UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, 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 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2014

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the transition period
from                     to

Commission file number: 001-35337





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    |  | 10011                               
|(Address of principal executive office) |  | (Zip code)                          

(212) 624-3700

(Registrants telephone number including area code)

Securities
registered pursuant to Section 12(b) of the Act:



|                                        |  |                                                   
|--------------------------------------- |  | --------------------------------------------------
|Title of Each Class                     |  | Name of Each Exchange on Which Registered         
|Common 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:Not Applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  þ        No   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act.    Yes   ̈        No  þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  þ        No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  þ        No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this Form 10-K.    þ

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):



|                        |  |   |  |                   |  |   |  |                                               |  |   |  |                           |  |  
|----------------------- |  | - |  | ----------------- |  | - |  | --------------------------------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  | þ |  | Accelerated filer |  |  ̈ |  | Non-accelerated filer                         |  |  ̈ |  | Smaller reporting company |  |  ̈
|                        |  |   |  |                   |  |   |  | (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.)    Yes   ̈        No  þ

As of June 30, 2014, the aggregate market value of the registrants Common Stock held by non-affiliates of the registrant was
approximately $1,762,535,000 (based on the closing price of the Common Stock of $48.30 per share on that date, as reported on the Nasdaq Global Select Market).

As of February 23, 2015, there were 37,210,893 shares of Common Stock outstanding (including unvested shares of restricted Common Stock).

DOCUMENTS INCORPORATED BY REFERENCE

None.









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|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Explanatory Note 
WebMD Health Corp. is filing this Amendment No. 1 on Form 10-K/A (this Amendment) to amend our
Annual Report on Form 10-K for the year ended December 31, 2014, originally filed with the Securities and Exchange Commission (the SEC) on February 27, 2015 (the Original Filing), to include the information
required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above-referenced items to be
incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to include Part III information in our Form 10-K because our
definitive proxy statement will be filed later this year. The reference on the cover of the Original Filing to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing is deleted by this
Amendment.  Part III of the
Original Filing (Items 10 through 14) is being amended and restated in its entirety by this Amendment. In addition, the Exhibit Index that is incorporated by reference into Part IV, Item 15 of the Original Filing is being amended and restated
in its entirety by this Amendment, with the only changes being the addition of Exhibits 10.55 through 10.66, Exhibit 31.3 and Exhibit 31.4 and related changes to the footnotes to that Index. This Amendment does not amend or otherwise update any
other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. |  |  |  | 



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PART III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

Directors and Executive Officers

The charts below list our directors and
executive officers and are followed by biographical information about them. The biographical information regarding each member of our Board of Directors ends with a statement regarding that members qualifications for service on our Board, as
considered by the Nominating & Governance Committee of our Board (regardless of whether the individual director is up for election this year).

Directors



|                              |  |     |    |  |           |                                                            
|----------------------------- |  | --- | -- |  | --------- | -----------------------------------------------------------
|Name                          |  | Age |    |  | Positions
|Mark J. Adler, M.D.(3)        |  |     | 58 |  |           | Director; Chairman of the Compensation Committee           
|Kevin M. Cameron              |  |     | 48 |  |           | Director; Special Advisor to the Chairman of the Board     
|Neil F. Dimick(1)(2)(4)       |  |     | 65 |  |           | Director; Chairman of the Nominating & Governance Committee
|Jerome C. Keller(4)           |  |     | 72 |  |           | Director                                                   
|James V. Manning(1)(2)        |  |     | 68 |  |           | Director; Chairman of the Audit Committee                  
|William J. Marino(2)          |  |     | 71 |  |           | Director                                                   
|Joseph E. Smith(3)            |  |     | 76 |  |           | Director                                                   
|Stanley S. Trotman, Jr.(1)(3) |  |     | 71 |  |           | Director                                                   
|Kristiina Vuori, M.D.(4)      |  |     | 47 |  |           | Director                                                   
|Martin J. Wygod(1)            |  |     | 75 |  |           | 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
|--- | -----------------------------------------------

For a description of each of the standing committees of the Board of Directors and other corporate governance matters, see Corporate Governance below.

Executive Officers



|                   |  |     |    |  |           |                                                           
|------------------ |  | --- | -- |  | --------- | ----------------------------------------------------------
|Name               |  | Age |    |  | Positions
|David J. Schlanger |  |     | 55 |  |           | Chief Executive Officer                                   
|Steven Zatz, M.D.  |  |     | 58 |  |           | President                                                 
|Peter Anevski      |  |     | 47 |  |           | Executive Vice President and Chief Financial Officer      
|Michael B. Glick   |  |     | 58 |  |           | Executive Vice President and Co-General Counsel           
|Douglas W. Wamsley |  |     | 56 |  |           | Executive Vice President, Co-General Counsel and Secretary
|Martin J. Wygod    |  |     | 75 |  |           | Chairman of the Board                                     

Mark J. Adler, M.D.has been a member of WebMDs Board of Directors since September 2005.
From September 2000 until completion of WebMDs merger with HLTH Corporation (which we refer to as HLTH), the former parent company of WebMD, in October 2009 (which we refer to as the Merger), Dr. Adler was a member of HLTHs Board of
Directors. Dr. Adler is an oncologist and served for over 10 years as Chief Executive Officer of the San Diego Cancer Center until its acquisition in February 2011 by the University of California. He continued as a director of this cancer
center until February 2014. He is currently a director of the San Diego Cancer Research Institute. Since 2014, Dr. Adler has also served as Strategic Advisor to, and as a member of the Medical Advisory Board of, Biological Dynamics, Inc., a
privately held biotechnology company. Until April 2006, he had served, for more than five years, as the Chief Executive Officer of the combined internal



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medicine and oncology group of Medical Group of North County in San Diego, California. Dr. Adlers qualifications for membership on WebMDs Board of Directors include: his many
years of experience as a physician and an executive of a physician practice; his involvement with early stage biotechnology companies; and his prior service as a director of WebMD, HLTH and predecessor companies.

Peter Anevski has served as Executive Vice President and Chief Financial Officer of WebMD since May 2013. Prior to that,
Mr. Anevski served in senior finance and operations roles at WebMD and predecessor companies for 14 years, most recently as Senior Vice President, Finance of WebMD for more than five years.

Kevin M. Cameronbecame a member of WebMDs Board of Directors in October 2009, upon completion of the Merger.
Mr. Cameron had been a member of HLTHs Board of Directors from October 2004 until the Merger. He also served as Chief Executive Officer of HLTH from October 2004 until February 2008, when he went on medical leave. Since November 2009,
Mr. Cameron has served as Special Advisor to the Chairman of WebMD. From November 2005 until November 2006, Mr. Cameron also served as Acting Chief Executive Officer of Emdeon Business Services, which was then one of HLTHs segments.
From January 2002 until October 2004, Mr. Cameron was Special Advisor to the Chairman of HLTH. From September 2000 to January 2002, he served as Executive Vice President, Business Development of HLTH and, in addition, from September 2001
through January 2002, was a member of the Office of the President. From April 2000 until its merger with HLTH in September 2000, Mr. Cameron served as Executive Vice President, Business Development of a predecessor to HLTH. Prior to April 2000,
Mr. Cameron was a Managing Director of the Health Care Investment Banking Group of UBS and held various positions at Salomon Smith Barney. Mr. Camerons qualifications for membership on WebMDs Board of Directors include: his
prior service as an executive of WebMD and predecessor companies (including his service as Chief Executive Officer of HLTH) and on HLTHs Board; and his experience as an investment banker specializing in healthcare, as described above.

Neil F. Dimick has been a member of WebMDs Board of Directors since September 2005. From December 2002 until
completion of the Merger in October 2009, Mr. Dimick was a member of HLTHs Board of Directors. Mr. Dimick served as Executive Vice President and Chief Financial Officer of AmerisourceBergen Corporation, a wholesale distributor of
pharmaceuticals, from 2001 to 2002, and as Senior Executive Vice President and Chief Financial Officer and as a director of Bergen Brunswig Corporation, a wholesale distributor of pharmaceuticals, for more than five years prior to its merger in 2001
with AmeriSource Health Corporation to form AmerisourceBergen. He also serves as a member of the boards of directors of the following companies: Alliance Imaging Inc., a provider of outsourced diagnostic imaging services to hospitals and other
healthcare companies; Global Resources Professionals, an international professional services firm that provides outsourced services to companies on a project basis; Mylan Laboratories, Inc., a pharmaceutical manufacturer; and Thoratec Corporation, a
developer of products to treat cardiovascular disease. Mr. Dimicks qualifications for membership on WebMDs Board of Directors include: his prior service as a director of WebMD and HLTH; his experience as a director of other public
companies, as described above; his experience as a public company chief financial officer, as described above; and his experience, prior to that, as a CPA and partner of a major public accounting firm.

Michael B. Glickbecame Executive Vice President and Co-General Counsel of WebMD in May 2012. He served as Senior Vice President
and Assistant General Counsel of WebMD from 2007 until May 2012 and, before that, had served as Senior Vice President and Assistant General Counsel of HLTH and its predecessors for more than five years.

Jerome C. Kellerhas been a member of WebMDs Board of Directors since September 2005. From 1997 until he retired in October
2005, Mr. Keller served as Senior Vice President, Sales and Marketing at Martek Biosciences Corporation, a company that develops and sells microalgae products, and he served from October 2005 until its acquisition by Royal DSM N.V. in February
2011, as a member of its board of directors. He served as Vice President of Sales for Merck & Co. Inc., a pharmaceutical company, from 1986 to 1993. Mr. Kellers qualifications for membership on WebMDs Board of Directors
include: his prior service as a member of the WebMD Board; his service on the Board of Directors of Martek; and his many years of experience as an executive of and consultant to pharmaceutical manufacturers and other healthcare companies.

James V. Manninghas been a member of WebMDs Board of Directors since September 2005. From September 2000 until
completion of the Merger in October 2009, Mr. Manning was a member of HLTHs Board



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of Directors. Prior to that, he was a member of a predecessor companys board of directors for more than five years. Mr. Mannings qualifications for membership on WebMDs
Board of Directors include: his prior service as a director of WebMD, HLTH and predecessor companies in the healthcare industry; his experience as a chief financial officer of several public companies (including of Medco Containment Services, Inc.
for more than five years prior to 1994); and his experience, prior to that, as a CPA and partner of a major public accounting firm.

William J. Marinohas been a member of WebMDs Board of Directors since April 2014. Mr. Marino served as Chairman, President and Chief Executive Officer of Horizon Blue Cross Blue Shield
of New Jersey (BCBSNJ), the states largest health insurer, until he retired in 2011. During that time, he also served as Co-Chairman of Americas Health Insurance Plans (AHIP), Chairman of the National Institute for Health Care Management
(NIHCM) and on the Board of Directors of the Blue Cross Blue Shield Association (BCBSA). Before joining Horizon BCBSNJ, Mr. Marino was Vice President of Regional Group Operations for New York and Connecticut for the Prudential, capping a
23-year career with them. Mr. Marino is also a member of the Board of Directors of two other publicly-traded corporations: Sealed Air Corporation (for which he has been a Board member since 2002 and has served as the non-executive Chairman of
the Board since May 2014) and Sun Bancorp, Inc. (for which he has been a Board member since 2010). He also serves as the Co-Chairman of the Board of Directors of the New Jersey Performing Arts Center (NJPAC) and a member of the Board of the New
Jersey Symphony Orchestra. He is a member of the Campaign Committee of Saint Vincent Academy and a member of the Board of Trustees of Delbarton School in Morristown. Mr. Marinos qualifications for membership on WebMDs Board of
Directors include: his experience as a business leader in the health insurance industry; his knowledge of the healthcare industry; and his service on the other boards described above.

David J. Schlanger became Chief Executive Officer of WebMD in August 2013, after serving as Interim Chief Executive Officer
starting in May 2013. Mr. Schlanger had served in senior executive positions with WebMD and predecessor companies for more than 15 years, most recently as Senior Vice President, Strategic and Corporate Development from January 2012 to May 2013.
Prior to that, he was Senior Vice President, Corporate Development of WebMD for more than five years.

Joseph E. Smithbecame a member of WebMDs Board of Directors in October 2009, upon completion of the Merger. Mr. Smith was a member of HLTHs Board of Directors from September 2000 until the Merger. Mr. Smith served in various positions
with Warner-Lambert Company, a pharmaceutical company, from March 1989 to September 1997, the last of which was Corporate Executive Vice President and a member of the Office of the Chairman and the firms Management Committee. Mr. Smith
was a member of the Board of Directors of Par Pharmaceutical Companies, Inc., a manufacturer and distributor of generic and branded pharmaceuticals, for more than five years prior to its acquisition by affiliates of TPG in September 2012.
Mr. Smith is a member of the Board of Directors of NovaMedica, a privately held pharmaceutical company. Mr. Smiths qualifications for membership on WebMDs Board of Directors include: his prior service as a director of WebMD,
HLTH and a predecessor company; his many years of experience as an executive of a pharmaceutical manufacturer; and his service on the boards of other public and private companies in the healthcare industry.

Stanley S. Trotman, Jr.has been a member of WebMDs Board of Directors since September 2005. Mr. Trotman retired in 2001
from UBS Financial Services, Inc. after it acquired, in 2000, PaineWebber Incorporated, an investment banking firm where he had been a Managing Director with the Health Care Group since 1995. He serves as a member of the board of directors of
American Shared Hospital Services, a public company that provides radio surgery services to medical centers for use in brain surgery. Mr. Trotmans qualifications for membership on WebMDs Board of Directors include: his prior service
as a director of WebMD; his experience as a director of other public and private companies in various aspects of the healthcare industry; and his experience as an investment banker specializing in healthcare companies.

