##### Table of Contents





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,
    2009oro

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

20-2783228(State of
    incorporation)

(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. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    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 CompensationSummary Compensation TableItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesSIGNATURESINDEX TO EXHIBITSEX-31.1EX-31.2EX-10.74    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)


53


Director; Chairman of the Compensation CommitteePaul A. Brooke


64


DirectorKevin M. Cameron


43


DirectorNeil F. Dimick(1)(2)(4)


60


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


58


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


67


DirectorJames V. Manning(1)(2)


63


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


70


DirectorHerman Sarkowsky(3)


84


DirectorJoseph E. Smith(3)


71


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


66


DirectorMartin J. Wygod(1)


70


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


58


Chief Executive Officer and PresidentAnthony Vuolo


52


Chief Operating Officer and Chief Financial OfficerNan-Kirsten Forte


47


Executive Vice President  Consumer ServicesWilliam Pence


47


Executive Vice President and Chief Technology OfficerDouglas W. Wamsley


51


Executive Vice President, General Counsel and SecretaryMartin J. Wygod


70


Chairman of the BoardSteven Zatz, M.D.


53


Executive Vice President  Professional Services  1




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Mark J. Adler, M.D.,
  Paul A. Brooke
  Kevin M. Cameron
  Neil F. Dimick
 2




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Nan-Kirsten Forte
  Wayne T. Gattinella
  Jerome C. Keller
  James V. Manning
  Abdool Rahim Moossa, M.D.
  William Pence
 3




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Herman Sarkowsky
  Joseph E. Smith
  Stanley S. Trotman, Jr.
  Anthony Vuolo
  Douglas W. Wamsley
  Martin J. Wygod
 4




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Steven Zatz, M.D.
    Section 16(a)
    Beneficial Ownership Reporting Compliance
    Corporate
    Governance
  Board of Directors.
       5




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##### Table of Contents



Corporate Leadership Structure. day-to-day
  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.
 6




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##### Table of Contents




    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;
    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.
 7




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
    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.      
    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.   8




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Related Parties Committee.
  Other Committees.
  
    Special Committee Regarding the
    Merger.  Messrs. Trotman and Keller (two
    non-management members of the WebMD Board who did not serve on
    HLTHs Board of Directors) were members of a special
    committee formed in May 2009 to evaluate the Merger and
    negotiate with HLTH regarding its terms. Following the
    completion of the Merger, this Special Committee was disbanded.
    Special Committee Regarding the DOJ
    Investigation.  Messrs. Brooke, Manning,
    Sarkowsky and Smith and Dr. Adler were members of a special
    committee of the Board of Directors of HLTH 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 11 to the Consolidated Financial Statements included
    in this Annual Report. At the time of completion of the Merger,
    the WebMD Board constituted the same individuals as members of a
    similar special committee of the Board of Directors of WebMD.
    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 was formed at the time of the Merger and is
    authorized to make determinations relating to repurchases of
    WebMDs Common Stock and Convertible Notes. Until the
    Merger, Messrs. Keller and Trotman were the members of a
    predecessor committee of the Board, formed in December 2008,
    that was authorized to make determinations relating to
    repurchases of WebMD Common Stock. 9




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##### Table of Contents



The Boards Role in Risk
    Oversight. day-to-day
  Code of
    Business Conduct
  www.wbmd.com, Form 8-K.
 10




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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 2009 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
    to directors of WebMD and grants of non-qualified options to
    purchase HLTH Common Stock to directors of HLTH; and
    cash fees for service on certain other committees of the Board.    2009 Director Compensation
    Table.
  (a)

(b)

(c)

(d)

(e)

(f)Stock

WebMD

HLTHFees Earned or

Awards

Option Awards

Option Awards

TotalName

Paid in Cash ($)(1)

($)(2)

($)(3)

($)(3)

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


21,000



40,000



133,985



64,798



259,783Paul A. Brooke


15,000



30,000







64,798



109,798Neil F. Dimick


6,000



55,000



133,985



64,798



259,783Jerome C. Keller


56,000



37,500



133,985







227,485James V. Manning


21,000



55,000



133,985



64,798



274,783A. R. Moossa, M.D.






37,500



133,985







171,485Herman Sarkowsky


15,000



37,500







64,798



117,298Joseph E. Smith


15,000



37,500







64,798



117,298Stanley S. Trotman, Jr.


76,000



45,000



133,985







254,985     (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);
    (2) the Special Committee of the WebMD Board regarding the
    Merger ($50,000 for each of Messrs. Keller and Trotman,
    plus $20,000 for Mr. Trotman, as Chairman), and the Special
    Committee Regarding the DOJ Investigation, both by HLTH before
    the Merger and by WebMD after the Merger ($15,000 for each of
    Dr. Adler and Messrs. Brooke, Manning, Sarkowsky and
    Smith). 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 2009,
    the annual retainers were paid by WebMD in WebMD Common Stock to
    each director at the time of the completion of the Merger (and
    no annual retainers were paid in 2009 by HLTH). 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 $34.28 (the closing price of WebMD
    Common Stock on the Nasdaq Global Select Market on 11




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October 23, 2009, the day the
    Merger was completed), with 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.


1,166Paul A. Brooke


875Neil F. Dimick


1,604Jerome C. Keller


1,093James V. Manning


1,604A.R. Moossa, M.D.


1,093Herman Sarkowsky


1,093Joseph E. Smith


1,093Stanley S. Trotman, Jr.


1,312   (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 and HLTH on January 1, 2009, computed in accordance
    with FASB ASC Topic 718. See Note 12 (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.Under WebMDs Amended and
    Restated 2005 Long-Term Incentive Plan (which we refer to as the
    2005 Plan), each Non-Employee Director of WebMD automatically
    receives non-qualified options to purchase 13,200 shares of
    WebMD Common Stock on each January 1, with an exercise
    price equal to the closing price on the last trading date of the
    prior year. See  Option Grants by WebMD
    below for additional information. The following lists the total
    number of shares of WebMD Common Stock subject to outstanding
    unexercised option awards originally granted by WebMD that were
    held by our Non-Employee Directors as of December 31, 2009
    and the weighted average exercise price of those options:  Number of Shares Subject

Weighted AverageName

to Outstanding Options

Exercise PriceMark J. Adler, M.D.


79,200


$
29.14Neil F. Dimick


79,200


$
29.14Jerome C. Keller


79,200


$
29.14James V. Manning


79,200


$
29.14A.R. Moossa, M.D.


79,200


$
29.14Stanley S. Trotman, Jr.


79,200


$
29.14   Under HLTHs 2000 Long-Term
    Incentive Plan (which we refer to as the HLTH 2000 Plan), each
    Non-Employee Director of HLTH automatically received, on each
    January 1 prior to the Merger, non-qualified options to purchase
    20,000 shares of HLTH Common Stock with an exercise price
    equal to the closing price on the last trading date of the prior
    year. See  Option Grants by HLTH below
    for additional information. The following lists the total number
    of shares of WebMD Common Stock subject to outstanding
    unexercised option awards originally granted by HLTH (and
    automatically converted to options to purchase WebMD Common
    Stock in the Merger) that were held by our Non-Employee
    Directors as of December 31, 2009 and the weighted average
    exercise price of those options:  Number of Shares Subject

Weighted AverageName

to Outstanding Options

Exercise PriceMark J. Adler, M.D.


