Under HLTHs 2000 Long-Term Incentive Plan
    (incorporated by reference to Exhibit 10.57 to HLTHs
    Annual Report on
    Form 10-K
    for the year ended December 31, 2005)10
.34**

Form of Non-Qualified Stock Option Agreement between HLTH and
    Employees for Grants Under HLTHs 2000 Long-Term Incentive
    Plan (incorporated by reference to Exhibit 10.58 to
    HLTHs Annual Report on
    Form 10-K
    for the year ended December 31, 2005)10
.35**

Form of Non-Qualified Stock Option Agreement between HLTH and
    Employees for Grants Under HLTHs 1996 Stock Plan
    (incorporated by reference to Exhibit 10.59 to HLTHs
    Annual Report on
    Form 10-K
    for the year ended December 31, 2005)10
.36**

Amendment No. 2, dated as of December 1, 2008, between
    HLTH and Martin J. Wygod (incorporated by reference to
    Exhibit 10.1 to HLTHs Current Report on
    Form 8-K
    filed on December 5, 2008)10
.37**

Letter Agreement, dated December 29, 2008, between HLTH and
    Martin J. Wygod (incorporated by reference to Exhibit 10.52
    to HLTHs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)10
.38**

Amendment to Employment Agreement, dated as of December 16,
    2008, between HLTH and Kevin M. Cameron (incorporated by
    reference to Exhibit 10.53 to HLTHs Annual Report on
    Form 10-K
    for the year ended December 31, 2008) E-3




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##### Table of Contents



Exhibit No.

Description10
.39**

Letter Amendment, dated as of December 10, 2008, between
    the Registrant and Wayne T. Gattinella (incorporated by
    reference to Exhibit 10.53 to the 2008
    Form 10-K)10
.40**

Letter Amendment, dated as of July 9, 2009, among HLTH
    Corporation, WebMD Health Corp. and Martin J. Wygod
    (incorporated by reference to Exhibit 10.1 to the Current
    Report on
    Form 8-K
    filed by the Registrant on July 14, 2009)10
.41**

WebMD, LLC Supplemental Bonus Program Trust Agreement
    (incorporated by reference to Exhibit 10.48 to Amendment
    No. 1, filed on April 29, 2008, to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2007)10
.42**

Amendment No. 1 to WebMD Supplemental Bonus Program
    Trust Agreement (incorporated by reference to
    Exhibit 10.58 to Amendment No. 1, filed on
    April 30, 2009, to the 2008
    Form 10-K)10
.43**

Letter Agreement, dated as of October 1, 2007, between the
    Registrant and William Pence (incorporated by reference to
    Exhibit 10.59 to Amendment No. 1, filed on
    April 30, 2009, to the 2008
    Form 10-K)10
.44**

Letter Amendment, dated as of December 10, 2008, between
    the Registrant and William Pence (incorporated by reference to
    Exhibit 10.60 to Amendment No. 1, filed on
    April 30, 2009, to the 2008
    Form 10-K)10
.45**

Amendment, dated as of December 10, 2008 to Amended and
    Restated Employment Agreement between the Registrant and Anthony
    Vuolo (incorporated by reference to Exhibit 10.55 to the
    2008
    Form 10-K)10
.46**

Letter Amendment, dated as of December 14, 2008, between
    the Registrant and Nan Forte (incorporated by reference to
    Exhibit 10.56 to the 2008 Form 10-K)10
.47**

Letter Agreement, dated as of February 19, 2009, between
    HLTH and Anthony Vuolo (incorporated by reference to
    Exhibit 10.57 to the 2008
    Form 10-K)10
.48

Note Purchase Agreement, dated October 19, 2009, among SNTC
    Holding, Inc., Porex Holding Corporation, Porex Corporation and
    Porex Surgical, Inc. (incorporated by reference to
    Exhibit 10.1 to HLTHs Current Report on
    Form 8-K
    filed October 20, 2009)10
.49**

Restricted Stock Agreement, dated November 3, 2009, between
    the Registrant and Anthony Vuolo (incorporated by reference to
    Exhibit 10.71 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2009 (the 2009
    Form 10-K))10
.50**

Letter Amendment, dated as of November 3, 2009, between the
    Registrant and Kevin M. Cameron (incorporated by reference to
    Exhibit 10.72 to the 2009
    Form 10-K)10
.51**

Letter Amendment, dated as of December 14, 2008, between
    the Registrant and Steven Zatz, M.D. (incorporated by
    reference to Exhibit 10.74 to Amendment No. 1, filed
    April 30, 2010, to the 2009 Form 10-K)10
.52

Letter Agreement, dated March 26, 2010, among SNTC Holding,
    Inc. and Porex Holding Corporation, Porex Corporation and Porex
    Surgical Inc. (incorporated by reference to Exhibit 10.1 to
    the Registrants Quarterly Report on
    Form 10-Q
    filed on May 10, 2010)10
.53**

Letter Agreement, dated as of June 28, 2010, between the
    Registrant and Wayne Gattinella (incorporated by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q
    filed on August 9, 2010)10
.54**

Letter Agreement, dated as of June 28, 2010, between the
    Registrant and Kevin Cameron (incorporated by reference to
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    filed on August 9, 2010)10
.55**

Letter Agreement, dated as of June 28, 2010, between the
    Registrant and Anthony Vuolo (incorporated by reference to
    Exhibit 10.3 to the Registrants Quarterly Report on
    Form 10-Q
    filed on August 9, 2010)10
.56**

Letter Amendment, dated as of February 11, 2011, between
    the Registrant and William Pence***14
.1

Code of Business Conduct (incorporated by reference to
    Exhibit 14.1 to the Registrants Current Report on
    Form 8-K
    filed on September 17, 2010)21


Subsidiaries of the Registrant****23
.1

Consent of Ernst & Young LLP, Independent Registered
    Public Accounting Firm**** E-4




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##### Table of Contents



Exhibit No.

Description31
.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer of the Registrant*****31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer of the Registrant*****32
.1

Section 1350 Certification of Chief Executive Officer of
    the Registrant****32
.2

Section 1350 Certification of Chief Financial Officer of
    the Registrant****99
.1

Explanation of Non-GAAP Measures****99
.2

Audit Committee Charter****99
.3

Compensation Committee Charter****99
.4

Nominating & Governance Committee Charter****     *
    
    With respect to the agreements filed as Exhibits 2.1
    through 2.6 and Exhibits 2.8 through 2.10, certain of the
    exhibits and the schedules to those agreements have been omitted
    pursuant to Item 601(b)(2) of
    Regulation S-K.
    The Registrant will furnish copies of any of the exhibits and
    schedules to the Securities and Exchange Commission upon request.**
    
    Agreement relates to executive compensation.***
    
    Filed with this Amendment No. 1.****
    
    Previously filed with this Annual Report on
    Form 10-K
    (as originally filed on March 1, 2011).*****
    
    Filed with this Amendment No. 1 and the required copy was
    also previously filed with this Annual Report on
    Form 10-K
    (as originally filed on March 1, 2011).
    
    Portions of this exhibit were redacted pursuant to confidential
    treatment request filed with the Secretary of the Securities and
    Exchange Commission pursuant to Rule 406 under the
    Securities Act of 1933, as amended. E-5