Kristiina Vuori, M.D., Ph.D.has been a member of WebMDs Board of Directors since July 2014. Dr. Vuori has been
President of Sanford-Burnham Medical Research Institute since 2010, responsible for the Institutes academic, scientific and general operations. The Institute is a non-profit research organization dedicated to discovering the fundamental
molecular causes of disease and devising the innovative therapies of tomorrow, with major research programs in cancer, neurodegeneration, diabetes, and infectious, inflammatory, and childhood diseases. Dr. Vuori also served as the
Institutes Interim CEO from 2013 to 2014. Dr. Vuori holds



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the Pauline and Stanley Foster Presidential Chair at the Institute and serves as Professor at the Institutes National Cancer Institute (NCI)-designated Cancer Center, an interdisciplinary
basic and translational research effort mobilizing over 400 scientists. From 2005 until 2013, Dr. Vuori also led the Cancer Center. Dr. Vuori earned her M.D. and Ph.D. degrees at University of Oulu, Finland. After completing her internship
and residency, she received postdoctoral training at Sanford-Burnham from 1992 to 1995 and was appointed to the faculty in 1996. Dr. Vuori has received numerous research grants and awards from NIH, NCI, Department of Defense (DoD), Stand Up To
Cancer Dream Team, and the California Cancer Research Programs. She also serves in a wide variety of advisory capacities to NCI and other cancer organizations, including advisory roles for the NCIs Developmental Therapeutics Program, Center
for Strategic Scientific Initiatives, and the National Cancer Advisory Board. Additionally, Dr. Vuori serves on the Boards of Directors for the American Association for Cancer Research (AACR), the California Institute for Regenerative Medicine
(CIRM), and the California Breast Cancer Research Council. She has also served on numerous editorial boards for scientific journals and institutional scientific advisory boards. Dr. Vuoris qualifications for membership on WebMDs
Board of Directors include: her experience in biomedical research and as an educator of research scientists; and her experience managing a large non-profit research organization, and prior to that, managing its Cancer Center, as described above.

Douglas W. Wamsley served as Executive Vice President, General Counsel and Secretary of WebMD from July 2005 until May
2012, when he began to serve as Executive Vice President, Co-General Counsel and Secretary. From September 2001 until July 2005, Mr. Wamsley served as Senior Vice President  Legal of HLTH, focusing on its WebMD segment.

Martin J. Wygod has, since May 2005, served as Chairman of the Board of WebMD. From March 2001 until the Merger in October 2009,
Mr. Wygod served as HLTHs Chairman of the Board and served as a member of its Board of Directors from September 2000 until the Merger. Mr. Wygod also served as HLTHs Acting Chief Executive Officer from February 2008 until the
Merger and as its Chief Executive Officer from September 2000 until May 2003. He is also engaged in the business of racing and breeding thoroughbred horses. Mr. Wygods qualifications for membership on WebMDs Board of Directors
include: his prior service as an executive officer and director of WebMD, HLTH and predecessor companies and as an executive officer and director of other companies in the healthcare industry.

Steven Zatz, M.D.has, since August 2013, served as President of WebMD, overseeing WebMDs consumer and professional websites
and services. Prior to that, Dr. Zatz had served as Executive Vice President, Professional Services of WebMD from July 2005 to August 2013, providing leadership for WebMDs professional websites and services including its flagship site for
healthcare professionals, Medscape.com. From October 2000 to July 2005, Dr. Zatz had similar responsibilities at HLTH, where he focused on the physician portals. Dr. Zatz was Senior Vice President, Medical Director of CareInsite, Inc. from
June 1999 until its acquisition by HLTH in September 2000. Prior to joining CareInsite, Dr. Zatz was a Senior Vice President of RR Donnelly Financial in charge of its healthcare business from October 1998 to May 1999. From August 1995 to May
1998, Dr. Zatz was President of Physicians Online, an online portal for physicians.

No family relationship exists
among any of our directors or executive officers. No arrangement or understanding exists between any director or executive officer of WebMD and any other person pursuant to which any of them were selected as a director or executive officer.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10 percent of a registered class of our
equity securities, to file reports of ownership and changes in ownership of these securities with the SEC. Officers, directors and greater than 10 percent beneficial owners are required by applicable regulations to furnish us with copies of all
Section 16(a) forms they file. Based solely upon a review of the forms furnished to us during or with respect to our most recent fiscal year, all of our directors and officers subject to the reporting requirements and each beneficial owner of
more than 10 percent of our Common Stock satisfied all applicable filing requirements under Section 16(a).



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Corporate Governance

Board of Directors.    As of the date of this Amendment, our Board of Directors has ten members. Two of the members are employees of WebMD and the other eight are
Non-Employee Directors. The two employee directors are: Mr. Wygod, Chairman of the Board; and Mr. Cameron, Special Advisor to the Chairman. The Non-Employee Directors are: Drs. Adler and Vuori and Messrs. Dimick, Keller,
Manning, Marino, Smith and Trotman. The Nominating & Governance Committee of our Board of Directors has determined that each of those Non-Employee Directors is also an independent director under applicable SEC rules and Nasdaq Global Select
Market listing standards. For additional information, see Director Independence in Item 13 below. In addition, the Nominating & Governance Committee had previously determined that each of Thomas Coleman and Herman
Sarkowsky, the other individuals who were non-employee members of our Board of Directors during part of 2014, was an independent director under applicable SEC rules and Nasdaq Global Select Market listing standards. When we refer to
Non-Employee Directors below with respect to periods in which Messrs. Coleman and Sarkowsky served on our Board, we are including them where appropriate. At certain meetings, the Non-Employee Directors meet in private sessions with the
Chairman of the Board without any other employee directors or other WebMD employees present or meet with only Non-Employee Directors present. For information regarding the compensation of our Non-Employee Directors, see Non-Employee Director
Compensation below.

Our Board of Directors is divided into three classes. At each Annual Meeting, the term of one of the
classes of directors expires and WebMD stockholders vote to elect nominees for the directorships in that class for a new three-year term. The terms of Dr. Adler and Messrs. Dimick, Manning and Smith are scheduled to expire at our Annual Meeting
of Stockholders in 2015; the terms of Messrs. Cameron, Keller and Trotman are scheduled to expire at our Annual Meeting of Stockholders in 2016; and the terms of Dr. Vuori and Messrs. Marino and Wygod are scheduled to expire at our Annual
Meeting of Stockholders in 2017.

Our Board of Directors met 11 times in 2014. During 2014, each of our directors attended 75%
or more of the meetings held by our Board and the Board committees on which he or she served during the period of his or her service on the Board. In addition to meetings, our Board and its committees may act upon matters by unanimous written
consent. All but one of our directors attended our Annual Meetings of Stockholders in each of 2014 and 2013.

Our Board of
Directors currently has four standing committees: an Executive Committee, a Compensation Committee, an Audit Committee, and a Nominating & Governance Committee. Each of these Committees has the authority to retain such outside advisors as
it may determine to be appropriate.

Committees of the Board of Directors.    This section
describes the roles of the committees of our Board in the corporate governance of our company. With respect to certain committees, including the Audit Committee, the Compensation Committee and the Nominating & Governance Committee, a
portion of their responsibilities are specified by SEC rules and Nasdaq listing standards. The Compensation Committee, the Audit Committee and the Nominating & Governance Committee each has the authority to retain such outside advisors as
it may determine to be appropriate.

Executive Committee. The Executive Committee, which did not meet during 2014, is
currently comprised of Messrs. Dimick, Manning, Trotman and Wygod. The Executive Committee has the power to exercise, to the fullest extent permitted by law, the powers of the entire Board.

Audit Committee. The Audit Committee, which met eight times during 2014, is currently comprised of Messrs. Dimick, Manning and
Marino; Mr. Manning is its Chairman. Mr. Trotman served on the Committee until November 2014, at which point he was appointed to the Compensation Committee and Mr. Marino was appointed to the Audit Committee. Each of the members of
the Audit Committee meets the standards of independence applicable to audit committee members under applicable SEC rules and Nasdaq Global Select Market listing standards and is financially literate, as required under applicable Nasdaq Global Select
Market listing standards. Mr. Trotman also met the applicable standards for service on the Audit Committee during the period of his service in 2014. In addition, the Nominating & Governance Committee has determined that Messrs. Dimick
and Manning qualify as audit committee financial experts, as that term is used in applicable SEC



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regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002. The determination with respect to Mr. Dimick was based on his training and experience as a certified public
accountant, including as a partner of a major accounting firm, and based on his service as a senior executive and chief financial officer of a public company. The determination with respect to Mr. Manning was based on his training and
experience as a certified public accountant, including as a partner of a major accounting firm, and based on his service as a senior executive and chief financial officer of public companies. The Audit Committee is responsible for, among other
things:



| |  |  | 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 WebMDs registered public accounting firm;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | approving the fees to be paid to WebMDs registered public accounting firm;
| | - |  | ---------------------------------------------------------------------------



| |  |  | reviewing the adequacy and effectiveness of WebMDs 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 WebMDs internal audit plan and reviewing reports of WebMDs internal auditors;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | determining whether to approve related party transactions (see Certain Relationships and Related Transactions  Audit Committee Review of
Related Party Transactions in Item 13 below); and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | overseeing the administration of WebMDs Code of Business Conduct.
| | - |  | ------------------------------------------------------------------

The Audit Committee operates under a written charter adopted by the Board of Directors, which sets forth the responsibilities and powers
delegated by the Board to the Audit Committee. A copy of that Charter, as amended through October 30, 2014, is filed as Exhibit 99.2 to this Annual Report.

Compensation Committee.    The Compensation Committee, which met 11 times during 2014, is currently comprised of Dr. Adler and Messrs. Smith and Trotman; Dr. Adler is
its Chairman. Each of these directors is a non-employee director within the meaning of the rules promulgated under Section 16 of the Securities Exchange Act, an outside director within the meaning of Section 162(m) of the Internal Revenue
Code, and an independent director under applicable Nasdaq Global Select Market listing standards. Mr. Sarkowsky, who was a member of the Compensation Committee until his death in November 2014, was also a non-employee director and an
independent director under the applicable standards. The responsibilities delegated by the Board to the Compensation Committee include:



| |  |  | oversight of WebMDs executive compensation program and WebMDs incentive and equity compensation plans;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | determination of compensation levels for and grants of incentive and equity-based awards to WebMDs 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 WebMDs compensation practices.
| | - |  | --------------------------------------------------------------------------------------------------------

The Compensation Committee operates under a written charter adopted by the Board of Directors, which sets forth the responsibilities and
powers delegated by the Board to the Compensation Committee. A copy of that Charter, as amended through October 30, 2013, was filed as Exhibit 99.3 to our Annual Report on Form 10-K for the year ended December 31, 2013. No changes were
made to that Charter when it was reviewed by the Compensation Committee in 2014. For additional information regarding our Compensation Committee and its oversight of executive compensation, see Executive Compensation  Compensation
Discussion and Analysis in Item 11 below.



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The Compensation Committee did not retain any advisors in 2014 and has not, as of the date
of this Amendment, retained any advisors in 2015. The Compensation Committee may, in its discretion, decide to do so in the future.

Nominating & Governance Committee.    The Nominating & Governance Committee, which met seven times during 2014, is currently comprised of Dr. Vuori and
Messrs. Dimick and Keller; Mr. Dimick is its Chairman. Each of these directors is an independent director under applicable Nasdaq Global Select Market listing standards. The responsibilities delegated by the Board to the Nominating &
Governance Committee include:



| |  |  | 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.
| | - |  | -------------------------------------------------------------------------------

As part of its responsibilities relating to corporate governance, the Nominating & Governance Committee will evaluate and make recommendations to
the Board regarding any proposal for which a stockholder has provided required notice that such stockholder intends to make at an Annual Meeting of Stockholders, including recommendations regarding the Boards response and regarding whether to
include such proposal in WebMDs proxy statement.

The Nominating & Governance Committee operates pursuant to a
written charter adopted by the Board of Directors, which sets forth the responsibilities and powers delegated by the Board to the Nominating & Governance Committee. A copy of that Charter, as amended as of October 30, 2014, was filed
as Exhibit 99.4 to this Annual Report. The Nominating & Governance Committee has not adopted specific objective requirements for service on the WebMD Board. Instead, the Nominating & Governance Committee considers various factors
in determining whether to recommend to the Board potential new Board members, or the continued service of existing members, including:



| |  |  | 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.
| | - |  | ----------------------------------------------------------------------------------------------------------------------

For information regarding the qualifications for service on our Board of Directors of each of its current members, as
considered by the Nominating & Governance Committee of our Board (regardless of whether the individual director is up for election this year), please see the biographical information for each Board member included in



7



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Directors and Executive Officers above. As noted there, the Nominating & Governance Committee considers prior service on our Board of Directors and on the boards of directors
of our predecessor companies to be part of our Board members qualifications for continued service, particularly in light of the fact that WebMDs public and private Internet portals have a relatively short operating history and the
experience our Board members have had in overseeing the evolution of those portals provides useful background for their current service on our Board. The Nominating & Governance Committee also believes that healthcare industry experience
provides important background for service on our Board and that our Board should include individuals with diverse types of such experience, including experience as physicians, as industry executives, as board members of public or private healthcare
industry companies, and as investment bankers or investors focused on those companies.

The Nominating & Governance
Committee will consider candidates recommended by stockholders in the same manner as described above. Any such recommendation should be sent in writing to the Nominating & Governance Committee, care of Corporate Secretary, WebMD Health
Corp., 111 Eighth Avenue, New York, NY 10011. To facilitate consideration by the Nominating & Governance Committee, the recommendation should be accompanied by a full statement of the qualifications of the recommended nominee, the consent
of the recommended nominee to serve as a director of WebMD if nominated and to be identified in WebMDs proxy materials and the consent of the recommending stockholder to be named in WebMDs proxy materials. The recommendation and related
materials will be provided to the Nominating & Governance Committee for consideration at its next regular meeting.

Other Committees.    From time to time, our Board of Directors forms additional committees to make specific
determinations or to provide oversight of specific matters or initiatives. For example, Messrs. Cameron, Smith and Trotman are members of a Securities Repurchase Committee of the Board, which is authorized to make determinations relating to
repurchases of WebMDs Common Stock and Convertible Notes.