118,210


$
23.86Paul A. Brooke


119,988


$
19.60Neil F. Dimick


52,401


$
23.57James V. Manning


136,875


$
20.98Herman Sarkowsky


186,648


$
25.53Joseph E. Smith


100,434


$
25.81  12




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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 2009Membership on the Strategic Planning Committee
    (Dr. Adler and Messrs. Dimick, Keller, Manning and
    Trotman)

$
6,000Membership on the Special Committee regarding the Merger
    (Messrs. Trotman and Keller)

$
50,000Chairperson of the Special Committee regarding the Merger
    (Mr. Trotman)

$
20,000Membership on the Special Committee regarding the DOJ
    Investigation (Dr. Adler and Messrs. Brooke,
    Manning, Sarkowsky and Smith)

$
15,000    13




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Option
    Grants by WebMD
  Annual Stock Option Grants by WebMD.
    Discretionary Grants by WebMD.
  Option
    Grants by HLTH
  Annual Stock Option Grants by HLTH. 1 4 1 48
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Discretionary Grants by HLTH.
 15




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Item 11.
    Executive
    Compensation  Overview
    
    2009 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 2009 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 2009 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 in 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.    2009
    Report of the Compensation Committee
   16




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Form 10-K.
  Mark J. Adler, M.D. (Chairperson)
    Herman Sarkowsky
    Joseph E. Smith
    A. R. Moossa, M.D.
    Stanley S. Trotman, Jr.
  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 Named 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, prior to the Merger,
    options to purchase shares of HLTH Common Stock, with an
    exercise price that was equal to the fair market value of HLTH
    Common Stock on the grant date); and
    grants of shares of WebMD Restricted Stock, subject to vesting
    based on continued employment (and, prior to the Merger, grants
    of shares of HLTH Restricted Stock, subject to vesting based on
    continued employment). 17




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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 18




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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.  
    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 2009 and the amounts
    contributed to the Supplemental Bonus Plan that were approved by
    the Compensation Committee in March 2010 and the special bonuses
    paid to Messrs. Wygod and Vuolo in November 2009, as more
    fully described under  Use of Specific Types of
    Compensation in 2009 below; and
    the size and terms of the equity grants that were approved by
    the Compensation Committee in November 2009, as more fully
    described below under  Use of Specific Types of
    Compensation in 2009  Equity Compensation 
    2009  Grants Based on Specific Events below.   19




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Key Corporate Transactions Affecting Compensation
    Decisions for 2009.
  
    Merger.  In the Merger, each share of HLTH
    common stock was converted into 0.4444 shares of WebMD
    Common Stock. The shares of WebMDs Class A Common
    Stock were unchanged in the Merger and continue to trade on the
    Nasdaq Global Select Market under the symbol WBMD;
    however, they are no longer referred to as
    Class A because the Merger eliminated both
    WebMDs Class B common stock and the dual-class stock
    structure that had existed at WebMD. The key reasons for the
    Merger included allowing HLTHs stockholders to participate
    directly in the ownership of WebMD, while eliminating
    HLTHs controlling interest in WebMD and the inefficiencies
    associated with having two separate public companies, increasing
    the ability of WebMD to raise capital and to obtain financing,
    and improving the liquidity of WebMD common stock by
    significantly increasing the number of shares held by public
    stockholders.
    Porex Sale.  SNTC Holding, Inc., a wholly-owned
    subsidiary of HLTH, entered into a stock purchase agreement,
    dated as of September 17, 2009, for the sale of HLTHs
    Porex business for which HLTH received approximately
    $74.3 million in cash at closing, subject to customary
    adjustment based on the amount of Porexs working capital,
    received $67.5 million in senior secured notes (which we
    refer to as the Senior Secured Notes). The sale was completed on
    October 19, 2009. The Senior Secured Notes were later
    repurchased by the issuer for cash in April 2010 at 97% of their
    face value.
    2009 Tender Offer. On December 10, 2009, we
    completed a tender offer for our Common Stock and repurchased
    6,339,227 shares at a price of $37.00 per share. The 2009
    Tender Offer represented an opportunity for WebMD to return
    capital to stockholders who elected to tender their shares of
    WebMD common stock, while stockholders who chose not to
    participate in the 2009 Tender Offer automatically increased
    their relative percentage interest in our company at no
    additional cost to them.   20




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Use of
    Specific Types of Compensation in 2009
  Base Salary.
  Annual Bonuses Paid by WebMD to the Named Executive
    Officers.
  
    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.     21




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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
%Nan-Kirsten Forte

Executive Vice President  Consumer Services

$
353,000


$
123,600



35
%Steven Zatz, M.D.

Executive Vice President  Professional Services

$
375,000


$
131,300



35
%     Named



Sum of 2009 Annual Bonus and SBP Award

Sum of 2008 Annual Bonus and SBP AwardExecutive Officer

Title

Amount

% of Target

Amount

% of TargetWayne T. Gattinella

Chief Executive Officer and President

$
400,000



71
%

$
270,000



48
%Anthony Vuolo

Chief Operating Officer and Chief Financial Officer

$
315,000



70
%

$
250,000



56
%Nan-Kirsten Forte

Executive Vice President  Consumer Services

$
115,000



93
%

$
90,000



73
%Steven Zatz, M.D.

Executive Vice President  Professional Services

$
125,000



95
%

$
90,000



74
%     Named



2009 Amounts

2008 AmountsExecutive Officer

Title

Cash Bonus

SBP Award

Cash Bonus

SBP AwardWayne T. Gattinella

Chief Executive Officer and President

$
268,000


$
132,000


$
135,000


$
135,000Anthony Vuolo

Chief Operating Officer and Chief Financial Officer

$
211,050


$
103,950


$
125,000


$
125,000Nan-Kirsten Forte

Executive Vice President  Consumer Services

$
77,050


$
37,950


$
45,000


$
45,000Steven Zatz, M.D.

Executive Vice President  Professional Services

$
83,750


$
41,250


$
45,000


$
45,000    22




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##### Table of Contents



Bonuses for Mr. Wygod.
  Bonuses for Mr. Vuolo for Services Provided to
    HLTH.
  Supplemental Bonus Plan (SBP).
  
    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 the contributions for Named Executive
    Officers described above. In order to receive the applicable
    payment from the Supplemental Bonus Trust for the 2009 SBP
    Awards, each SBP participant is required to be employed by WebMD
    on March 1, 2011 (subject to limited exceptions for death,
    disability, or certain terminations of employment in connection
    with a sale of a subsidiary, the closing of a business location
    or certain other position eliminations). The Supplemental Bonus
    Trust will distribute the 2009 SBP Awards, together with actual
    net interest earned on the respective amounts, to SBP
    participants as promptly as practicable following March 1,
    2011 (but in no event later than
    21/2
    months following such date).
    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 the
    contributions for Named Executive Officers described above. In
    order to receive the applicable payment 23




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##### Table of Contents



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 limited exceptions for death,
    disability, or certain terminations of employment in connection
    with a sale of a subsidiary, the closing of a business location
    or certain other position eliminations). Messrs. Funston
    and Wygod did not receive 2008 SBP Awards. 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; Ms. Forte received $45,033; and Dr. Zatz
    received $45,033.  
    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;
    a $40,000 contribution for Ms. Forte; and a $45,000
    contribution for Dr. Zatz. Messrs. Funston and 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 limited
    exceptions for death, disability, or certain terminations of
    employment in connection with a sale of a subsidiary, the
    closing of a business location or certain other position
    eliminations). 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; Ms. Forte received
    $40,554; and Dr. Zatz received $45,623.    Equity Compensation.
    
    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 24




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##### Table of Contents



made to executive officers. See Executive Compensation
    Tables  Outstanding Equity Awards at End of
    2009 below. 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 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 (or, in the
    case of Mr. Funston, of $11.60). 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) one to Mr. Vuolo in connection with his taking on
    the additional position of Chief Financial Officer (as described
    in Footnote 6 to the Summary Compensation Table) and
    (2) one to Mr. Wygod and the time of the reduction of
    his salary from $975,000 per year to $120,000 per year (as
    described in Footnote 12 to the Summary Compensation Table).
    HLTH did not make any grants of equity to our Named Executive
    Officers in 2009.  Application of Compensation Policies to Individual Named
    Executive Officers.
    Benefits and Perquisites.
 25




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##### Table of Contents



Compensation
    Following Termination of Employment or a Change in
    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.   26




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##### Table of Contents



Employment Agreement Provisions Regarding Change in Control
    Benefits.
  
    In the case of Mr. Gattinella, his employment agreement
    provides that, so long as he remains employed for one year
    following a change in control of WebMD, his options to purchase
    WebMD Common Stock granted on December 10, 2008 would
    continue to vest until the second anniversary of the change in
    control, even if he resigns from the employ of WebMD prior to
    such vesting date. In addition, that portion of the restricted
    stock grant made on December 10, 2008 that would have
    vested through the second anniversary of the change in control
    would become vested on the date of his resignation.
    With respect to Mr. Vuolo, his employment agreement
    includes terms providing that he would be able to resign
    following a change in 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 in 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 equity grants from WebMD and HLTH and the
    November 2009 equity grant from WebMD, after the completion of a
    one year transition period, in which event (i) the options
    granted in December 2008 would continue to vest until the second
    anniversary of the change in control, (ii) that portion of
    the WebMD Restricted Stock granted in December 2008 that would
    have vested through the second anniversary of the change in
    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.
    Mr. Wygods employment agreement includes terms
    providing that if there is a change in control of WebMD, the
    vesting of the WebMD equity granted to him will accelerate on
    that date.     27




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##### Table of Contents



Application in 2009.
  
    In July 2009, WebMD entered into an amendment to
    Mr. Wygods employment agreement that provided that,
    instead of Mr. Wygod becoming a non-executive Chairman upon
    completion of the Merger, as contemplated by his existing
    employment agreement, he would continue to serve as executive
    Chairman of the Board of WebMD following the Merger and that,
    upon the consummation of the Merger, his salary would be reduced
    from $975,000 to $120,000, but he would continue to have the
    right, if his employment were to terminate for any reason, to
    receive the severance he would have received had he become a
    non-employee Chairman of the Board of WebMD upon the closing of
    the Merger, as had originally been contemplated. For additional
    information regarding this amendment, see Employment
    Agreements with Named Executive Officers  Martin J.
    Wygod below.
    In making the grant to Mr. Wygod of 110,000 shares of
    WebMD Restricted Stock in November 2009 at the time his salary
    was reduced to $120,000, the Compensation Committee determined
    that it was appropriate that if Mr. Wygods employment
    were to be terminated by WebMD without cause, by Mr. Wygod
    for good reason or as a result of death or disability, the
    vesting of the shares would accelerate.
    In making the grant to Mr. Vuolo of 44,000 shares of
    WebMD Restricted Stock in November 2009 upon his becoming Chief
    Financial Officer, the Compensation Committee determined that it
    was appropriate that if a change in control occurs, he may
    resign beginning one year after the change in control and any
    remaining unvested shares would vest.  Deductibility of
    Compensation.
  Executive
    Compensation Tables
    
    Summary Compensation Table, which presents information regarding
    our Named Executive Officers total compensation and the
    types and value of its components; and
    three tables providing additional information regarding our
    equity compensation, entitled: Grants of Plan-Based Awards in
    2009; Outstanding Equity Awards at End of 2009; and Option
    Exercises and Stock Vested in 2009. 28




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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


2009



581,538



404,869
(4)










13,658
(5)


1,000,065Chief Executive Officer


2008



560,000



135,000



1,416,600W



2,426,184W



9,758
(5)


4,547,542and President


2007



560,000



135,000











9,214
(5)


704,214Anthony Vuolo


2009



467,308



437,780
(7)


1,507,440W







18,l65
(8)


2,430,693Chief Operating Officer and


2008



450,000



375,000
(9)


1,156,890W



500,310H



17,704
(8)


4,481,288Chief Financial Officer(6)


















1,981,384W2,481,6942007



450,000



125,000











16,610
(8)


591,610Nan-Kirsten Forte


2009



366,058



117,604
(10)










8,095
(11)


491,757Executive Vice President 


2008



352,500



45,000



472,200W



1,010,910W



5,595
(11)


1,886,205Consumer Services


2007



352,500



80,000











5,445
(11)


437,945Martin J. Wygod(12)


2009



848,077



1,235,000
(13)


3,768,600W







10,847
(14)


5,862,524Chairman of the Board


2008



975,000



1,500,000



2,037,600H



1,224,960H



10,847
(14)


9,591,1911,416,600W



2,426,184W3,454,200



3,651,1442007



975,000



520,000











10,847
(14)


1,505,847Steven Zatz, M.D.


2009



378,577



129,373
(15)










8,865
(16)


516,815Executive Vice President 


2008



345,000



45,000



566,640W



1,010,910W



6,257
(16)


1,973,807Professional Services


2007



345,000



45,000











6,215
(16)


396,215Mark D. Funston


2009



324,519















90,204
(18)


414,723Former Chief Financial


2008



375,000



130,000



118,250H



511,848H



7,930
(18)


1,749,574Officer(17)


















606,546W1,118,3942007



375,000



100,000











169,948
(18)


644,948     (1)
    
    For information regarding the
    annual salary rate of the Named Executive Officers, see
    Employment Agreements with Named Executive Officers
    below. 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).(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. See  Background
    Information Regarding the Summary Compensation Table 
    Supplemental Bonus Plan (SBP) below for a description of
    contributions made to, 29




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##### Table of Contents



and releases from, a Supplemental
    Bonus Trust with respect to the Named Executive Officers. 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, HLTH
    Restricted Stock and options to purchase WebMD Common Stock and
    HLTH Common Stock awarded in each of 2009, 2008 and 2007, if
    any, to the respective Named Executive Officers, computed in
    accordance with FASB ASC Topic 718. See Note 12
    (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.(4)
    
    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 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. For 2007, consists of: (a) $2,906 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 is
    scheduled to vest on each of the first four anniversaries of the
    date of grant. That grant is reflected in Column (e) for
    2009.(7)
    
    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.(8)
    
    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. For 2007, consists of: (a) $3,368 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 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.(10)
    
    Consists of: (a) an annual
    bonus for 2009 of $77,050 and (b) $40,554 released in March
    2009 from the Supplemental Bonus Trust with respect to
    contributions made on Ms. Fortes behalf for 2007.(11)
    
    For 2009, consists of:
    (a) $810 company-paid group term life insurance,
    (b) $2,385 company-paid supplemental disability
    insurance; and (c) $4,900 in company matching contributions
    under the 401(k) Plan. For 2008, consists of:
    (a) $810 company-paid group term life insurance,
    (b) $2,385 company-paid supplemental disability
    insurance; and (c) $2,300 in company matching contributions
    under the 401(k) Plan. For 2007, consists of:
    (a) $810 company-paid group term life insurance,
    (b) $2,385 company-paid supplemental disability
    insurance; and (c) $2,250 in company matching contributions
    under the 401(k) Plan.(12)
    
    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 is
    scheduled to vest on each of the first four 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.(13)
    
    Consists of: (a) an annual
    bonus for 2009 of $335,000; (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 each of 2009, 2008 and 2007,
    consists of: (a) $3,989 for company-paid supplemental
    disability insurance; and (b) $6,858 for company-paid group
    term life insurance.(15)
    
    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.(16)
    
    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. For 2007, consists of:
    (a) $1,242 company-paid group term life insurance,
    (b) $2,723 company-paid supplemental disability
    insurance; and (c) $2,250 in company matching contributions
    under the 401(k) Plan.(17)
    
    Mr. Funston served as Chief
    Financial Officer of WebMD until October 2009. For information
    on post-termination compensation payable to Mr. Funston,
    see Employment Agreements with Named Executive
    Officers  Mark D. Funston below.(18)
    
    For 2009, consists of:
    (a) $64,904 in severance payments; (b) $17,308 in
    payment for unused accrued vacation days; (c) $1,242 for
    company-paid group term life insurance; (d) $2,975 for
    company-paid supplemental disability insurance; (e) $3,675
    in company 30




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##### Table of Contents



matching contributions under the
    401(k) Plan; and (f) a $100 gift card (an incentive for
    employees who completed a WebMD Health Manager online
    questionnaire). For 2008, consists of: (a) $3,450 in
    company matching contributions under the 401(k) Plan;
    (b) $3,570 for company-paid supplemental disability
    insurance; (c) a $100 gift card (an incentive for employees
    who completed a WebMD Health Manager online questionnaire); and
    (d) $810 for company-paid group term life insurance. For
    2007, consists of: (a) $3,338 in company matching
    contributions under the 401(k) Plan; (b) $3,570 for
    company-paid supplemental disability insurance; (c) $810
    for company-paid group term life insurance; and (d) $88,545
    for reimbursement of relocation costs plus $73,685 for
    reimbursement of amounts required to pay income taxes resulting
    from the payment for such relocation costs.  Background
    Information Regarding the Summary Compensation
    Table
  General.
  Equity Compensation. year-to-year
  