Communications with Our
Directors.    Our Board of Directors encourages our security holders to communicate in writing to our directors. Security holders may send written communications to our Board of Directors or to specified individual
directors by sending such communications care of the Corporate Secretarys Office, WebMD Health Corp., 111 Eighth Avenue, New York, New York 10011. Such communications will be reviewed by our Legal Department and, depending on the content, will
be:



| |  |  | 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.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Boards Role in Risk
Oversight.    WebMDs management is responsible for the day-to-day management of the risks that WebMD faces, while the WebMD Board has responsibility for the oversight of risk management. The WebMD Board
exercises oversight, as a whole and also at the committee level, of how WebMD management seeks to mitigate the risks that WebMD faces, including those described in Item 1A of this Annual Report. A fundamental part of setting WebMDs
business strategy is the assessment of the risks the company faces and how to manage those risks. The Board regularly reviews information regarding strategic, financial, operational and reputational risks that WebMD faces and discusses with
management the resources to be allocated to avoiding or mitigating specific risks, including through insurance, internal controls, compliance programs (and related policies and procedures) and similar means. In addition, in its own decision-making
processes, the Board considers both the benefits and the risks applicable to the alternatives it is considering and seeks to foster similar processes in managements decision-making.

Corporate Leadership Structure.    Since WebMDs initial public offering in 2005, the positions of
Chairman of the Board and Chief Executive Officer have not been held simultaneously by one person. The Board believes that this separation of the positions of Chief Executive Officer and the Chairman of the Board is



8



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appropriate for WebMD because it enables the Chief Executive Officer to focus on executing our business plan and the day-to-day operation of our business and allows the Chairman of the Board to
focus on overall strategy, strategic relationships and transactions intended to create long-term value for stockholders and on facilitating the flow of information between the Board and management. The Board has chosen not to have a non-executive
Chairman of the Board or a lead outside director because it believes that its outside director members work well together as a group and in their assigned committees, without designating a single leader among them, and have frequent opportunities,
through various avenues of communication, to provide their views to management, both individually and as a group.

Code of Business Conduct

A copy of WebMDs Code of Business Conduct, as amended, is filed as Exhibit 14.1 to this Annual Report. The Code
of Business Conduct applies to all directors and employees of WebMD and its subsidiaries. Any waiver of applicable requirements in the Code of Business Conduct that is granted to any of our directors, to our principal executive officer, to any of
our senior financial officers (including our principal financial officer, principal accounting officer or controller) or to any other person who is an executive officer of WebMD requires the approval of the Audit Committee and waivers will be
disclosed on our corporate Web site, www.wbmd.com,in the Investor Relations section, or in a Current Report on Form 8-K.

Non-Employee Director Compensation

Introduction.    This section of our Annual Report describes the compensation paid by WebMD during 2014 to the Non-Employee Directors. Employees of WebMD who serve
on our Board of Directors do not receive additional compensation for Board service. The Compensation Committee of the WebMD Board is authorized to determine the compensation of the Non-Employee Directors paid by WebMD. As described below, WebMD paid
two types of compensation to its Non-Employee Directors in 2014 for their Board and Board committee service:



| |  |  | annual fees for service on the Board and its standing committees, paid by WebMD in November 2014 in the form of shares of WebMD Common Stock not
subject to any vesting requirements; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | grants of non-qualified options to purchase WebMD Common Stock.
| | - |  | ---------------------------------------------------------------

WebMD does not offer any deferred compensation plans or retirement plans to its Non-Employee Directors. None of the Non-Employee Directors received any compensation from WebMD during 2014 other than the
compensation for service as a Non-Employee Director.

2014 Director Compensation
Table.    This table provides information regarding the value of the compensation paid by WebMD to the Non-Employee Directors in 2014, as calculated in accordance with applicable SEC regulations. This table should be read
together with the additional information under the headings Annual Fees and Option Grants below.



|                        |  |                               |   |  |                   |  |        |                     |  |  |          |  |  |  |         | 
|----------------------- |  | ----------------------------- | - |  | ----------------- |  | ------ | ------------------- |  |  | -------- |  |  |  | ------- | 
|(a)                     |  | (b)                           |   |  | (c)               |  |        | (d)                 |  |  | (e)      | 
|Name                    |  | Fees Earned orPaid in Cash($) |   |  | StockAwards($)(1) |  |        | Option Awards($)(2) |  |  | Total($) | 
|Mark J. Adler, M.D.     |  |                               |  |  |                   |  | 56,500 |                     |  |  | 224,033  |  |  |  | 280,533 | 
|Thomas J. Coleman       |  |                               |  |  |                   |  |       |                     |  |  | 224,033  |  |  |  | 224,033 | 
|Neil F. Dimick          |  |                               |  |  |                   |  | 73,000 |                     |  |  | 224,033  |  |  |  | 297,033 | 
|Jerome C. Keller        |  |                               |  |  |                   |  | 50,000 |                     |  |  | 224,033  |  |  |  | 274,033 | 
|James V. Manning        |  |                               |  |  |                   |  | 72,000 |                     |  |  | 224,033  |  |  |  | 296,033 | 
|William J. Marino       |  |                               |  |  |                   |  | 60,000 |                     |  |  | 253,667  |  |  |  | 313,667 | 
|Herman Sarkowsky        |  |                               |  |  |                   |  |       |                     |  |  | 224,033  |  |  |  | 224,033 | 
|Joseph E. Smith         |  |                               |  |  |                   |  | 52,500 |                     |  |  | 224,033  |  |  |  | 276,533 | 
|Stanley S. Trotman, Jr. |  |                               |  |  |                   |  | 52,500 |                     |  |  | 224,033  |  |  |  | 276,533 | 
|Kristiina Vuori, M.D.   |  |                               |  |  |                   |  | 50,000 |                     |  |  | 294,352  |  |  |  | 344,352 | 



9



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|(1) | On November 15, 2014, the individuals who were then 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. See Annual Fees below for additional information. For each such
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 $39.60 (the closing price of WebMD Common Stock on the Nasdaq Global Select Market
on November 14, 2014, the last trading day prior to the date of payment since the payment date occurred on a Saturday), with cash paid in lieu of issuing fractional shares. Based on that, the individual Non-Employee Directors who were members
of the Board on that date received the following numbers of shares:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                        |  |                 |       | 
|----------------------- |  | --------------- | ----- | 
|Name                    |  | Number ofShares |      
|Mark J. Adler, M.D.     |  |                 | 1,426 | 
|Neil F. Dimick          |  |                 | 1,843 | 
|Jerome C. Keller        |  |                 | 1,262 | 
|James V. Manning        |  |                 | 1,818 | 
|William J. Marino       |  |                 | 1,515 | 
|Joseph E. Smith         |  |                 | 1,325 | 
|Stanley S. Trotman, Jr. |  |                 | 1,325 | 
|Kristiina Vuori, M.D.   |  |                 | 1,262 | 

For each of Mr. Sarkowsky (who passed away in early November 2014) and Mr. Coleman (who
resigned from the Board in January 2014), the only compensation during 2014 was the automatic annual grant of options on January 1, 2014 described in footnote (2) below.



|(2) | Each person serving as a Non-Employee Director of WebMD on January 1 of each year until 2015 has been automatically granted on such date, under the terms of
WebMDs Amended and Restated 2005 Long-Term Incentive Plan (which we refer to as the 2005 Plan), non-qualified options to purchase 13,200 shares of WebMD Common Stock, with an exercise price equal to the closing price on the last trading date
of the prior year. In addition, each of Mr. Marino and Dr. Vuori received a grant, under the 2005 Plan, of options to purchase 13,200 shares of WebMD Common Stock on the respective dates that they joined the Board. See Option
Grants below for additional information. The amounts in Columns (d) and (e) above reflect the grant date fair value for the grants made to the respective Non-Employee Directors in 2014, computed in accordance with FASB ASC Topic 718.
See Note 8 (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 Non-Employee Directors from these stock options will depend on the price of our Common Stock at the time they exercise vested stock options.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following lists (a) the total number of shares of WebMD Common Stock subject to outstanding unexercised option awards granted by
WebMD that were held, as of December 31, 2014, by Non-Employee Directors who were members of the Board on that date and (b) the weighted average exercise price of those options:



|                        |  |                                                |         |  |                                |   |       | 
|----------------------- |  | ---------------------------------------------- | ------- |  | ------------------------------ | - | ----- | 
|Name                    |  | Number of Shares Subjectto Outstanding Options |         |  | Weighted AverageExercise Price |  
|Mark J. Adler, M.D.     |  |                                                | 75,900  |  |                                | $ | 36.07 | 
|Neil F. Dimick          |  |                                                | 92,400  |  |                                | $ | 33.51 | 
|Jerome C. Keller        |  |                                                | 112,200 |  |                                | $ | 32.08 | 
|James V. Manning        |  |                                                | 66,000  |  |                                | $ | 30.83 | 
|William J. Marino       |  |                                                | 13,200  |  |                                | $ | 44.06 | 
|Joseph E. Smith         |  |                                                | 52,800  |  |                                | $ | 32.47 | 
|Stanley S. Trotman, Jr. |  |                                                | 79,200  |  |                                | $ | 35.16 | 
|Kristiina Vuori, M.D.   |  |                                                | 13,200  |  |                                | $ | 50.89 | 

Under HLTHs Amended and Restated 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 of HLTH Common Stock
on the last trading date of the prior year. All such options that are outstanding have vested. The options to purchase HLTH Common Stock were automatically converted to options to purchase WebMD Common Stock in the Merger. The following lists
(x) the total number of shares of WebMD Common Stock subject to outstanding unexercised option awards originally granted by HLTH that were held, as of December 31, 2014, by Non-Employee Directors who were members of the Board on that date
and (y) the weighted average exercise price of those options:



|                    |  |                                                |        |  |                                |   |       | 
|------------------- |  | ---------------------------------------------- | ------ |  | ------------------------------ | - | ----- | 
|Name                |  | Number of Shares Subjectto Outstanding Options |        |  | Weighted AverageExercise Price |  
|Mark J. Adler, M.D. |  |                                                | 2,037  |  |                                | $ | 30.16 | 
|Neil F. Dimick      |  |                                                | 17,776 |  |                                | $ | 26.85 | 
|James V. Manning    |  |                                                | 10,925 |  |                                | $ | 24.01 | 
|Joseph E. Smith     |  |                                                | 35,552 |  |                                | $ | 25.72 | 



10



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Annual Fees

Overview.    The amount set forth in Column (c) of the 2014 Director Compensation Table represents the
value of shares of WebMD Common Stock issued by WebMD, under the 2005 Plan, to pay the Non-Employee Directors the annual retainer for service on the Board and the annual fees for service on standing committees of the Board, as described below. In
2014, the retainer and committee fees were paid on November 15, 2014. See Note 1 to the 2014 Director Compensation Table for information regarding the number of shares issued to each Non-Employee Director on that date. Non-Employee Directors do
not receive per-meeting fees but are reimbursed for out-of-pocket expenses they incur in connection with attending Board and Board committee meetings and our Annual Meeting of Stockholders.

Board Service.    Each Non-Employee Director receives an annual retainer with a value of $40,000 for service on
the WebMD Board, payable in WebMD Common Stock.

Service on Standing Committees.    We pay annual
fees for service on some of the standing committees of our Board, as well as an additional fee to the Chairperson of each of those committees, with a value in the following amounts, payable in WebMD Common Stock:



|                                                                                          |  |            |        | 
|----------------------------------------------------------------------------------------- |  | ---------- | ------ | 
|Type of Service                                                                           |  | Annual Fee |       
|Membership on Audit Committee (Messrs. Dimick, Manning and Marino)                        |  | $          | 20,000 | 
|Chairperson of Audit Committee (Mr. Manning)                                              |  | $          | 12,000 | 
|Membership on Compensation Committee (Dr. Adler and Messrs. Smith and Trotman)            |  | $          | 12,500 | 
|Chairperson of Compensation Committee (Dr. Adler)                                         |  | $          | 4,000  | 
|Membership on Nominating & Governance Committee (Messrs. Dimick and Keller and Dr. Vuori) |  | $          | 10,000 | 
|Chairperson of Nominating & Governance Committee (Mr. Dimick)                             |  | $          | 3,000  | 

The amounts of the fees payable to Non-Employee Directors for service on our Board and its standing committees are
determined by the Compensation Committee and may be changed by it from time to time. The Compensation Committee also has discretion to determine whether such compensation is paid in cash, in WebMD Common Stock or some other form of compensation.

Service on Other Committees.    Our Non-Employee Directors may also, from time to time, receive
additional fees for service on committees established by the Board for specific purposes. Those fees have generally been paid in cash on a quarterly basis for the period that the committee exists and may be set by the Board, the Compensation
Committee or the committee itself. No such fees were paid in 2014.

Option Grants

On January 1 of each year, each person then serving as a Non-Employee Director of WebMD has been automatically granted, under the terms of
the 2005 Plan, non-qualified options to purchase 13,200 shares of WebMD Common Stock, with an exercise price equal to the closing price on the last trading date of the prior year. The annual grants made on January 1, 2014 had an exercise price
of $39.50 per share; and the annual grants made on January 1, 2015 had an exercise price of $39.55 per share. The grant on January 1, 2015 was the final automatic annual option grant provided for under the 2005 Plan. The Compensation Committee
has the discretion to approve annual option grants to Non-Employee Directors for future years, but it has not yet made any determination whether to do so.

Mr. Marino and Dr. Vuori each received a grant, under the 2005 Plan, of options to purchase 13,200 shares of WebMD Common Stock on the respective dates that they joined the Board, with an
exercise price equal to the closing price on the date of grant. The grant to Mr. Marino was made on April 29, 2014 and had an exercise price of $44.06 per share. The grant to Dr. Vuori was made on July 7, 2014 and had an exercise
price of $50.89 per share.