    2007  No Grants.  No grants were
    made by either HLTH or WebMD to the Named Executive Officers in
    2007.
    2008  Broad-Based Grants.  In
    December 2008, the WebMD Compensation Committee approved the
    making of a broad-based equity grant to most of WebMDs
    employees and the HLTH Compensation Committee approved the
    making of a broad-based equity grant to HLTHs corporate
    employees. 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. The
    option grants made by WebMD in December 2008 had an exercise
    price of $23.61. The vesting schedule for the December 2008
    WebMD equity grants was 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 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 by HLTH to
    Mr. Gattinella at that time). The option grants made by
    HLTH 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). The vesting schedule for the grants made by HLTH
    in December 2008 was 25% on the first four anniversaries of the
    date of grant.
    2009  Grants Based on Specific
    Events.  WebMD made two grants of equity to Named
    Executive Officers in 2009: (1) one to Mr. Vuolo in
    connection with his taking on the additional position of Chief
    Financial Officer (as described in Footnote 6 to the Summary
    Compensation Table) and (2) one to Mr. Wygod and the
    time of the reduction of his salary from $975,000 per year to
    $120,000 per year (as described in Footnote 12 to the Summary
    Compensation Table). HLTH did not make any grants of equity to
    our Named Executive Officers in 2009.   31




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##### Table of Contents



Employment Agreements.
  Supplemental Bonus Plan (SBP).
  
    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 $37,950 contribution for Ms. Forte; 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 is required to be employed by WebMD on March 1,
    2011 (subject to limited exceptions for death, disability, or
    certain terminations of employment in connection with a sale of
    a subsidiary, the closing of a business location or certain
    other position eliminations). The Supplemental Bonus Trust will
    distribute the 2009 SBP Awards, together with actual net
    interest earned on the respective amounts, to SBP participants
    as promptly as practicable following March 1, 2011 (but in
    no event later than
    21/2
    months following such date). Because those amounts will be
    forfeitable until March 1, 2011, they would be reflected in
    future Summary Compensation Tables as compensation in 2011 if
    the individual is a Named Executive Officer for the applicable
    year.
    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 $45,000 contribution for
    Ms. Forte; and a $45,000 contribution for Dr. Zatz. 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 limited exceptions for death, disability, or certain
    terminations of employment in connection with a sale of a
    subsidiary, the closing of a business location or certain other
    position eliminations). 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; Ms. Forte received
    $45,033; and Dr. Zatz received $45,033. Mr. Wygod did not
    receive a 2008 SBP Award. Because those amounts were forfeitable
    until March 1, 2010, they are not reflected in the Summary
    Compensation Table above, but would be reflected in future
    Summary Compensation Tables as compensation in 2010 if the
    individual is a Named Executive Officer for the applicable year.
    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 32




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##### Table of Contents



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 $40,000
    contribution for Ms. Forte; and a $45,000 contribution for
    Dr. Zatz. Messrs. Funston and 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 limited exceptions for death,
    disability, or certain terminations of employment in connection
    with a sale of a subsidiary, the closing of a business location
    or certain other position eliminations). 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; Ms. Forte received $40,554; and Dr. Zatz
    received $45,623. Those amounts are included in the bonus
    amounts reported for 2009 in Column (d) of the Summary
    Compensation Table since they ceased to be forfeitable in 2009.  Grants of
    Plan-Based Awards in 2009
  Table.
  (a)

(b)

(c)

(d)

(e)

(f)

(g)GrantAll Option



DateAll Stock

Awards:

Exercise

FairAwards:

Number of

or Base

Value ofNumber of

Securities

Price of

Stock andShares of

Underlying

Option

OptionApproval

Grant

Stock

Options

Awards

AwardsName

Date

Date

(#)

(#)

($/Sh)

($)(1)Wayne T. Gattinella






















Anthony Vuolo


11/03/09



11/03/09



44,000
(W)










1,507,440Nan-Kirsten Forte






















Martin J. Wygod


11/03/09



11/03/09



110,000
(W)










3,768,600Steven Zatz, M.D.






















Mark D. Funston






















     (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 12
    (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.
   33




---



##### Table of Contents



Outstanding
    Equity Awards at End of 2009
    (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
)






240,000
(5)


23.61



12/10/08



12/10/18



60,000
(5)


12/10/08



2,309,400(W
)


110,000







17.50



9/28/05



9/28/15











(H
)


111,100







19.33



3/17/04



3/17/14











Anthony Vuolo


(W
)






















44,000
(4)


11/03/09



1,693,560(W
)






196,000
(5)


23.61



12/10/08



12/10/18



49,000
(5)


12/10/08



1,886,010(H
)


19,998



59,994
(4)


21.29



12/10/08



12/10/18











(W
)


176,000







17.50



9/28/05



9/28/15











(H
)


111,110







19.33



3/17/04



3/17/14











Nan-Kirsten Forte


(W
)






100,000
(5)

$
23.61



12/10/2008



12/10/2018



20,000
(5)


12/10/08



769,800(W
)


55,000






$
17.50



9/28/2005



9/28/2015











(H
)


44,440






$
36.29



9/12/2000



9/12/2010











(H
)


158,584






$
48.81



4/6/2000



4/6/2010











Martin J. Wygod


(W
)






















110,000
(4)


11/03/09



4,233,900(W
)






240,000
(5)


23.61



12/10/08



12/10/18



60,000
(5)


12/10/08



2,309,400(H
)


53,328



159,984
(4)


19.11



12/01/08



12/01/18



79,992
(4)


12/01/08



3,078,892(H
)


399,960







26.69



10/23/06



10/23/16











(H
)


144,430



66,660
(4)


19.74



1/27/06



1/27/16











(W
)


220,000







17.50



9/28/05



9/28/15











(H
)


997,200







28.70



8/21/00



8/21/10











(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











(H
)


11,110







22.51



7/03/95



7/03/10











Steven Zatz, M.D.


(W
)






100,000
(5)

$
23.61



12/10/2008



12/10/2018



24,000
(5)


12/10/08



923,760(W
)


88,000






$
17.50



9/28/2005



9/28/2015











(H
)


222,200






$
27.15



10/4/2000



10/4/2010











Mark D. Funston


(H
)


55,002



19,998
(4)


26.11



11/13/06



11/13/16











     (1)
    
    Each grant reported in the table
    above was granted under, and is subject to, the WebMD 2005 Plan,
    the HLTH 2000 Plan, the HLTH 1996 Stock Plan or another plan or
    agreement that contains substantially the same 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, 34




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##### Table of Contents



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 in control
    of WebMD, see Potential Payments and Other Benefits Upon
    Termination of Employment or a Change in 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 in 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 in
    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 $38.49, the closing market price of WebMD
    Common Stock on December 31, 2009.(4)
    
    Vesting schedule is: 25% of the
    original amount granted on each of first, second, third and
    fourth anniversaries of the date of the grant.(5)
    
    Vesting schedule is: 25% of the
    original amount granted on March 31 of each of 2010, 2011, 2012
    and 2013.  Option
    Exercises and Stock Vested in 2009
    (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


91,049H



2,428,277H



13,750W



455,813W110,000W



2,134,000W4,562,277Anthony Vuolo


366,630H



4,511,549H



11,000W



364,650WNan-Kirsten Forte










6,875W



227,906WMartin J. Wygod


336,000H



2,590,560H



102,212H



3,410,636H13,750W



455,813W3,866,449Steven Zatz, M.D.


128,135H



1,365,778H



5,500W



182,325WMark D. Funston


4,992H



64,147H



13,332H



454,088H     (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 HLTH Common Stock or WebMD Common
    Stock, as the case may be, 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 Stock or HLTH Common Stock, as the case may be,
    on the vesting date. 35




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##### Table of Contents



Potential
    Payments and Other Benefits Upon Termination of Employment or a
    Change in Control
  Background and Assumptions.
  
    employment agreements;
    equity grant agreements; and
    our Severance Benefit Plan, an ERISA severance plan applicable
    to all of our employees (the Severance Plan).  and/or
  2003-68
   36




---



##### Table of Contents



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.  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 in

Voluntary

Disability

Termination

without

Change inPayments

Reason

Control(1)

Termination

or Death

for Cause

Cause

ControlCash Severance


-0-



-0-



-0-



135,000
(3)


-0-



329,000
(2)


329,000
(2)Stock Options


-0-



1,786,000



-0-



3,571,000



-0-



-0-



1,786,000Restricted Stock


-0-



1,155,000



-0-



2,309,000



-0-



-0-



1,155,000Health and Welfare Benefits Continuation


-0-



-0-



-0-



-0-



-0-



2,000
(4)


2,000
(4)280G Tax
    Gross-Up


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



15,000
(5)


15,000
(5)TOTAL


-0-



2,941,000



-0-



6,015,000



-0-



346,000



3,287,000     (1)
    
    In the event of a Change in Control
    of WebMD, the December 2008 option and restricted stock awards
    granted to Mr. Gattinella 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.
    However, for purposes of calculating the amounts included in the
    column entitled Voluntary Termination in Connection with a
    Change in Control we treat such resignation as occurring
    on December 31, 2009 and assume, solely for purposes of
    preparing this table, that the requirement for the applicable
    transition period has been met.(2)
    
    Our obligation to pay
    Mr. Gattinella cash severance if his employment is
    terminated by us without Cause or by him for Good Reason under
    his employment agreement expired in April 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 19 weeks of
    base salary as severance. In addition, Mr. Gattinella may
    be entitled to his award under the Supplemental Bonus Plan
    (SBP) made in March 2009 only if his employment is
    terminated (i) in connection with the termination of a
    group of employees as part of a restructuring, reorganization or
    a reduction in force or (ii) if his employment is
    terminated as a result of a sale of the subsidiary or division
    by which he is employed. We have assumed, solely for purposes of
    preparing this table, that the reason for termination satisfies
    the requirements of the Severance Plan and the SBP.(3)
    
    Represents the amount contributed
    in March 2009 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, 2009, as a result of death or disability. For
    additional information, see  Summary Compensation
    Table  Supplemental Bonus Plan Award (SBP)
    above.(4)
    
    Represents one month COBRA payment
    under the Severance Plan.(5)
    
    Represents the cost of outplacement
    assistance. 37




---



##### Table of Contents



Anthony
    Vuolo, Chief Operating Officer and Chief Financial
    Officer
  Termination ofVoluntary









EmploymentTermination in









without Cause orVoluntary

connection







Involuntary

for Good ReasonTermination

with a

Other

Permanent

Involuntary

Termination

Following aExecutive Benefits and

for Good

Change in

Voluntary

Disability or

Termination

without

Change inPayments

Reason

Control(1)

Termination

Death(2)

for Cause

Cause

ControlCash Severance(3)


1,925,000



1,925,000



-0-



2,050,000



-0-



1,925,000



1,925,000Stock Options


-0-



2,146,000



-0-



3,948,000



-0-



-0-



2,146,000Restricted Stock


-0-



2,637,000



-0-



3,580,000



-0-



-0-



2,637,000Health and Welfare Benefits Continuation


105,000



105,000



-0-



105,000



-0-



105,000



105,000280G Tax
    Gross-Up(4)


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


2,030,000



6,813,000



-0-



9,683,000



-0-



2,030,000



6,813,000     (1)
    
    Mr. Vuolo may resign from his
    employment after six months following a Change in Control
    of WebMD and receive the same benefits as if he was terminated
    without Cause or for Good Reason following a Change in Control
    (other than with respect to the option and restricted stock
    awards granted to him in December 2008 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 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 treat such resignation as occurring
    on December 31, 2009 and assume that the requirement for
    the applicable transition period has been met.(2)
    
    Includes the $125,000 contributed
    in March 2009 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, 2009, as a result of death or disability (for
    additional information, see  Summary
    Compensation Table  Supplemental Bonus Plan
    (SBP) above).(3)
    
    The amounts in this row, other than
    the columns that are zero, consist of 18 months of salary
    and annual bonuses, plus an annual bonus for 2009. We have
    assumed, solely for purposes of this table, that the amount of
    the annual bonus used for calculating the amounts in this line
    of the table, is $500,000, the amount of Mr. Vuolos
    actual cash bonus for 2008 payable by WebMD and HLTH (the year
    prior to the year of the assumed termination) together with the
    amount contributed on his behalf to the Supplemental Bonus Trust.(4)
    
    We have assumed, solely for
    purposes of preparing this table, that the bonus for the year of
    termination is reasonable compensation for services performed.
    In addition, we have assumed, solely for purposes of preparing
    this table, that 50% of the salary continuation portion of the
    severance constitutes reasonable compensation for
    the restrictive covenants to which the executive is bound
    following the termination of employment. Accordingly, we have
    not treated that portion of the salary continuation as a
    parachute payment for purposes of Section 280G. Such
    assumption may change at the time of an actual change in control.  Nan-Kirsten
    Forte, Executive Vice President  Consumer
    Services
  Voluntary









Termination ofTermination









EmploymentVoluntary

in Connection







Involuntary

without CauseTermination

with a

Other

Permanent

Involuntary

Termination

Following aExecutive Benefits and

for Good

Change in

Voluntary

Disability

Termination

without

Change inPayments

Reason

Control

Termination

or Death

for Cause

Cause

ControlCash Severance


-0-



-0-



-0-



45,000
(1)


-0-



228,000
(2)


228,000
(2)Stock Options


-0-



-0-



-0-



1,488,000



-0-



-0-



-0-Restricted Stock


-0-



-0-



-0-



770,000



-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-



2,303,000



-0-



245,000



245,000     (1)
    
    Represents the amount contributed
    in March 2009 on Ms. Fortes behalf to the
    Supplemental Bonus Trust, which would be payable to her in the
    event of a termination of her employment as a result of
    disability or death. For additional information, see
     Summary Compensation Table  Supplemental
    Bonus Trust (SBP) above. 38




---



##### Table of Contents



(2)
    
    Represents 27 weeks of base
    salary under the Severance Plan and the award under the SBP in
    March 2009. Our obligation to pay Ms. Forte cash severance
    if her employment is terminated by us without Cause or by her
    for Good Reason under her employment agreement expired in April
    2009. However, if Ms. Fortes employment is terminated
    by us, she may be eligible for severance under our Severance
    Plan if the reason for her termination is covered under that
    Plan (see  Background and Assumptions
    above). In addition, Ms. Forte may be entitled to her award
    under the SBP made in March 2009 only if her employment is
    terminated (i) in connection with the termination of a
    group of employees as part of a restructuring, reorganization or
    a reduction in force or (ii) if her employment is
    terminated as a result of a sale of the subsidiary or division
    by which she is employed. We have assumed, solely for purposes
    of preparing this table, that the reason for termination
    satisfies the requirements of the Severance Plan and the SBP.(3)
    
    Represents one month COBRA payment
    under the Severance Plan.(4)
    
    Represents the cost of outplacement
    assistance.  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 in

Voluntary

Disability or

Termination

without

Change inPayments(1)

Reason

Control

Termination

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


7,922,000



7,922,000



-0-



7,922,000



-0-



7,922,000



7,922,000Restricted Stock


9,622,000



9,622,000



-0-



9,622,000



-0-



9,622,000



9,622,000Health and Welfare Benefits Continuation


75,000



75,000



75,000



75,000



-0-



75,000



75,000280G Tax
    Gross-Up(3)


-0-



6,212,000



-0-



-0-



-0-



-0-



6,212,000Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


23,344,000



29,556,000



5,800,000



23,344,000



-0-



23,344,000



29,556,000     (1)
    
    As more fully described in
    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 (the bonus is determined by
    averaging bonus amounts 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 in control. 39




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##### Table of Contents



Steven
    Zatz, M.D., Executive Vice President 
    Professional Services
  Voluntary









Termination ofTermination









EmploymentVoluntary

in Connection







Involuntary

without CauseTermination

with a

Other

Permanent

Involuntary

Termination

Following aExecutive Benefits and

for Good

Change in

Voluntary

Disability

Termination

without

Change inPayments

Reason

Control

Termination

or Death

for Cause

Cause

ControlCash Severance


-0-



-0-



-0-



45,000
(1
)


-0-



225,000
(2
)