The vesting schedule for the grants to the Non-Employee Directors described above are as follows:
25% of the underlying shares are scheduled to vest on each of the first through fourth anniversaries of the date of grant (full vesting on the fourth anniversary of the date of the grant). The options granted to Non-Employee Directors do not



11



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include any dividend or dividend equivalent rights. Each such option will expire, to the extent not previously exercised, 10 years after the date of grant or earlier if their service as a
director ends (generally three years from the date such service ends). Under the 2005 Plan, outstanding unvested options held by Non-Employee Directors vest and become fully exercisable: (a) upon the Non-Employee Directors death or
termination of service as a result of disability; and (b) upon a Change of Control of WebMD. Those options, and any others that had previously vested, will then continue to be exercisable or lapse in accordance with the other
provisions of the 2005 Plan and the award agreement. For purposes of the 2005 Plan, a Change of Control generally includes: (i) a change in the majority of the Board of Directors of WebMD without the consent of the incumbent directors;
(ii) any person or entity becoming the beneficial owner of 50% or more of the voting shares of WebMD; (iii) consummation of a reorganization, merger or similar transaction unless (A) WebMDs stockholders immediately prior to such
consummation continue to represent more than 50% of the voting power immediately following such consummation, (B) the incumbent directors of WebMD continue to constitute a majority of the Board and (C) no person (subject to certain
exceptions) owns 25% or more of the voting power following such consummation; and (iv) consummation of a sale of all or substantially all of WebMDs assets.



12



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|Item 11. | Executive Compensation
|-------- | ----------------------

Overview

This section of our Annual Report contains information regarding
our compensation programs and policies and, in particular, their application to a specific group of individuals referred to in this Annual Report as our Named Executive Officers. For an explanation regarding the composition of this group, see
Compensation Discussion and Analysis  Introduction below. This section is organized as follows:



| |  |  | 2014 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 2014 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 2014 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 of Employment or a Change of Control.This section
provides information regarding amounts that could become payable to our Named Executive Officers following specified events.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Employment Agreements with Named Executive Officers.    This section contains summaries of the employment agreements
between our Named Executive Officers and WebMD. We refer to these summaries in various other places in this Executive Compensation section.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The parts of this Executive Compensation section described above are intended to be read together and each provides information not included in the others. In addition, for background information
regarding the Compensation Committee of our Board of Directors and its responsibilities, please see Item 10 above under the heading Committees of the Board of Directors  Compensation Committee, which is hereby incorporated by
reference into this Item 11.

2014 Report of the Compensation Committee

The Compensation Committee of our Board of Directors provides oversight of WebMDs compensation programs and makes specific decisions
regarding compensation of the Named Executive Officers and WebMDs other executive officers. Set out below is the Compensation Discussion and Analysis section of this Annual Report. That section contains a discussion of WebMDs executive
compensation programs and policies and their application by the Compensation Committee in 2014 to the Named Executive Officers. The members of the Compensation Committee have reviewed and discussed with management the disclosures contained in the
Compensation Discussion and Analysis. Based upon this review and our discussions, these Compensation Committee members have recommended to our Board of Directors that the Compensation Discussion and Analysis section be included in this Annual Report
on Form 10-K.

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

Joseph E. Smith

Stanley S. Trotman, Jr.



13



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Compensation Committee Interlocks and Insider Participation

Dr. Adler and Mr. Smith were members of the Compensation Committee for all of 2014. Mr. Trotman was appointed to the
Compensation Committee in November 2014. Herman Sarkowsky served as a member of the Compensation Committee in 2014 until early November. None of these individuals is or was a current or former executive officer or employee of WebMD or had any
relationships in 2014 requiring disclosure by WebMD under the SECs rules requiring disclosure of certain relationships and related-party transactions.

None of WebMDs executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of
which served as a director or member of the WebMD Compensation Committee during 2014.

Compensation Discussion and Analysis

Introduction.    The Compensation Discussion and Analysis contains a description of the specific types
of compensation we pay, a discussion of our compensation policies, information regarding how the compensation of our Named Executive Officers for 2014 was determined under those policies, and other information that we believe may be useful to
investors regarding compensation of our Named Executive Officers and other employees. Under applicable SEC rules, our Named Executive Officers for this Annual Report include the person who served as our Chief Executive Officer during 2014 (David J.
Schlanger), the person who served as our Chief Financial Officer during 2014 (Peter Anevski), and the next three most highly compensated executive officers for 2014: Michael B. Glick, Executive Vice President & Co-General Counsel; Martin J.
Wygod, Chairman of the Board; and Steven Zatz, M.D., President. In addition, we have chosen to include one additional executive officer (Douglas W. Wamsley) whose compensation, as Co-General Counsel, was substantially similar to our other Co-General Counsel.

The persons who constitute our Named Executive Officers may change from
year to year based on changes in position and changes in individual compensation. In particular, the number of shares of WebMD Restricted Stock and the number of options to purchase WebMD Common Stock granted to individual executive officers varies
from year to year and, accordingly, may result in changes to who is a Named Executive Officer because, under the SEC rules for determining Named Executive Officers for a specific year, we include the full grant date fair value of option grants and
restricted stock grants as compensation in the year in which the grant is made and no compensation for such grants in any other year, regardless of the vesting schedule of the grant. In addition, grants made to a newly-hired executive officer at the
time that he or she joins WebMD, which may be larger than grants made to existing executive officers with comparable responsibilities in that year, may make it appear that he or she is more highly compensated than those other executive officers and
may not be indicative of the compensation that would be reported for such individual in future years if he or she continues to be a Named Executive Officer. The Compensation Committee considers the vesting schedule of grants made under equity
compensation plans to be an important term of such grants and believes that it is appropriate, in its consideration of the timing and amount of specific grants it approves, to view the value of such grants to be deemed distributed over the period of
vesting, rather than assigned solely to the year of grant.

Overview of Types of Compensation Used by
WebMD.    The compensation of our Named Executive Officers and our other executive officers consists primarily of some or all of the following, as determined by the Compensation Committee:



| |  |  | cash salary;
| | - |  | ------------



| |  |  | an annual cash bonus;
| | - |  | ---------------------



| |  |  | Supplemental Bonus Plan (SBP) contributions, which are cash amounts contributed to a trust, which distributes such amounts, with interest earned, the
following year if the executive officer remains employed through a specified date;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | additional or special bonuses to provide recognition for specific accomplishments or at the time of a promotion, if determined by the Compensation
Committee to be appropriate;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



14



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| |  |  | grants of options to purchase shares of WebMD Common Stock, subject to vesting based on continued employment, with an exercise price that is equal to
the fair market value of WebMD Common Stock on the grant date; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | grants of shares of WebMD Restricted Stock, subject to vesting based on continued employment.
| | - |  | ---------------------------------------------------------------------------------------------

A discussion of how each of the above types of compensation was used for 2014 follows under the heading Use of Specific Types of Compensation
for 2014. The compensation of our other employees generally consists of the same types of compensation, with the specific types and amounts determined by our Chief Executive Officer and other members of our senior management, in light of the
policies described under Discussion of Compensation Policies below. In addition, some employees are compensated partially based on commissions or similar arrangements not used at the senior management level.

We have not offered any retirement plans to our executive officers other than a 401(k) plan that is generally available to our employees.
We refer to the WebMD 401(k) Savings Plan, the current 401(k) Plan of WebMD, as the 401(k) Plan. Subject to the terms of the 401(k) Plan, WebMD matches, in cash, 25% of amounts contributed to that Plan by each Plan participant, up to 6%
of eligible pay. The matching contribution made by WebMD is subject to vesting, based on continued employment, with 50% scheduled to vest on each of the first and second anniversaries of an employees date of hire (with employees vesting
immediately in any matching contribution made after the second anniversary). For 2014, WebMD made an additional discretionary matching contribution in March 2015 of 25 cents for every dollar contributed by participants (up to 6% of eligible pay).
Named Executive Officers who have elected to contribute to the 401(k) Plan received matching contributions on the same basis as other participants.

In determining the forms of compensation to be used by WebMD, the Compensation Committee considers various factors, including the effectiveness of the incentives provided, tax and accounting
considerations, the compensation practices of other companies and the expectations of our employees and our investors. In addition, the Compensation Committee believes that it is important that compensation be understood by the employees who receive
it and by our companys investors. See Discussion of Compensation Policies below for additional discussion of the goals of our compensation programs. The Compensation Committee believes that our compensation programs,
including the types of stock options and restricted stock that we use, are effective forms of compensation and well understood. Taken as a whole, our compensation programs are intended to provide incentives to employees, at various levels of
seniority and responsibility, to work to achieve revenue and earnings growth for WebMD in both the short term and the long term. The Compensation Committee believes that, in light of the specific forms of compensation that WebMD uses and the
specific businesses in which WebMD is engaged, our compensation programs and practices are unlikely to cause our employees to take unnecessary or excessive risks to achieve that growth and that WebMDs internal controls and compliance programs
provide reasonable mitigation for the risks inherent in providing incentives for such growth.

Discussion of Compensation
Policies. The Compensation Committees guiding philosophy is to establish a compensation program that is:



| |  |  | Competitive with the market in order to help attract, motivate and retain highly qualified employees 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. Those awards have been
primarily in the form of non-qualified options to purchase WebMD Common Stock. Our employees and executives are highly sought after by other companies because of WebMDs leadership position in providing health and wellness content and tools
through the Internet and mobile applications. In New York City, where our headquarters is located, competition is especially intense. Our writers and editors, our software developers and other technical personnel, our sales and marketing personnel,
and our executives are recruited for positions at numerous other Internet and information technology companies, particularly those focused on health, wellness and related areas, with offers coming to them from our existing competitors and from other
established companies as well as from venture capital backed companies and other start-ups.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | that are linked to our companys performance and the individuals performance. Achievement of short-term goals is rewarded through annual cash
bonuses, while achievement of long-term objectives is encouraged through nonqualified stock option grants and restricted stock awards that are subject to vesting over periods generally ranging from two 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. The compensation that employees receive from equity awards increases when the price of WebMD Common Stock increases, which rewards employees for increasing shareholder value. The vesting schedules applicable to these equity
awards are intended to promote retention of employees during the vesting period. The equity compensation is offered in lieu of higher cash compensation in order to align the interests of our employees with the long-term interests of our
stockholders.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 Compensation Committee has not retained outside consultants to assist it in implementing these policies or making specific decisions
relating to executive compensation. The Compensation Committee does, from time to time, review general information regarding the compensation practices of other companies, including some that are likely to compete with WebMD for the services of our
executives and employees, and that information is a factor used by the Committee in its decisions and in its general oversight of compensation practices at WebMD. However, the Compensation Committee does not use that information to generate specific
compensation amounts or targets and does not seek to create an objective standard for WebMD compensation based on what other companies have done. Instead, in each compensation decision, the Compensation Committee exercises its business judgment
regarding the appropriateness of types and amounts of compensation in light of the value to WebMD of specific individuals.

With respect to 2014 compensation, the Compensation Committee took into account recommendations made by the Chairman of the Board and the
Chief Executive Officer with respect to determinations of the types and amounts of compensation to be paid to the other executive officers, and also discussed with them the types and amounts they believed would be appropriate to pay each of them in
light of the amounts being recommended for, and paid to, the other WebMD executive officers. The key compensation decisions for 2014 for which the Chairman of the Board and the Chief Executive Officer provided input to the Compensation Committee
relating to WebMDs executive officers included the amounts of the annual bonuses for 2014 and the 2014 Supplemental Bonus Trust contributions and the decision not to make equity grants to executive officers during 2014, as more fully described
under Use of Specific Types of Compensation for 2014 below. In addition, the Chairman of the Board and the Chief Executive Officer have discussions, from time to time, with the Compensation Committee and the full Board of Directors
regarding compensation policies generally, compensation planning and other compensation matters unrelated to specific compensation decisions and give their views on these matters to the members of the Compensation Committee and the full Board. The
Compensation Committee seeks the input from the Chairman of the Board and the Chief Executive Officer because they believe that understanding managements views regarding its own performance helps the Compensation Committee apply the
compensation policies discussed earlier in this section to specific compensation decisions. However, all the decisions regarding the compensation paid to executive officers of WebMD for 2014 were made by the Compensation Committee.

Specific Policies and Practices to Protect Stockholder Interests in Connection with Our Equity Compensation Plans. The
Compensation Committee has implemented, in the 2005 Plan and in WebMDs agreements relating to equity compensation, the following policies and practices to protect our stockholders interests:



| |  |  | 20% Sublimit for Full Value Awards.    In 2010, the Compensation Committee implemented a sublimit on the number of shares
available for grants of restricted stock and similar types of awards for which no
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | exercise or purchase price is payable (often referred to as full value awards) so that only 20% of the shares available for grant could be used for full value awards. The same 20%
sublimit applies to the shares added to the 2005 Plan since then.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Minimum Vesting Period for Full Value Awards.    The 2005 Plan provides that, for full value awards, the vesting period
shall occur over at least a three year period for awards with time-based vesting conditions and shall be at least one year for awards with performance-based vesting conditions, with limited exceptions.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No Liberal Share Counting.    Shares tendered or held back upon exercise of a stock option to cover the exercise price or
tax withholding or for tax withholding on vesting of restricted stock are not returned to the pool of shares available for issuance.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No Annual Evergreen Provision.    The 2005 Plan authorizes only a fixed number of shares, and stockholder
approval is required for any increase in the number of shares.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No Discounted Stock Options.    All stock options must have an exercise price equal to or greater than the fair market value
of our Common Stock on the date of grant.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No Repricing.    The 2005 Plan prohibits the repricing of stock options without stockholder approval.
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | Impact of a Change of Control on Equity Awards.    Under the 2005 Plan, vesting of equity awards on a
Change of Control applies only to grants to our Non-Employee Directors, which our Board believes is consistent with good corporate governance. Under the provisions of the 2005 Plan, there is no effect on grants made to WebMD officers and
other employees as a result of a Change of Control. Certain of our executive officers and other senior officers are parties to employment agreements or equity award agreements that contain specific provisions relating to a change of
control. For additional information, see Compensation Following Termination of Employment or a Change of Control and Employment Agreements with Named Executive Officers below.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Anti-Hedging Policy.    Our existing policies relating to trading in WebMD securities by WebMDs executive officers and
other senior executives prohibit hedging transactions with respect to their holdings in WebMD securities.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, in
connection with the increase of 1,500,000 shares available for grant under the 2005 Plan approved by stockholders at WebMDs 2013 Annual Meeting of Stockholders, the Compensation Committee determined that any grant to existing employees
from the additional shares shall have the first scheduled vesting no sooner than the second anniversary of the date of grant. The longer period before the first vesting was intended to enhance the employee retention incentive provided by the grants.