225,000
(2
)Stock Options


-0-



-0-



-0-



1,488,000




-0-



-0-




-0-Restricted Stock


-0-



-0-



-0-



924,000




-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-



2,457,000




-0-



242,000




242,000     (1)
    
    Represents the amount contributed
    in March 2009 on Dr. Zatzs behalf to the Supplemental
    Bonus Trust, which would be payable to him in the event of a
    termination of his employment as a result of disability or
    death. For additional information, see  Summary
    Compensation Table  Supplemental Bonus Trust
    (SBP) above.(2)
    
    Represents 25 weeks of base
    salary under the Severance Plan and the award under the SBP in
    March 2009. Our obligation to pay Dr. Zatz cash severance
    if his employment is terminated by us without Cause or by him
    for Good Reason under his employment agreement expired in April
    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, Dr. Zatz may be entitled to his award under
    the SBP made in March 2009 only if his employment is terminated
    (i) in connection with the termination of a group of
    employees as part of a restructuring, reorganization or a
    reduction in force or (ii) if his employment is terminated
    as a result of a sale of the subsidiary or division by which he
    is employed. We have assumed, solely for purposes of preparing
    this table, that the reason for termination satisfies the
    requirements of the Severance Plan and the SBP.(3)
    
    Represents one month COBRA payment
    under the Severance Plan.(4)
    
    Represents the cost of outplacement
    assistance.  Employment
    Agreements with Named Executive Officers
    Wayne
    T. Gattinella
    
    Mr. Gattinella currently receives an annual base salary of
    $560,000 and is eligible to earn an annual bonus of up to 100%
    of his base salary, the actual amount to be determined by the
    WebMD Compensation Committee in its discretion. For 2009,
    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 2009  Annual Bonuses Paid by WebMD to
    the Named Executive Officers and
     Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2009  Supplemental Bonus Program 40




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##### Table of Contents



(SBP) above. For information regarding
    Mr. Gattinellas equity compensation, see
     Executive Compensation Tables above.  
    The December 2008 amendment described the material terms of the
    December 2008 equity awards made to Mr. Gattinella.
    Specifically, Mr. Gattinella may resign one year after the
    occurrence of a Change in Control of WebMD (as defined in the
    2005 WebMD Plan) 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. If
    Mr. Gattinellas employment is terminated by the
    acquirer prior to such date without cause or Mr. Gattinella
    resigns with good reason, he would also be entitled to these
    additional vestings. 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.
    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.
    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.
    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
    
    Mr. Vuolo receives an annual base salary of $450,000 and is
    eligible to earn an annual bonus of up to 100% of his base
    salary, the actual amount to be determined by the WebMD
    Compensation Committee in its discretion. For 2009,
    Mr. Vuolo received an annual bonus of $211,050, determined
    by the WebMD Compensation Committee in its discretion. In
    addition, the Compensation Committee approved an SBP Award of
    $103,950 with respect to Mr. Vuolo. See
     Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2009  Annual Bonuses Paid by WebMD to the Named
    Executive Officers and  Compensation
    Discussion and Analysis  Use of Specific Types of
    Compensation in 2009  Supplemental Bonus Program
    (SBP) above. In November 2009, the Compensation Committee
    also approved a bonus of $100,000 paid to Mr. Vuolo in
    recognition for services he provided in connection with
    HLTHs divestiture of Porex. For information regarding
    Mr. Vuolos equity compensation, see
     Executive Compensation Tables above. 41




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##### Table of Contents




    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:  (a)
    continuation of his base salary for a period of 18 months
    following the date of termination;  (b)
    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  (c)
    continued participation in 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.    
    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 and that 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 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 of WebMD (as defined in the
    WebMD 2005 Plan) 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.
    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, 42




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##### Table of Contents



however, that if a change in control occurs, he may resign
    beginning one year after the change in control and any remaining
    unvested shares would 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.
    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 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.  Nan-Kirsten
    Forte
    
    Ms. Forte receives an annual base salary of $352,500 and is
    eligible to receive an annual bonus with a target of 35% of base
    salary to be determined by our Compensation Committee. For 2009,
    Ms. Forte received an annual bonus of $77,050, determined
    by the Compensation Committee of our Board in its discretion. In
    addition, the Compensation Committee approved an SBP Award of
    $37,950 with respect to Ms. Forte. See Compensation
    Discussion and Analysis  Use of Specific Types of
    Compensation in 2009  Annual Bonuses Paid by WebMD to
    the Named Executive Officers and
     Supplemental Bonus Program (SBP) above.
    For information regarding Ms. Fortes equity
    compensation, see the Executive Compensation Tables
    above. The December 2008 amendment 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 Ms. Forte 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.    Martin
    J. Wygod
   43




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##### Table of Contents




    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 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 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 2009,
    Mr. Wygod received an annual bonus of $335,000 from WebMD,
    determined by the WebMD Compensation Committee in its
    discretion. In addition, the Compensation Committee approved an
    SBP Award of $165,000 with respect to Mr. Wygod. See
     Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2009  Bonuses for Mr. Wygod and
     Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2009  Supplemental Bonus Program (SBP) above.
    In November 2009, the Compensation Committee also approved a
    bonus of $900,000 paid to Mr. Wygod in recognition for
    services he provided in connection with HLTHs divestiture
    of Porex. For information regarding Mr. Wygods equity
    compensation, see  Executive Compensation
    Tables above.
    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 44




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##### Table of Contents



(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.  
    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.
    
    Dr. Zatz receives an annual base salary of $375,000 and is
    eligible to receive an annual bonus with a target of 35% of base
    salary to be determined by our Compensation Committee. For 2009,
    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 2009  Annual Bonuses Paid by WebMD to
    the Named Executive Officers and
     Supplemental Bonus Program (SBP) above.
    For information regarding Dr. Zatzs equity
    compensation, see the Executive Compensation Tables
    above. 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.    Mark
    D. Funston
   45




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##### Table of Contents



Director
    Compensation
  Non-Employee Directors.
  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.
    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).   46




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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)


8,106,734







8,106,734



15.4
%82 Devonshire StreetBoston, MA 02109Kensico Capital Management Corporation, Michael Lowenstein and
    Thomas J. Coleman(4)


4,010,000







4,010,000



7.6
%55 Railroad Avenue, 2nd FloorGreenwich, CT 06830CalPERS/PCG Corporate Partners, LLC(5)


3,950,632







3,950,632



7.5
%1200 Prospect Street, Suite 200La Jolla, CA 92037Samana Capital, L.P., Morton Holdings, Inc. and Philip B.
    Korsant(6)


3,620,884







3,620,884



6.9
%283 Greenwich AvenueGreenwich, CT 06830BlackRock, Inc.(7)


3,098,339







3,098,339



5.9
%40 East 52nd StreetNew York, NY 10022Morgan Stanley(8)


2,872,622







2,872,622



5.5
%1585 BroadwayNew York, NY 10036Mark J. Adler, M.D.


12,422
(9)


116,046



128,468



*Paul A. Brooke


163,411
(10)


103,876



267,287



*Kevin M. Cameron


333,221
(11)


1,221,343



1,554,564



2.9
%Neil F. Dimick


15,954



85,789



101,743



*Nan-Kirsten Forte


18,293
(12)


52,500



70,793



*Wayne T. Gattinella


132,309
(13)


281,100



413,409



*Jerome Keller


19,937
(14)


29,700



49,637



*James V. Manning


283,270
(15)


94,715



377,985



*Abdool Rahim Moossa


5,793



49,500



55,293



*Herman Sarkowsky


202,485
(16)


128,318



330,803



*Joseph E. Smith


34,791



84,322



119,113



*Stanley S. Trotman, Jr.


52,692
(17)


29,700



82,392



*Anthony Vuolo


182,122
(18)


356,098



538,220



*Martin J. Wygod


2,480,106
(19)


493,290



2,973,396



5.6
%Steven Zatz, M.D.