Use of Specific Types of Compensation for 2014

Base Salary.    The Compensation Committee reviews the base salaries of our executive officers from time to
time and in connection with changes in position. In 2014, no changes were made to the salary of any of our executive officers. The Compensation Committee considers various factors when it contemplates an adjustment to base salary, including: the
executives individual performance, scope of responsibility and changes in that scope (including as a result of promotions), tenure, prior experience and market practice. WebMDs senior management considers similar factors in determining
whether to make adjustments to salaries of other employees.

2014 Bonuses and Supplemental Bonus Plan
Contributions.    WebMDs executive officers have the opportunity to earn annual cash bonuses. However, WebMDs executive officers do not participate in a formal annual bonus plan, and the Compensation
Committee did not set quantitative performance targets, in advance, for use in determining bonus amounts for executive officers for 2014. The Compensation Committee believed that, for WebMD in 2014, a flexible annual bonus process was a more
appropriate one for motivating WebMDs executive officers than setting quantitative targets in advance because it allowed the Compensation Committee to consider, in its bonus determinations, goals of any type discussed by the Board or the
Compensation Committee with senior management at any point in the year, and such other factors as the Compensation Committee believed



17



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to be appropriate in evaluating senior managements performance, including the status of business initiatives that may not have a significant effect on WebMDs financial or operational
performance until 2016 or later. The Compensation Committee also believed that it was appropriate, for 2014, to retain discretion in how it would weigh factors relating to the performance of WebMD and factors relating to the individual performance
of each of the executive officers in setting bonus amounts. After the end of 2014, the Compensation Committee determined annual bonus amounts for each of its executive officers based on its subjective assessment of how actual performance compared to
the goals and other factors previously discussed by the Board or the Compensation Committee with the executive officers, as discussed more fully below.

While the Compensation Committee did not set quantitative performance targets in advance for 2014, it did take into consideration individual target bonus opportunities, as a percentage of base salary, for
the Named Executive Officers, other than Mr. Wygod. For each of Mr. Schlanger and Dr. Zatz, the target bonus is 150% of his annual salary. For Mr. Anevski, it is 100% of his annual salary. For each of Messrs. Glick and Wamsley,
it is 43% of his annual salary. These target bonus opportunities, which applied beginning with 2014, were provided for in the respective employment agreements and amendments that were entered into with these executive officers in 2013, as described
under Employment Agreements with Named Executive Officers below. The higher the target percentage of an individuals salary that the annual bonus opportunity represents, the greater the percentage of total annual cash compensation
that is not guaranteed for that individual. Generally, the target percentage (and, accordingly, the percentage of annual compensation that is not guaranteed) increases with the level and scope of responsibility of the executive, as does salary.
However, the Compensation Committee retained discretion to approve bonus amounts above or below the target bonus opportunities. Based on its evaluation of performance during 2014, the Compensation Committee set the 2014 cash bonuses and 2014
Supplemental Bonus Plan contributions (which we refer to as 2014 SBP Contributions) for the Named Executive Officers as set forth in the chart below in the last two columns on the right:



|                        |  |                                     |  |                  |         |  |                       |   |         |                    |  |   |                |  |  |                      |         |  |  |   |         | 
|----------------------- |  | ----------------------------------- |  | ---------------- | ------- |  | --------------------- | - | ------- | ------------------ |  | - | -------------- |  |  | -------------------- | ------- |  |  | - | ------- | 
|Named
Executive Officer |  | Title                               |  | AnnualSalaryRate |         |  | 2014 BonusOpportunity |   |         | BonusTotalfor 2014 |  |   | 2014 CashBonus |  |  | 2014 SBPContribution |        
|David J. Schlanger      |  | Chief Executive Officer             |  | $                | 525,000 |  |                       | $ | 787,500 |                    |  | $ | 625,000        |  |  | $                    | 437,500 |  |  | $ | 187,500 | 
|Steven Zatz, M.D.       |  | President                           |  | $                | 500,000 |  |                       | $ | 750,000 |                    |  | $ | 625,000        |  |  | $                    | 437,500 |  |  | $ | 187,500 | 
|Peter Anevski           |  | Executive VP and CFO                |  | $                | 425,000 |  |                       | $ | 425,000 |                    |  | $ | 425,000        |  |  | $                    | 297,500 |  |  | $ | 127,500 | 
|Michael B. Glick        |  | Executive VP and Co-General Counsel |  | $                | 350,000 |  |                       | $ | 150,500 |                    |  | $ | 200,000        |  |  | $                    | 140,000 |  |  | $ | 60,000  | 
|Douglas W. Wamsley      |  | Executive VP and Co-General Counsel |  | $                | 350,000 |  |                       | $ | 150,500 |                    |  | $ | 200,000        |  |  | $                    | 140,000 |  |  | $ | 60,000  | 
|Martin J. Wygod         |  | Chairman of the Board               |  | $                | 490,000 |  |                       |   | n/a     |                    |  | $ | 500,000        |  |  | $                    | 350,000 |  |  | $ | 150,000 | 

The amounts in the column Bonus Total for 2014 represent the sum of the last two columns on the right:
2014 Cash Bonus (which, for each of the individuals, was 70% of the total bonus) and 2014 SBP Contribution (which, for each of the individuals, was 30% of the total bonus). The portions of the total bonus allocated to Cash
Bonus and to SBP Contribution were determined by the Compensation Committee in its discretion and have varied from year to year. The amounts in the column labeled 2014 Cash Bonus were paid to the listed executive officers in cash in
March 2015. The amounts in the column labeled 2014 SBP Contribution were contributed to a trust in March 2015. In March 2016, the trust will distribute to the respective executives the contributions made to it by WebMD on their behalf,
together with actual net interest earned on the contributed amounts; provided, however, that in order to receive such payment, the individual must continue to be employed by WebMD on March 1, 2016, unless their separation from employment occurs
as a result of death or disability or if they are terminated without cause or resign for good reason following a change of control of WebMD. For background information regarding the Supplemental Bonus Plan and its implementation in recent years, see
Background Information Regarding the Supplemental Bonus Plan (SBP) below.



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In determining the amounts of the annual cash bonuses and SBP Contributions for 2014 for the
Named Executive Officers:



| |  |  | The Compensation Committee viewed the year-over-year growth of 13% in revenue and 29% in Adjusted EBITDA, with net income increasing to $42.1 million
or $1.00 per diluted share from $15.1 million or $0.31 per diluted share in the prior year, as representing good performance. For additional information, see Managements Discussion and Analysis of Financial Condition and Results of
Operations  Results of Operations in Item 7 of this Annual Report. Adjusted EBITDA is a non-GAAP financial measure and should be viewed as supplemental to, and not as an alternative for, net income calculated in
accordance with GAAP. Please see the Explanation of Non-GAAP Financial Information filed as Exhibit 99.1 to this Annual Report for additional background information regarding our use of Adjusted EBITDA. Exhibit 99.1 is incorporated into
this Item 11 by reference.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Compensation Committee viewed the year-over-year growth in traffic to The WebMD Health Networkin 2014, including 33% growth in average
unique users per month and 23% growth in aggregate page views, as representing good performance. For additional information, see Managements Discussion and Analysis of Financial Condition and Results of Operations Introduction 
Background Information on Certain Trends and Developments Affecting Our Business  Traffic Trends in Item 7 of this Annual Report.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Compensation Committee viewed the improvement in monetization of WebMDs mobile traffic as an important accomplishment in 2014, with the
percentage of WebMDs advertising and sponsorship revenue delivered on a mobile device growing to $156 million, or 34% of total advertising and sponsorship revenue, in 2014. For additional information, see Managements Discussion and
Analysis of Financial Condition and Results of Operations  Introduction  Background Information on Certain Trends and Developments Affecting Our Business  Efforts to Increase Advertising and Sponsorship Revenue from Mobile in
Item 7 of this Annual Report.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Compensation Committee also considered other achievements in 2014, including: launches of new products and services for our public portals,
including Healthy Target, the MedPulse App, and the Medscape Business of Medicine Appdigital magazine; improvements in monetization of our content offerings for physicians outside the United States; and the successful launch by
WebMD Health Services of its health management and healthcare transparency solutions to members of the Blue Cross Blue Shield Associations Federal Employee Program (FEP).
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Based on those views and other factors that the Compensation Committee determined to be relevant, the Compensation Committee set the 2014 cash bonuses and
the 2014 SBP Contributions for the Named Executive Officers as reflected in the table above. The sum of the 2014 cash bonuses and the 2014 SBP Contributions were intended by the Compensation Committee to be near the bonus targets for each of the
individuals with pre-set bonus targets. Variances from the targets did not relate to differences in individual performance, but instead reflected the Compensation Committees decision to use its discretion to approve a somewhat higher
percentage than target for Messrs. Glick and Wamsley, the individuals with the lowest bonus targets, and a somewhat lower percentage than target for Mr. Schlanger and Dr. Zatz, the individuals with the highest bonus targets. The amounts
for Mr. Wygod were intended to reflect an amount approximately equal to what would have been paid with a target bonus percentage of 100% of annual salary.

Grants of Equity Compensation.    We generally use two types of long-term incentives: non-qualified stock options and restricted stock. Stock options are granted with an
exercise price that is equal to the fair market value of WebMD Common Stock on the grant date. Thus, participants in our equity plans (including the Named Executive Officers) will realize value on their stock options only if the price of WebMD
Common Stock increases after the grant date. The Compensation Committee believes that equity compensation, subject to vesting periods of two to four years (and, in the case of options, having a ten-year term), encourages employees to focus on the
long-term performance of our company. The value that employees receive from equity awards increases when the price of WebMD Common Stock increases, which rewards employees for increasing shareholder value. The vesting schedules applicable to these
equity awards are intended to further promote retention of employees during the vesting period.



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The Compensation Committee does not make equity grants to our executive officers on an
annual or other pre-determined basis. In determining whether and when to make equity grants, the Compensation Committee considers the history of prior grants made to individual executive officers, their vesting status and the retention value of
those grants. Because significant grants had been made to the Named Executive Officers in 2013, no grants of options or restricted stock were made in 2014. The grants made in 2013 included grants to our Chief Executive Officer, to our President and
to our Chief Financial Officer in connection with their promotions to those positions.

Application of Compensation Policies
to Individual Named Executive Officers.    Differences in compensation among our Named Executive Officers result from a number of factors and may vary from year to year. The key factors that may create differences in
compensation are differences in: (a) the position and level of responsibility of the individual Named Executive Officers and changes in position or level of responsibility; (b) our need to induce specific individuals to join WebMD at the
time of their initial hiring; and (c) our need to motivate and retain specific individuals at other specific points in time. In general, larger equity grants are made to our most senior executive officers because they have the greatest
potential to affect the value of our company and to improve results for stockholders. Similarly, a greater portion of their total cash compensation is likely to come from their annual bonus. As no equity grants were made in 2014 and no changes were
made to other terms of employment in 2014, the only individualized determinations were in connection with the bonus determination process for 2014, as described in 2014 Bonuses and Supplemental Bonus Plan Contributions above.

Benefits and Perquisites.    The limited perquisites (or perks) received by our Named Executive
Officers in 2014 are described in the footnotes to the Summary Compensation Table. Our executive officers are generally eligible to participate in our benefit plans on the same basis as our other employees, including matching contributions to the
401(k) Plan and company-paid group term life insurance, the cost of which is listed in those footnotes to the Summary Compensation Table. For the past several years, we have maintained a sliding scale for the cost of employee premiums for our health
plan, under which employees with higher salaries pay a higher premium amount. Our executive officers (as part of a larger group of employees generally having a title of Vice President or higher or a salary of $180,000 or more) receive
company-paid supplemental disability insurance, the cost of which is listed in the footnotes to the Summary Compensation Table.

Background Information Regarding the Supplemental Bonus Plan (SBP).    As described above, SBP
Contributions are cash amounts contributed by WebMD for the Named Executive Officers (and certain other WebMD employees) to a trust (the Supplemental Bonus Trust), which distributes such amounts, with actual interest earned, in March of the
following year if the employee remains employed through a specified date. The purpose of the SBP is to create an additional retention incentive for our executive officers and other key employees in connection with our annual bonus process. The
Compensation Committee will determine, in its discretion, whether to use the SBP in future years and, if so, which individuals will receive a portion of their bonus in the form of SBP Contributions and the specific portion.

Contributions were made by WebMD to the Supplemental Bonus Trust in connection with the annual bonus processes for 2014, 2013 and 2012, as
follows:



| |  |  | 2014 SBP Contributions.    In February 2015, the Compensation Committee approved the contribution, made in March 2015, to
the Supplemental Bonus Trust of SBP Contributions for 2014 (which we refer to as the 2014 SBP Contributions), including: a $187,500 contribution for Mr. Schlanger; a $187,500 contribution for Dr. Zatz; a $127,500 contribution for
Mr. Anevski; a $60,000 contribution for Mr. Glick; a $60,000 contribution for Mr. Wamsley; and a $150,000 contribution for Mr. Wygod. For these executive officers, the 2014 SBP Contributions represented 30% of their total bonuses
for 2014. In order to receive the applicable payment from the Supplemental Bonus Trust for the 2014 SBP Awards, each SBP participant is required to be employed by WebMD on March 1, 2016, subject to limited exceptions for death, disability,
certain terminations of employment in connection with a Change of Control of WebMD (as defined in the 2005 Plan), a sale of a subsidiary or division or, in the discretion of the governing committee, certain other reductions in force or position
eliminations or as specifically provided in each individuals employment agreement. The Supplemental Bonus Trust will distribute the 2014 SBP Contributions, together with actual net interest earned on the respective amounts, to eligible SBP
participants as promptly as practicable following March 1, 2016.
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| |  |  | 2013 SBP Contributions and Related Distributions in March 2015.In February 2014, the Compensation Committee approved the
contribution, made in March 2014, to the Supplemental Bonus Trust of SBP Contributions for 2013 (which we refer to as the 2013 SBP Contributions), including: a $165,300 contribution for Mr. Schlanger; a $156,600 contribution for Dr. Zatz;
a $147,900 contribution for Mr. Anevski; a $69,600 contribution for Mr. Glick; a $69,600 contribution for Mr. Wamsley; and a $170,000 contribution for Mr. Wygod. For these executive officers, the 2013 SBP Contributions
represented between 26% and 28% of their total bonuses for 2013. The Supplemental Bonus Trust distributed the 2013 SBP Contributions, together with actual net interest earned on the respective amounts, to the Named Executive Officers and to other
eligible SBP participants in March 2015.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 2012 SBP Contributions and Related Distributions in March 2014.In February 2013, the Compensation Committee approved the
contribution, made in March 2013, to the Supplemental Bonus Trust of SBP Contributions for 2012 (which we refer to as the 2012 SBP Contributions), including: a $180,000 contribution for Mr. Schlanger; a $221,000 contribution for Dr. Zatz;
a $160,000 contribution for Mr. Anevski; a $160,000 contribution for Mr. Glick; a $160,000 contribution for Mr. Wamsley; and a $392,000 contribution for Mr. Wygod. For these individuals, the 2012 SBP Contributions represented 80%
of their total bonuses for 2012, except for Mr. Schlanger, whose 2102 SBP Contribution represented 75% of his total bonus for 2012. At the time the 2012 SBP Contributions were made, Messrs. Schlanger and Anevski were not yet executive officers
of WebMD. The Supplemental Bonus Trust distributed the 2012 SBP Contributions, together with actual net interest earned on the respective amounts, to the Named Executive Officers and to other eligible SBP participants in March 2014.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any SBP Contributions that are forfeited for failure to meet the employment condition by an SBP participant are shared by
the remaining SBP participants for that year, except that: with respect to 2013 SBP Contributions and those in prior years, SBP participants who were executive officers of WebMD at the time of distribution were not eligible to receive any portion of
such forfeitures; and with respect to the 2014 SBP Contributions, the Chief Executive Officer and the Chairman of the Board will not be eligible to receive any portion of such forfeitures.

Compensation Following Termination of Employment or a Change of Control

Overview.    WebMD does not offer any retirement plans to our executive officers, other than a 401(k) plan
generally available to our other employees. Accordingly, the payment and benefit levels for WebMDs Named Executive Officers applicable upon a termination or a change of control result primarily from provisions in the employment agreements or
specific equity award agreements between WebMD and the individual Named Executive Officers. The employment agreements with our Named Executive Officers are described under the heading Employment Agreements with Named Executive Officers
below and summaries of the types of provisions relating to post-termination compensation contained in those agreements are included in this section under the headings  Employment Agreement Provisions Regarding Termination Benefits
and  Employment Agreement Provisions Regarding Change of Control Benefits below. The Compensation Committee has generally been willing to include provisions relating to potential terminations and changes of control in connection
with the renewal of or extensions to an employment agreement with an existing executive officer that are similar to those in the existing employment agreement with that executive officer.

In determining whether to approve executive officer employment agreements (or amendments of or extensions to those agreements), the
Compensation Committee considers our need for the services of the specific individual and the alternatives available to us, as well as potential alternative employment opportunities available to the individual from other companies. In considering
whether to approve employment agreement terms that may result in payments and other benefits for executives that could become payable following a termination or change of control, the Compensation Committee considers both the costs that could be
incurred by our company, as well as the benefits to our company, including benefits to our company from post-termination confidentiality, non-solicit and non-compete obligations imposed on the executive and provisions relating to post-termination
services that may be required of the executive. In the case of potential payments and other benefits that could become payable following a change of control, the Compensation Committee considers whether those provisions would provide appropriate
benefit to an acquirer and to WebMD, in light of the potential cost to be incurred,



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given that such provisions encourage our executives to remain employed while a change of control transaction is pending and provide for a transition period following consummation of a change of
control.

Employment Agreement Provisions Regarding Termination Benefits.    Certain of the
employment agreements with our Named Executive Officers provide, or have provided, for some or all of the following to be paid or provided to the executive officer if he or she is terminated without cause or resigns for good reason (the definitions
of which are typically set forth in the applicable employment agreement), dies or ceases to be employed as a result of disability:



| |  |  | continuation of cash compensation (including salary and, in some cases, an amount based on past bonuses) for a period following termination and, if the
termination follows a Change of Control, payment of amounts previously contributed by WebMD on his or her behalf to WebMDs Supplemental Bonus Plan;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 payments in respect of COBRA premiums.
| | - |  | ----------------------------------------------------------------------------------------------------------------------

The amount and nature of these benefits vary by individual, with the most senior of executive officers typically receiving more of these
benefits and receiving them for longer periods. These benefits also vary depending on the reason for the termination and whether the termination follows a Change of Control (as more fully described under  Employment Agreement Provisions
Regarding Change of Control Benefits below). See Employment Agreements with Named Executive Officers below for a description of the specific provisions that apply to specific Named Executive Officers and Potential Payments
and Other Benefits Upon Termination of Employment or a Change of Control below for a sample calculation, based on applicable SEC rules, of the amounts that would have been payable if termination for specified reasons had occurred on
December 31, 2014. No such post-termination benefits apply if a Named Executive Officer is terminated for cause. The Compensation Committee believes that the protections provided to executive officers by the types of employment agreement
provisions described above are appropriate for the attraction and retention of qualified and talented executives and consistent with good corporate governance.

Employment Agreement Provisions Regarding Change of Control Benefits. The Compensation Committee believes that executives should generally not be entitled to severance
benefits solely as a result of the occurrence of a change of control, but that it is appropriate to provide for such benefits if a change of control is followed by a termination of employment or other appropriate triggering event. See 
Employment Agreement Provisions Regarding Termination Benefits above. However, the Compensation Committee has approved the following exceptions for certain of the Named Executive Officers:



| |  |  | With respect to Mr. Schlanger and Dr. Zatz, under agreements entered into when they became Chief Executive Officer and President,
respectively, of WebMD in August 2013, each may resign from employment after the first anniversary of a Change of Control of WebMD and receive the same benefits, under their respective employment agreements, as if they resigned for Good Reason
following a Change of Control. Such benefits include the components described above: rights to cash severance, rights to company paid COBRA premiums and rights to specified continued vesting and exercisability of options and specified acceleration
of WebMD Restricted Stock, as described more fully below under Employment Agreements with Named Executive Officers  David J. Schlanger and  Steven Zatz, M.D. (which also provides descriptions of the defined terms
used in their respective employment agreements).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | With respect to Mr. Wygod, the vesting of all WebMD Restricted Stock and options to purchase WebMD Common Stock outstanding at the time of a
Change of Control (as defined in the HLTH 2000 Plan held by Mr. Wygod, which definition is substantially the same as the definition in the 2005 Plan) will accelerate on the date of the Change of Control. If Mr. Wygods employment
terminates for any reason (other than for Cause) thereafter, such options will remain outstanding through the remainder of their terms. For additional information, including regarding his rights to cash severance and benefits on termination, see
Employment Agreements with Named Executive Officers  Martin J. Wygod below (which also provides descriptions of the defined terms used in his employment agreement).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



22



---

In the negotiations with those Named Executive Officers regarding their employment agreements, the
Compensation Committee recognized that, for those individuals, a change of control is likely to result in a fundamental change in the nature of their responsibilities. Accordingly, under their employment agreements, the Compensation Committee
approved the specific Named Executive Officers having, following a change of control, the rights described above. The Compensation Committee believed that the rights provided were likely to be viewed as appropriate by a potential acquiror in the
case of those specific individuals. In addition, the Compensation Committee sought to balance the rights given to the Named Executive Officers with certain requirements to remain employed for a transition period or to provide transitional services
in types and amounts likely to be viewed as reasonable by a potential acquiror. However, in making grants of options and WebMD Restricted Stock to Mr. Schlanger and Dr. Zatz in March 2015, the Compensation Committee determined that they
would be entitled to acceleration of vesting and continued exercisability of the those options and acceleration of vesting of those shares of WebMD Restricted Stock only if a termination by WebMD without Cause or by the executive for Good Reason
follows a Change of Control.

Our employment agreements with Messrs. Anevski, Glick and Wamsley do not provide rights to
receive any compensation as a result of a change of control, unless the change of control is followed by a termination of employment (including a termination by the executive for Good Reason under the terms of his employment agreement).
However, as more fully described under Employment Agreements with Named Executive Officers below, a change of control followed by such a termination would result in enhanced compensation for the executive beyond what would apply in the
case of a similar termination that was not preceded by a change of control. Such enhancements include continuation of vesting and exercisability of certain options and acceleration of vesting of certain shares of WebMD Restricted Stock. Similar
provisions are contained in employment agreements with other key employees of WebMD who are not executive officers.

If the
benefits payable to either Mr. Wygod in connection with a change of control would be considered an excess parachute payment under Section 280G of the Internal Revenue Code of 1986 (Section 280G) and subject to the excise tax
imposed under Section 4999 of the Code, WebMD has agreed to make an additional payment to him so that the net amount of such payment (after taxes) that he receives is sufficient to pay the excise tax due. No other Named Executive Officer has
the right to receive any tax gross-up payments from WebMD.

Deductibility of
Compensation.    Section 162(m) of the Internal Revenue Code generally limits the ability of a publicly held corporation to deduct compensation in excess of $1 million per year paid to certain executive
officers. It is the policy of the Compensation Committee to structure, where practicable, compensation paid to its executive officers so that it will be deductible under Section 162(m) of the Code. Accordingly, WebMDs equity plans under
which awards are made to officers and directors are generally designed with the intent that compensation attributable to stock options granted will be tax deductible by WebMD. However, cash bonuses for WebMDs executive officers and grants of
restricted stock do not qualify as performance-based within the meaning of Section 162(m) and, therefore, are subject to its limits on deductibility. In determining that the compensation of WebMDs executive officers for 2014 was
appropriate under the circumstances and in the best interests of WebMD and its stockholders, the Compensation Committee considered the amount of net operating loss carryforwards available to WebMD to offset income for Federal income tax purposes.
See Note 11 to the Consolidated Financial Statements included in this Annual Report.

Consideration of the Advisory Vote
on Executive Compensation at the 2014 Annual Meeting of Stockholders.    At our 2014 Annual Meeting of Stockholders, the ballot included an advisory vote on executive compensation, commonly known as
Say-on-Pay. Approximately 63.5% of the votes cast were FOR the compensation of the executive officers as disclosed in the Executive Compensation section of the proxy statement for the 2014 Annual Meeting. Although
Say-on-Pay votes are not binding on our company, our Board of Directors or the Compensation Committee, the Compensation Committee took this result into consideration in connection with its implementation of our executive compensation
program since the 2014 Annual Meeting and intends to continue to consider the outcome of annual advisory votes when making future executive compensation decisions. However, as discussed earlier in this CD&A, the Compensation Committee believes
that the compensation practices of WebMD in the past several years have allowed WebMD to attract, retain and motivate its executives and employees and that the efforts of those executives and other employees has been an important factor in the
improvement in WebMDs performance in 2013 and 2014.



23



---

Executive Compensation Tables

This section provides information, in tabular formats specified in applicable SEC rules, regarding the amounts of compensation paid to our
Named Executive Officers and related information. See Compensation Discussion and Analysis  Introduction above for an explanation regarding the determination, under applicable SEC rules, of who is a Named Executive
Officer of WebMD for 2014. The tables included are:



| |  |  | the Summary Compensation Table, which presents information regarding the total compensation of each of our Named Executive Officers and the types and
values of the components; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | two tables providing additional information regarding our equity compensation, entitled: Outstanding Equity Awards at End of 2014; and Option Exercises
and Stock Vested in 2014.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As permitted by the SEC rules relating to the executive compensation tables, the following tables
reflect only the types of compensation paid to our Named Executive Officers. For example, in 2014, no options to purchase WebMD Common Stock and no shares of WebMD Restricted Stock were granted to any of the Named Executive Officers by WebMD.
Accordingly, we have omitted the table that would have listed grants made in 2014. In addition, because our only retirement plan is a 401(k) plan, we do not include tables applicable to other types of retirement plans.

Descriptions of the material terms of each Named Executive Officers employment agreement and related information is provided under
Employment Agreements with Named Executive Officers below. The agreements provide the general framework and some of the specific terms for the compensation of the Named Executive Officers. Approval of the Compensation Committee is
required prior to WebMD entering into employment agreements with its executive officers or amendments to those agreements. However, many of the decisions relating to compensation for a specific year made by the Compensation Committee are implemented
without changes to the general terms of employment set forth in those agreements. For a discussion of the decisions made by the Compensation Committee relating to 2014 compensation, see Compensation Discussion and Analysis above.