77,718
(20)


69,000



146,718



*All executive officers and directors as a group (17 persons)


4,085,339



3,335,297



7,420,636



13.3
%  47




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##### Table of Contents



*
    
    Less than
    1%.  (1)
    
    The amounts set forth in this
    column include shares of WebMD Common Stock held in the accounts
    of Messrs. Cameron, Forte, 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, 2010. We have
    calculated the percentages set forth in the column entitled
    Percent of Outstanding based on the number of shares
    outstanding as of April 20, 2010 (which was 52,665,545,
    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) a Schedule 13G filed with the SEC reporting
    that FMR Corp. and the other members of the filing group had, as
    of December 31, 2009, sole power to vote or to direct the
    vote of 91,654 shares of WebMD Common Stock and sole power
    to dispose of or to direct the disposition of
    8,106,734 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, 2009 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 4,010,000 shares of WebMD
    Common Stock and shared power to vote or to direct the vote of
    those shares.(5)
    
    The information shown is based upon
    information disclosed by CalPERS/PCG Corporate Partners, LLC,
    PCG Corporate Partners Investments LLC, and Pacific Corporate
    Group Holdings, LLC as of December 31, 2009, 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 3,950,632 shares of WebMD Common Stock and shared power
    to vote or direct the vote of those shares.(6)
    
    The information shown is as of
    December 31, 2009 and is based upon information disclosed
    by Samana Capital, L.P., Morton Holdings, Inc. and Philip B.
    Korsant in a Schedule 13G filed with the SEC. Such persons
    reported that Morton Holdings, Inc. and Philip B. Korsant shared
    power to dispose of or to direct the disposition of
    3,620,884 shares of WebMD Common Stock and shared power to
    vote or to direct the voting of those shares of WebMD Common
    Stock, with Samana Capital, L.P. also having shared voting power
    and shared dispositive power with respect to 3,031,180 of those
    shares.(7)
    
    The information shown is as of
    December 31, 2009 and is based upon information disclosed
    by BlackRock, Inc. in a Schedule 13G filed with the SEC,
    which reported the sole power to vote or direct the voting of
    3,098,339 shares of WebMD Common Stock, and sole power to
    dispose or to direct the disposition of those shares.(8)
    
    The information shown is as of
    December 31, 2009 and is based upon information disclosed
    by Morgan Stanley in a Schedule 13G filed with the SEC,
    which reported that it had sole power to vote or direct the
    voting of 2,858,892 shares of WebMD Common Stock and shared
    power to vote or direct the voting of 7,826 shares of WebMD
    Common Stock, and sole power to dispose of or to direct the
    disposition of 2,872,622 shares of WebMD Common Stock.(9)
    
    Represents 12,156 shares held
    by Dr. Adler and 266 shares held by
    Dr. Adlers son.(10)
    
    Represents 73,791 shares held
    by Mr. Brooke and 89,620 shares held by PMSV Holdings
    LLC, of which Mr. Brooke is the managing member.(11)
    
    Represents 223,152 shares held
    by Mr. Cameron, 69 401(k) Plan Shares and 110,000 unvested
    shares of WebMD Restricted Stock.(12)
    
    Represents 3,189 shares held
    by Ms. Forte, 104 401(k) Plan Shares and 15,000 unvested
    shares of WebMD Restricted Stock.(13)
    
    Represents 87,309 shares held
    by Mr. Gattinella and 45,000 unvested shares of WebMD
    Restricted Stock.(14)
    
    Represents 19,868 shares held
    by Mr. Keller and 69 401(k) Plan Shares.(15)
    
    Represents 276,382 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.(16)
    
    Represents 168,485 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
    20,000 shares held by The Sarkowsky Family LLP (entities
    controlled by Mr. Sarkowsky). 48




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##### Table of Contents



(17)
    
    Represents 41,757 shares held
    by Mr. Trotman and 10,935 shares held by The Stanley
    S. Trotman, Jr. Trust, of which Mr. Trotman is a trustee.(18)
    
    Represents 101,372 shares held
    by Mr. Vuolo and 80,750 unvested shares of WebMD Restricted
    Stock.(19)
    
    Represents: 22,774 shares held
    by Mr. Wygod; 105 401(k) Plan Shares; 234,992 shares
    of unvested WebMD Restricted Stock; 2,140,797 shares held
    by The Wygod Family Revoacable Living Turst, 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; 71,695 shares held by SYNC, Inc., which is
    controlled by Mr. Wygod; 4,000 shares of WebMD Common
    Stock held by The Emily Wygod Trust u/t/a/d
    12-31-1987
    (as to which shares, Mr. Wygod disclaims beneficial
    ownership); and 3,521 shares of Common Stock held by The
    Max Wygod Trust u/t/a/d
    12-31-1987
    (as to which shares, Mr. Wygod disclaims beneficial
    ownership).(20)
    
    Represents 59,614 shares held
    by Dr. Zatz, 104 401(k) Plan Shares and 18,000 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


9,206,085


$
26.20



3,085,579Equity compensation plans not approved by security holders(2)


26,175


$
40.60



Total


9,232,260


$
26.24



3,085,579     (1)
    
    This table does not include
    outstanding options to acquire 13,200,112 shares of WebMD
    Common Stock at a weighted-average exercise price of $32.08 per
    share, as of December 31, 2009, 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 12 to
    the Consolidated Financial Statements in this Annual Report.(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.  Description
    of Subimo Plan
   49




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Item 13.
    Certain
    Relationships and Related Transactions  Director
    Independence
      Related
    Party Transactions
      Audit
    Committee Review of Related Party Transactions
   50




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case-by-case
   51




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##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services    Type of Fees

2009


2008Audit Fees

$
1,085,818


$
1,507,981Audit-Related Fees


639,165



1,217,026Tax Fees


299,965



298,600All Other Fees


1,995



1,500Total Fees

$
2,026,944


$
3,025,107     
    audit fees include: (a) fees for professional
    services (i) for the audit of consolidated financial
    statements of WebMD for 2009 and for the audits of the
    consolidated financial statements of HLTH and WebMD for 2008,
    (ii) for review of the consolidated financial statements
    included in WebMDs and HLTHs Quarterly Reports on
    Form 10-Q
    filed during each year, and (iii) for the audit of internal
    control over financial reporting with respect to WebMD for 2009
    and for the audits of internal control of financial reporting
    with respect to WebMD and HLTH for 2008; 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 audits of employee
    benefit plans and, during 2009, fees for services related to the
    Merger and the disposition of Porex and, during 2008, for
    services related to the terminated merger transaction between
    HLTH and WebMD, and the dispositions by HLTH of Porex, ViPS and
    its interest in EBSCo;
    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, during 2008, the terminated merger transaction between HLTH
    and WebMD; 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
 52




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##### Table of Contents



SIGNATURES
    WebMD
    Health Corp.
  By:
    /s/  Anthony
    Vuolo   Chief Operating Officer and
 Chief Financial Officer
 53




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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)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 June 25, 2003, between HLTH and The
    Bank of New York (incorporated by reference to Exhibit 4.1
    to HLTHs Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003)4
.3

Form of 1.75% Convertible Subordinated Note Due 2023
    (included in Exhibit 4.2)4
.4

First Supplemental Indenture, dated as of October 23, 2009,
    between the Registrant and The Bank of New York Mellon, as
    Trustee, to the Indenture for the 1.75% Convertible Notes
    due 2025 (incorporated by reference to Exhibit 4.4 to the
    Registrants Current Report on
    Form 8-K
    dated October 26, 2009)4
.5

Indenture, dated as of August 30, 2005, between HLTH and
    The Bank of New York (incorporated by reference to
    Exhibit 4.1 to Amendment, filed November 9, 2005 to
    HLTHs Current Report on
    Form 8-K
    filed on August 30, 2005)4
.6

Form of
    31/8% Convertible

    Note Due 2025 (included in Exhibit 4.5) E-1




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##### Table of Contents



Exhibit No.