Summary Compensation Table

Table.    The following table presents information regarding the amount of the total compensation of our Named Executive Officers for services rendered during the
years covered, as well as the amount of the specific components of that compensation. The compensation reported in the table reflects all compensation to the Named Executive Officers from our company and any of our subsidiaries.



|                                                                   |  |      |      |  |           |  |         |             |  |  |                   |      |  |                    |           |  |                          |  |           |          |  |  |        |      |  |  |           | 
|------------------------------------------------------------------ |  | ---- | ---- |  | --------- |  | ------- | ----------- |  |  | ----------------- | ---- |  | ------------------ | --------- |  | ------------------------ |  | --------- | -------- |  |  | ------ | ---- |  |  | --------- | 
|(a)                                                                |  | (b)  |      |  | (c)       |  |         | (d)         |  |  | (e)               |      |  | (f)                |           |  | (g)                      |  |           | (h)      | 
|                                                                   |  |      |      |  |           |  |        
|Name andPrincipal Position                                         |  | Year |      |  | Salary($) |  |         | Bonus($)(1) |  |  | StockAwards($)(2) |      |  | OptionAwards($)(2) |           |  | All
OtherCompensation($) |  |           | Total($) | 
|David J. Schlanger                                                 |  |      | 2014 |  |           |  | 525,000 |             |  |  | 617,518           | (3)  |  |                    |          |  |                          |  |          |          |  |  | 24,950 | (4)  |  |  | 1,167,468 | 
|Chief Executive Officer                                            |  |      | 2013 |  |           |  | 438,635 |             |  |  | 419,700           | (3)  |  |                    | 2,508,200 |  |                          |  | 4,594,600 |          |  |  | 23,078 | (4)  |  |  | 7,984,213 | 
|                                                                   |  |      |      |  |           |  |        
|Peter Anevski                                                      |  |      | 2014 |  |           |  | 425,000 |             |  |  | 457,516           | (5)  |  |                    |          |  |                          |  |          |          |  |  | 20,780 | (6)  |  |  | 903,296   | 
|Executive Vice President and
Chief Financial Officer               |  |      | 2013 |  |           |  | 382,538 |             |  |  | 407,100           | (5)  |  |                    | 1,718,300 |  |                          |  | 2,640,098 |          |  |  | 19,881 | (6)  |  |  | 5,167,917 | 
|                                                                   |  |      |      |  |           |  |        
|Michael B. Glick
Executive Vice President and
Co-General Counsel   |  |      | 2014 |  |           |  | 350,000 |             |  |  | 300,016           | (7)  |  |                    |          |  |                          |  |          |          |  |  | 19,229 | (8)  |  |  | 669,245   | 
|                                                                   |  |      |      |  |           |  |        
|Douglas W. Wamsley
Executive Vice President and
Co-General Counsel |  |      | 2014 |  |           |  | 350,000 |             |  |  | 300,016           | (9)  |  |                    |          |  |                          |  |          |          |  |  | 6,015  | (10) |  |  | 656,031   | 
|                                                                   |  |      |      |  |           |  |        
|Martin J. Wygod                                                    |  |      | 2014 |  |           |  | 490,000 |             |  |  | 742,040           | (11) |  |                    |          |  |                          |  |          |          |  |  | 16,832 | (12) |  |  | 1,248,872 | 
|Chairman of the Board                                              |  |      | 2013 |  |           |  | 490,000 |             |  |  | 430,000           | (11) |  |                    | 4,028,000 |  |                          |  | 824,820   |          |  |  | 18,241 | (12) |  |  | 5,791,061 | 
|                                                                   |  |      | 2012 |  |           |  | 490,000 |             |  |  | 680,277           | (11) |  |                    |          |  |                          |  |          |          |  |  | 18,046 | (12) |  |  | 1,188,323 | 
|                                                                   |  |      |      |  |           |  |        
|Steven Zatz, M.D.                                                  |  |      | 2014 |  |           |  | 500,000 |             |  |  | 658,523           | (13) |  |                    |          |  |                          |  |          |          |  |  | 24,845 | (14) |  |  | 1,183,368 | 
|President                                                          |  |      | 2013 |  |           |  | 453,846 |             |  |  | 413,400           | (13) |  |                    | 2,119,200 |  |                          |  | 4,152,900 |          |  |  | 24,695 | (14) |  |  | 7,164,041 | 
|                                                                   |  |      | 2012 |  |           |  | 415,385 |             |  |  | 96,841            | (13) |  |                    |          |  |                          |  | 429,221   |          |  |  | 19,930 | (14) |  |  | 961,377   | 



24



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|(1) | 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); and amounts released from the Supplemental Bonus Trust during that year based on contributions made in March of the prior year, with respect to the bonus process for
the fiscal year prior to that contribution. For additional information, see Background Information Regarding the Summary Compensation Table  Bonuses below and Compensation Discussion and Analysis  Background
Information Regarding the Supplemental Bonus Plan (SBP) above. Where amounts listed for an individual in a specific year include anything other than just the annual cash bonus for that year, we have included the breakdown in the applicable
footnote to this table below.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | The amounts reported in Columns (e) and (f) above reflect the grant date fair value, in the year of grant, for the WebMD Restricted Stock and options to
purchase WebMD Common Stock awarded, if any, to the respective Named Executive Officers, computed in accordance with FASB ASC Topic 718. See Note 8 (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 WebMD 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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | For 2014, consists of:(a) an annual bonus for 2014 of $437,500; and (b) a Supplemental Bonus Plan distribution of $180,018, released in
March 2014 based on a contribution to the Plan made in connection with his 2012 bonus.For 2013,reflects only the annual cash bonus for 2013; no Supplemental Bonus Plan distribution occurred in 2013 because no contribution was
made to the Supplemental Bonus Trust in connection with the 2011 annual bonus process.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | For 2014, consists of: (a) $2,322 for company-paid group term life insurance; (b) $4,128 for company-paid supplemental disability
insurance; (c) an automobile allowance of $12,000; and (d) $6,500 in company matching contributions under the 401(k) Plan. For 2013, consists of: (a) $1,242 for company-paid group term life insurance;
(b) $3,461 for company-paid supplemental disability insurance; (c) an automobile allowance of $12,000; and (d) $6,375 in company matching contributions under the 401(k) Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | For 2014, consists of: (a) an annual bonus for 2014 of $297,500; and (b) a Supplemental Bonus Plan distribution of $160,016,
released in March 2014 based on a contribution to the Plan made in connection with his 2012 bonus.For 2013,reflects only the annual cash bonus for 2013; no Supplemental Bonus Plan distribution occurred in 2013 because no
contribution was made to the Supplemental Bonus Trust in connection with the 2011 annual bonus process.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | For 2014,consists of: (a) $810 for company-paid group term life insurance; (b) $1,770 for company-paid supplemental disability
insurance; (c) an automobile allowance of $10,400; and (d) $7,800 in company matching contributions under the 401(k) Plan. For 2013,consists of: (a) $810 for company-paid group term life insurance;
(b) $1,021 for company-paid supplemental disability insurance; (c) an automobile allowance of $10,400; and (d) $7,650 in company matching contributions under the 401(k) Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | Consists of: (a) an annual bonus for 2014 of $140,000; and (b) a Supplemental Bonus Plan distribution of $160,016, released in March 2014 based on a
contribution to the Plan made in connection with his 2012 bonus.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | Consists of: (a) $2,322 for company-paid group term life insurance; (b) $3,907 for company-paid supplemental disability insurance; (c) an
automobile allowance of $5,200; and (d) $7,800 in company matching contributions under the 401(k) Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) | Consists of: (a) an annual bonus for 2014 of $140,000; and (b) a Supplemental Bonus Plan distribution of $160,016, released in March 2014 based
on a contribution to the Plan made in connection with his 2012 bonus.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(10) | Consists of: (a) $2,322 for company-paid group term life insurance; and (b) $3,693 for company-paid supplemental disability insurance.
|---- | --------------------------------------------------------------------------------------------------------------------------------------



|(11) | For 2014, consists of: (a) an annual bonus for 2014 of $350,000; and (b) a Supplemental Bonus Plan distribution of $392,040, released in
March 2014 based on a contribution to the Plan made in connection with his 2012 bonus. For 2013,reflects only the annual cash bonus for 2013; no Supplemental Bonus Plan distribution occurred in 2013 because no contribution was
made to the Supplemental Bonus Trust in connection with the 2011 annual bonus process. For 2012, consists of: (a) an annual bonus for 2012 of $98,000; and (b) a Supplemental Bonus Plan distribution of $582,277,
released in March 2012 based on a contribution to the Plan made in connection with his 2010 bonus.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(12) | For 2014, consists of: (a) $5,707 for company-paid supplemental disability insurance; and (b) $11,125 for company-paid group term life
insurance. For 2013, consists of: (a) $7,116 for company-paid supplemental disability insurance; and (b) $11,125 for company-paid group term life insurance. For 2012, consists of: (a) $6,921
for company-paid supplemental disability insurance; and (b) $11,125 for company-paid group term life insurance.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(13) | For 2014, consists of: (a) an annual bonus for 2014 of $437,500; and (b) a Supplemental Bonus Plan distribution of $221,023, released in
March 2014 based on a contribution to the Plan made in connection with his 2012 bonus. For 2013,reflects only the annual cash bonus for 2013; no Supplemental Bonus Plan distribution occurred in 2013 because no contribution was
made to the Supplemental Bonus Trust in connection with the 2011 annual bonus process. For 2012, consists of: (a) an annual bonus for 2012 of $55,250; and (b) a Supplemental Bonus Plan distribution of $41,591, released
in March 2012 based on a contribution to the Plan made in connection with his 2010 bonus.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(14) | For 2014, consists of: (a) $2,322 for company-paid group term life insurance; (b) $2,723 for company-paid supplemental
disability insurance; (c) $7,800 in company matching contributions under the 401(k) Plan; and (d) an automobile allowance of $12,000. For 2013, consists of: (a) $2,322 for company-paid group term life insurance;
(b) $2,723 for company-paid supplemental disability insurance; (c) $7,650 in company matching contributions under the 401(k) Plan; and (d) an automobile
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25



---

| | allowance of $12,000. For 2012, consists of: (a) $2,322 for company-paid group term life insurance; (b) $2,723 for company-paid supplemental disability insurance;
(c) $7,500 in company matching contributions under the 401(k) Plan; and (d) an automobile allowance of $7,385.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Background Information Regarding the Summary Compensation Table

General.    The Summary Compensation Table above quantifies the amount or value of the different forms of
compensation earned by or awarded to our Named Executive Officers by WebMD and provides a dollar amount for total compensation for each year covered. As contemplated by applicable SEC rules, the Summary Compensation Table does not include
information for 2013 and/or 2012 for individuals who were not a Named Executive Officer in those years.

Bonuses.    As described in Compensation Discussion and Analysis  Use of Specific Types of
Compensation for 2014  2014 Bonuses and Supplemental Bonus Contributions above, WebMD has paid annual cash bonuses to its executive officers, the amounts of which were determined by the Compensation Committee in its discretion. From time
to time, WebMD pays additional or 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. No such additional or special bonuses were paid to any of our Named Executive Officers for 2014 or for any prior year covered in the Summary Compensation Table.

Supplemental Bonus Plan (SBP) contributions are cash amounts contributed by WebMD for specified Named Executive Officers (and certain
other WebMD employees) to a trust (the Supplemental Bonus Trust), which distributes such amounts, with actual interest earned, the following year if the employee remains employed through a specified date. For example, amounts contributed in March
2015 (in connection with 2014 bonuses) will be distributed in March 2016 in accordance with the terms of the SBP. Because those amounts will be forfeitable until March 1, 2016, they would be reflected in future Summary Compensation Tables as
compensation in 2016 if the recipient is a Named Executive Officer for that year. In Column (d) of the Summary Compensation Table above:



| |  |  | SBP distributions based on SBP contributions made in March 2013 (approved in connection with 2012 bonuses) are included in amounts for 2014 since they
ceased to be forfeitable on March 1, 2014; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | SBP distributions based on SBP contributions made in March 2011 (approved in connection with 2010 bonuses) are included in amounts for 2012 since they
ceased to be forfeitable on March 1, 2012.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The footnotes to the Summary Compensation Table identify the amounts of
those SBP distributions in March 2012 and March 2014 for individual Named Executive Officers included in Column (d). No SBP contributions were made in 2012, so the annual bonuses for 2011 represented all amounts approved with respect to that year
and, accordingly, no SBP distributions were made in March 2013. The SBP contributions made in March 2014 (in connection with 2013 bonuses) were distributed in March 2015 and would be reflected in future Summary Compensation Tables as compensation in
2015 if the recipient is a Named Executive Officer for that year. For additional information, see Compensation Discussion and Analysis  Background Information Regarding the Supplemental Bonus Plan (SBP) above.

In considering the annual decisions made by the Compensation Committee regarding bonuses, the amount authorized for a particular year
includes the bonus payable for that year plus the amount, if any, of the SBP contribution made at the same time to the Supplemental Bonus Trust (but not the amount released as a result of decisions made in prior years). Accordingly, amounts reported
in the Summary Compensation Table for a particular year will not correspond to the amounts authorized by the Compensation Committee for that same year because, under applicable SEC rules, we include SBP distributions but not SBP contributions in
Column (d) for that year.

Stock Options and Restricted
Stock.Under applicable SEC rules, the Summary Compensation Table reflects the full amount of the grant date fair value of option grants and restricted stock grants in the year in which the grant is made and
no amount of compensation in any other year, regardless of the vesting schedule of the grant. As a result, the compensation of our executive officers reported in the Summary Compensation Table may vary greatly from year to year (and did from 2013 to
2014), depending on which years grants were made to



26



---

specific WebMD executive officers and the size of the grants made. In addition, grants made to a newly hired executive officer at the time he or she joins WebMD, which may be larger than
grants made to existing executiveofficers with comparable responsibilities in that year, may make it appear that he or she is more highly compensated than those other executive officers and may not be indicative of the compensation
that would bereported for such individual in future years if he or she continues to be a Named Executive Officer. The Compensation Committee considers the vesting schedule of grants made under equity compensation plans to be an
important term of such grants and believes that it is appropriate, in its consideration of the timing and amount of specific grants it approves, to view the value of such grants to be deemed distributed over the period of vesting, rather than
assigned solely to the year of grant.

The amounts reported in the Summary Compensation Table for stock awards
and option awards reflect a specific method of valuation of those awards, as more fully described in Note 8 (Stock-Based Compensation) to the Consolidated Financial Statements included in this Annual Report, and do not reflect income or cash
received by our Named Executive Officers. The actual amounts, if any, ultimately realized by our Named Executive Officers from equity grants will 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.