Description4
.7

First Supplemental Indenture, dated as of October 23, 2009,
    between the Registrant and The Bank of New York Mellon, as
    Trustee, to the Indenture for the
    31/8% Convertible
    Notes due 2025 (incorporated by reference to Exhibit 4.1 to
    the Registrants Current Report on
    Form 8-K
    filed October 26, 2009)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)10
.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**

Employment Agreement, dated as of November 9, 2006, between
    HLTH and Mark Funston (incorporated by reference to
    Exhibit 10.1 to HLTHs Current Report on
    Form 8-K
    filed on November 15, 2006)10
.6**

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
.7**

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
.8**

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
.9**

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
.10**

Amended and Restated Stock Option Agreement dated
    August 21, 2000 between HLTH (as successor to Medical
    Manager Corporation) and Martin J. Wygod (incorporated by
    reference to Exhibit 10.21 to HLTHs Annual Report on
    Form 10-K
    for the year ended December 31, 2000, as amended by
    Amendment No. 1 on
    Form 10-K/A)10
.11**

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
.12**

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
.13**

Form of Amended and Restated Stock Option Agreement dated
    August 21, 2000, between HLTH and Anthony Vuolo
    (incorporated by reference to Exhibit 10.54 to HLTHs
    Annual Report on
    Form 10-K
    for the year ended December 31, 2001, as amended by
    Amendment No. 1 on
    Form 10-K/A)10
.14**

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) E-2




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##### Table of Contents



Exhibit No.

Description10
.15**

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
.16**

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
.17**

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
.18**

Amended and Restated 1998 Employee Stock Purchase Plan of HLTH
    (incorporated by reference to Exhibit 99.27 to HLTHs
    Registration Statement on
    Form S-8
    (No. 333-47250)
    filed October 4, 2000)10
.19**

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
.20**

WebMD, Inc. Amended and Restated 1997 Stock Incentive Plan, as
    amended (incorporated by reference to Exhibit 10.2 to
    HLTHs Registration Statement on
    Form S-8
    (No. 33-90795)
    filed November 12, 1999)10
.21**

Envoy Stock Plan (incorporated by reference to Exhibit 99.1
    to HLTHs Registration Statement on
    Form S-8
    (No. 333-42616)
    filed July 31, 2000)10
.22**

Amended and Restated 1989 Class A Non-Qualified Stock
    Option Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 10.1 to Synetic, Inc.s Registration Statement
    on
    Form S-1
    (No. 333-28654)
    filed May 18, 1989)10
.23**

Amended and Restated 1989 Class B Non-Qualified Stock
    Option Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 10.2 to Synetic, Inc.s Registration Statement
    on
    Form S-1
    (No. 333-28654)
    filed May 18, 1989)10
.24**

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
.25**

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
.26**

Medical Manager Corporations 1996 Amended and Restated
    Long-Term Incentive Plan (incorporated by reference to
    Exhibit 10.1 to Medical Manager Corporations
    (Commission
    File No. 0-29090)
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1998)10
.27**

Medical Manager Corporations 1996 Amended and Restated
    Non-Employee Directors Stock Plan (incorporated by
    reference to Exhibit 10.2 to Medical Manager
    Corporations (Commission
    File No. 0-29090)
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1997)10
.28**

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
.29**

1997 Class D Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.2 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10
.30**

1998 Class E Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.1 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-72517)
    filed February 17, 1999)10
.31**

The 1999 Medical Manager Corporation Stock Option Plan for
    Employees of Medical Manager Systems, Inc. (incorporated by
    reference to Exhibit 10.28 to Medical Manager
    Corporations Annual Report on
    Form 10-K
    for the year ended June 30, 1999)10
.32**

1998 Porex Technologies Corp. Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.2 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-72517)
    filed February 17, 1999)10
.33**

CareInsite, Inc. 1999 Officer Stock Option Plan (incorporated by
    reference to Exhibit 10.18 to Amendment No. 6 to
    CareInsite, Inc.s Registration Statement on
    Form S-1
    (No. 333-75071)
    filed June 11, 1999) E-3




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##### Table of Contents



Exhibit No.

Description10
.34**

CareInsite, Inc. 1999 Employee Stock Option Plan (incorporated
    by reference to Exhibit 10.17 to Amendment No. 6 to
    CareInsite, Inc.s Registration Statement on
    Form S-1
    (No. 333-75071)
    filed June 11, 1999)10
.35**

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))10
.36**

Amendment to Company Stock Option Plans of Medical Manager
    Corporation and CareInsite, Inc. (incorporated by reference to
    Exhibit 99.28 to HLTHs Registration Statement on
    Form S-8
    (No. 333-47250)
    filed October 4, 2000)10
.37**

2004 Non-Qualified Stock Option Plan for Employees of VIPS, Inc.
    (incorporated by reference to Exhibit 10.2 of HLTHs
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004)10
.38**

Stock Option Agreement between HLTH and Wayne Gattinella dated
    August 20, 2001 (incorporated by reference to
    Exhibit 4.8 to HLTHs Registration Statement on
    Form S-8
    (No. 333-888420)
    filed May 16, 2002)10
.39**

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 Registration Statement on
    Form S-8
    filed on October 23, 2009 (Reg.
    No. 333-162653))10
.40**

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
.41**

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
.42**

Form of Restricted Stock Agreement with Non-Employee Directors
    (incorporated by reference to Exhibit 10.49 to the IPO
    Registration Statement)10
.43**

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
.44**

Form of Non-Qualified Stock Option Agreement with Non-Employee
    Directors (incorporated by reference to Exhibit 10.51 to
    the IPO Registration Statement)10
.45**

Employment Agreement between WebMD Health Holdings, Inc. and
    Douglas W. Wamsley (incorporated by reference to
    Exhibit 10.15 to the IPO Registration Statement)10
.46**

Employment Agreement between WebMD Health Holdings, Inc. and
    Nan-Kirsten Forte (incorporated by reference to
    Exhibit 10.16 to the IPO Registration Statement)10
.47**

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
.48**

Employment Agreement between WebMD Health Holdings, Inc. and
    Craig Froude (incorporated by reference to Exhibit 10.18 to
    the IPO Registration Statement)10
.49

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
.50

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
.51

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
.52**

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) E-4




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##### Table of Contents



Exhibit No.

Description10
.53**

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
.54**

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
.55

Loan Agreement, dated as of April 28, 2009, between
    Citigroup Global Markets Inc. and HLTH Corporation (incorporated
    by reference to Exhibit 10.1 to HLTHs Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2009)10
.56

Amended and Restated Loan Agreement, dated as of April 28,
    2009, between Citigroup Global Markets Inc. and WebMD Health
    Corp. (incorporated by reference to Exhibit 10.1 of the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2009)10
.57**

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
.58**

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
.59**

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)10
.60**

Letter Amendment, dated as of December 10, 2008, between
    HLTH and Mark D. Funston (incorporated by reference to
    Exhibit 10.54 to HLTHs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)10
.61**

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
.62**

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
.63**

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
.64**

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
.65**

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
.66**

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
.67**

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
.68**

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
.69**

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
.70

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) E-5




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##### Table of Contents



Exhibit No.

Description10
.71**

Restricted Stock Agreement, dated November 3, 2009, between
    the Registrant and Anthony Vuolo***10
.72**

Letter Amendment, dated as of November 3, 2009, between the
    Registrant and Kevin M. Cameron***10
.73**

Letter Agreement, dated as of October 30, 2009, between the
    Registrant and Mark Funston***10
.74**

Letter Amendment, dated as of December 14, 2008 between the
    Registrant and Steven Zatz, M.D.****12
.1

Computation of Ratio of Earnings to Fixed Charges***14
.1

Code of Business Conduct (incorporated by reference to
    Exhibit 10.58 to Amendment No. 1, filed on
    April 30, 2009, to the 2008
    Form 10-K)21
.1

Subsidiaries of the Registrant***23
.1

Consent of Ernst & Young LLP, Independent Registered
    Public Accounting Firm***23
.2

Consent of Ernst & Young LLP, Independent Auditors for
    Exhibit 99.5***31
.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***99
.5

Consolidated Financial Statements of EBS Master LLC for the Year
    Ended December 31, 2007 and the Period from
    November 16, 2006 to December 31, 2006 (incorporated
    by reference to Exhibit 99.1 to HLTHs Annual Report
    on
    Form 10-K
    for the year ended December 31, 2007)     *
    
    With respect to the agreements filed as Exhibits 2.1
    through 2.6 and Exhibits 2.8 and 2.9, 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.***
    
    Previously filed with this Annual Report on
    Form 10-K
    (as originally filed on March 2, 2010).****
    
    Filed with this Amendment No. 1.*****
    
    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 2, 2010).
    
    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-6