27



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Outstanding Equity Awards at End of 2014

The following table presents information regarding the outstanding equity awards held by each Named Executive Officer as of
December 31, 2014, including the vesting dates for the portions of these awards that had not vested as of that date.



|                   |  |                                                               |        |  |                                                                 |  |         |                        |  |  |                 |  |  |                      |          |  |                                               |  |          |                     |  |  |                                                       |     |  |  |          |  |  |  |           | 
|------------------ |  | ------------------------------------------------------------- | ------ |  | --------------------------------------------------------------- |  | ------- | ---------------------- |  |  | --------------- |  |  | -------------------- | -------- |  | --------------------------------------------- |  | -------- | ------------------- |  |  | ----------------------------------------------------- | --- |  |  | -------- |  |  |  | --------- | 
|(a)                |  | (b)                                                           |        |  | (c)                                                             |  |         | (d)                    |  |  | (e)             |  |  | (f)                  |          |  | (g)                                           |  |          | (h)                 |  |  | (i)                                                   |    
|                   |  | Option Awards(1)                                              |        |  | Stock Awards(2)                                                 | 
|Name               |  | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Exercisable |        |  | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable |  |         | OptionExercisePrice($) |  |  | OptionGrantDate |  |  | OptionExpirationDate |          |  | Number ofShares ofStock ThatHave NotVested(#) |  |          | StockAwardGrantDate |  |  | MarketValue ofShares ofStockThat HaveNot Vested($)(3) |    
|David J. Schlanger |  |                                                               | 75,000 |  |                                                                 |  | 225,000 | (4)                    |  |  | 33.40           |  |  |                      | 8/11/13  |  |                                               |  | 8/11/23  |                     |  |  | 37,500                                                | (4) |  |  | 8/11/13  |  |  |  | 1,483,125 | 
|                   |  |                                                               | 20,000 |  |                                                                 |  | 20,000  | (5)                    |  |  | 27.94           |  |  |                      | 5/08/13  |  |                                               |  | 5/08/23  |                     |  |  | 20,000                                                | (6) |  |  | 5/08/13  |  |  |  | 791,000   | 
|                   |  |                                                               | 20,000 |  |                                                                 |  |        |                        |  |  | 13.15           |  |  |                      | 11/14/12 |  |                                               |  | 11/14/22 |                     |  |  |                                                      |     |  |  |         |  |  |  |          | 
|                   |  |                                                               |       |  |                                                                 |  | 12,500  | (4)                    |  |  | 22.40           |  |  |                      | 5/21/12  |  |                                               |  | 5/21/22  |                     |  |  | 2,500                                                 | (4) |  |  | 5/21/12  |  |  |  | 98,875    | 
|                   |  |                                                               | 22,500 |  |                                                                 |  | 7,500   | (4)                    |  |  | 30.26           |  |  |                      | 10/11/11 |  |                                               |  | 10/11/21 |                     |  |  | 1,500                                                 | (4) |  |  | 10/11/11 |  |  |  | 59,325    | 
|                   |  |                                                               | 10,000 |  |                                                                 |  |        |                        |  |  | 23.61           |  |  |                      | 12/10/08 |  |                                               |  | 12/10/18 |                     |  |  |                                                      |     |  |  |         |  |  |  |          | 
|                   |  |                                                               |        |  |                                                                 |  |         |                       
|Peter Anevski      |  |                                                               |       |  |                                                                 |  | 150,000 | (7)                    |  |  | 38.65           |  |  |                      | 12/18/13 |  |                                               |  | 12/18/23 |                     |  |  | 30,000                                                | (7) |  |  | 12/18/13 |  |  |  | 1,186,500 | 
|                   |  |                                                               | 7,500  |  |                                                                 |  | 7,500   | (5)                    |  |  | 27.94           |  |  |                      | 5/08/13  |  |                                               |  | 5/08/23  |                     |  |  | 10,000                                                | (8) |  |  | 5/08/13  |  |  |  | 395,500   | 
|                   |  |                                                               | 32,500 |  |                                                                 |  |        |                        |  |  | 13.15           |  |  |                      | 11/14/12 |  |                                               |  | 11/14/22 |                     |  |  |                                                      |     |  |  |         |  |  |  |          | 
|                   |  |                                                               |       |  |                                                                 |  | 22,500  | (4)                    |  |  | 22.40           |  |  |                      | 5/21/12  |  |                                               |  | 5/21/22  |                     |  |  | 5,000                                                 | (4) |  |  | 5/21/12  |  |  |  | 197,750   | 
|                   |  |                                                               | 24,000 |  |                                                                 |  | 8,000   | (4)                    |  |  | 30.00           |  |  |                      | 9/21/11  |  |                                               |  | 9/21/21  |                     |  |  | 1,500                                                 | (4) |  |  | 9/21/11  |  |  |  | 59,325    | 
|                   |  |                                                               |       |  |                                                                 |  |        |                        |  |  |                |  |  |                      |         |  |                                               |  |         |                     |  |  | 1,000                                                 | (4) |  |  | 3/24/11  |  |  |  | 39,550    | 
|                   |  |                                                               | 25,000 |  |                                                                 |  |        |                        |  |  | 46.81           |  |  |                      | 6/28/10  |  |                                               |  | 6/28/20  |                     |  |  |                                                      |     |  |  |         |  |  |  |          | 
|                   |  |                                                               | 3,000  |  |                                                                 |  |        |                        |  |  | 23.61           |  |  |                      | 12/10/08 |  |                                               |  | 12/10/18 |                     |  |  |                                                      |     |  |  |         |  |  |  |          | 
|                   |  |                                                               |        |  |                                                                 |  |         |                       
|Michael B. Glick   |  |                                                               |       |  |                                                                 |  | 75,000  | (7)                    |  |  | 38.65           |  |  |                      | 12/18/13 |  |                                               |  | 12/18/23 |                     |  |  | 15,000                                                | (7) |  |  | 12/18/13 |  |  |  | 593,250   | 
|                   |  |                                                               |       |  |                                                                 |  |        |                        |  |  |                |  |  |                      |         |  |                                               |  |         |                     |  |  | 5,000                                                 | (9) |  |  | 3/01/13  |  |  |  | 197,750   | 
|                   |  |                                                               | 25,000 |  |                                                                 |  |        |                        |  |  | 13.15           |  |  |                      | 11/14/12 |  |                                               |  | 11/14/22 |                     |  |  |                                                      |     |  |  |         |  |  |  |          | 
|                   |  |                                                               |       |  |                                                                 |  |        |                        |  |  |                |  |  |                      |         |  |                                               |  |         |                     |  |  | 4,000                                                 | (4) |  |  | 5/16/12  |  |  |  | 158,200   | 
|                   |  |                                                               | 12,500 |  |                                                                 |  | 7,500   | (4)                    |  |  | 30.00           |  |  |                      | 9/21/11  |  |                                               |  | 9/21/21  |                     |  |  | 1,250                                                 | (4) |  |  | 9/21/11  |  |  |  | 49,438    | 
|                   |  |                                                               |       |  |                                                                 |  |        |                        |  |  |                |  |  |                      |         |  |                                               |  |         |                     |  |  | 750                                                   | (4) |  |  | 3/24/11  |  |  |  | 29,663    | 
|                   |  |                                                               | 25,000 |  |                                                                 |  |        |                        |  |  | 46.81           |  |  |                      | 6/28/10  |  |                                               |  | 6/28/20  |                     |  |  |                                                      |     |  |  |         |  |  |  |          | 
|                   |  |                                                               |        |  |                                                                 |  |         |                       
|Douglas W. Wamsley |  |                                                               |       |  |                                                                 |  | 75,000  | (7)                    |  |  | 38.65           |  |  |                      | 12/18/13 |  |                                               |  | 12/18/23 |                     |  |  | 15,000                                                | (7) |  |  | 12/18/13 |  |  |  | 593,250   | 
|                   |  |                                                               |       |  |                                                                 |  |        |                        |  |  |                |  |  |                      |         |  |                                               |  |         |                     |  |  | 5,000                                                 | (9) |  |  | 3/01/13  |  |  |  | 197,750   | 
|                   |  |                                                               | 25,000 |  |                                                                 |  |        |                        |  |  | 13.15           |  |  |                      | 11/14/12 |  |                                               |  | 11/14/22 |                     |  |  |                                                      |     |  |  |         |  |  |  |          | 
|                   |  |                                                               | 56,250 |  |                                                                 |  | 18,750  | (4)                    |  |  | 36.62           |  |  |                      | 7/23/11  |  |                                               |  | 7/23/21  |                     |  |  | 3,000                                                 | (4) |  |  | 7/23/11  |  |  |  | 118,650   | 
|                   |  |                                                               |        |  |                                                                 |  |         |                       
|Martin J. Wygod    |  |                                                               |       |  |                                                                 |  | 50,000  | (7)                    |  |  | 38.65           |  |  |                      | 12/18/13 |  |                                               |  | 12/18/23 |                     |  |  | 50,000                                                | (7) |  |  | 12/18/13 |  |  |  | 1,977,500 | 
|                   |  |                                                               |       |  |                                                                 |  |        |                        |  |  |                |  |  |                      |         |  |                                               |  |         |                     |  |  | 50,000                                                | (6) |  |  | 5/08/13  |  |  |  | 1,977,500 | 
|                   |  |                                                               | 87,500 |  |                                                                 |  | 87,500  | (4)                    |  |  | 29.44           |  |  |                      | 9/25/11  |  |                                               |  | 9/25/21  |                     |  |  |                                                      |     |  |  |         |  |  |  |          | 
|                   |  |                                                               |       |  |                                                                 |  |        |                        |  |  |                |  |  |                      |         |  |                                               |  |         |                     |  |  | 23,216                                                | (4) |  |  | 2/11/11  |  |  |  | 918,193   | 
|                   |  |                                                               |        |  |                                                                 |  |         |                       
|Steven Zatz, M.D.  |  |                                                               | 75,000 |  |                                                                 |  | 225,000 | (4)                    |  |  | 33.40           |  |  |                      | 8/11/13  |  |                                               |  | 8/11/23  |                     |  |  | 37,500                                                | (4) |  |  | 8/11/13  |  |  |  | 1,483,125 | 
|                   |  |                                                               |       |  |                                                                 |  |        |                        |  |  |                |  |  |                      |         |  |                                               |  |         |                     |  |  | 10,000                                                | (9) |  |  | 3/01/13  |  |  |  | 395,500   | 
|                   |  |                                                               | 40,000 |  |                                                                 |  |        |                        |  |  | 13.15           |  |  |                      | 11/14/12 |  |                                               |  | 11/14/22 |                     |  |  |                                                      |     |  |  |         |  |  |  |          | 
|                   |  |                                                               | 56,250 |  |                                                                 |  | 18,750  | (4)                    |  |  | 36.62           |  |  |                      | 7/23/11  |  |                                               |  | 7/23/21  |                     |  |  | 3,000                                                 | (4) |  |  | 7/23/11  |  |  |  | 118,650   | 



|(1) | Each grant reported in the table above was granted under, and is subject to, the 2005 Plan. The option expiration date shown in Column (f) above is the normal
expiration date, and the last date that the options may be exercised. For each Named Executive Officer, the unexercisable options shown in Column (c) above are also unvested. Unvested options are generally forfeited if the Named Executive
Officers employment terminates, except to the extent otherwise provided in an employment agreement. For information regarding the effect on vesting of options as a result of the death, disability or termination of employment of a Named
Executive Officer or a change of control of WebMD, see Compensation Discussion and Analysis  Compensation Following Termination of Employment or a Change of Control above and Potential Payments and Other Benefits Upon
Termination of Employment or a Change of Control below. The exercisable options shown in Column (b) above, and any unexercisable options shown in Column (c) above that subsequently become exercisable, will generally expire earlier
than the normal expiration date if the Named Executive Officers employment terminates, except as otherwise specifically provided in the Named Executive Officers employment agreement. For a description of the material terms of the Named
Executive Officers employment agreements, see Employment Agreements with Named Executive Officers below.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Unvested shares of restricted stock are generally forfeited if the Named Executive Officers employment terminates, except to the extent otherwise
provided in an employment agreement or award agreement. The stock awards held by our Named Executive Officers are subject
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



28



---

| | to accelerated or continued vesting in connection with a change of control of WebMD and upon certain terminations of employment, as discussed above under Compensation Discussion and
Analysis  Compensation Following Termination of Employment or a Change of Control and described below under Employment Agreements with Named Executive Officers and Potential Payments and Other Benefits Upon Termination
of Employment or a Change of Control. Except as otherwise indicated in those sections, unvested stock awards will generally be forfeited if a Named Executive Officers employment terminates.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | The market or payout value of stock awards reported in Column (i) is computed by multiplying the number of shares of WebMD Restricted Stock reported in Column
(g) by $39.55, the closing market price of WebMD Common Stock on December 31, 2014.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Vesting schedule: 25% of the original amount granted on each of the first, second, third and fourth anniversaries of the date of the grant.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Vesting schedule: 50% of the original amount granted on each of the first and second anniversaries of the date of the grant.
|--- | ----------------------------------------------------------------------------------------------------------------------------



|(6) | Vesting schedule: 1/3 of the original amount granted on each of the first, second and third anniversaries of the date of the grant.
|--- | -----------------------------------------------------------------------------------------------------------------------------------



|(7) | Vesting schedule: 1/3 of the original amount granted on each of the second, third and fourth anniversaries of the date of grant.
|--- | --------------------------------------------------------------------------------------------------------------------------------



|(8) | All shares outstanding are scheduled to vest on May 8, 2016.
|--- | ------------------------------------------------------------



|(9) | All shares outstanding are scheduled to vest on March 1, 2016.
|--- | --------------------------------------------------------------

Additional Information Regarding Awards.    Each option to purchase WebMD Common Stock listed in the table above was granted under the 2005 Plan. All such option grants
to Named Executive Officers were made with a per-share exercise price equal to the fair market value of a share of WebMD Common Stock on the grant date. For these purposes, and in accordance with the terms of the 2005 Plan and WebMDs option
grant practices, the fair market value is equal to the closing price of a share of WebMD Common Stock on the Nasdaq Global Select Market on the grant date. Once vested, each such stock option will generally remain exercisable until its normal
expiration date. For information regarding the effect on the vesting and exercisability of these stock options as a result of the death, disability or termination of employment of a Named Executive Officer or a change of control of WebMD, see
Potential Payments and Other Benefits Upon Termination of Employment or a Change of Control and Employment Agreements with Named Executive Officers below. If a Named Executive Officers employment were terminated for
cause, outstanding stock options (whether vested or unvested) would immediately terminate.

Each share of WebMD Restricted
Stock listed in the table above was granted under the 2005 Plan. Grants of shares of WebMD Restricted Stock are subject to certain restrictions, including restrictions on transferability, until they vest. For information regarding the effect on the
vesting of these shares of WebMD Restricted Stock as a result of the death, disability or termination of employment of a Named Executive Officer or a change of control of WebMD, see Potential Payments and Other Benefits Upon Termination of
Employment or a Change of Control and Employment Agreements with Named Executive Officers below. If a Named Executive Officers employment were terminated for cause, unvested shares of WebMD Restricted Stock would be
forfeited. Prior to vesting, holders of shares of WebMD Restricted Stock have voting power with respect to those shares, but do not have the right to receive dividends, if any, that are declared on those shares.

The 2005 Plan is administered by the Compensation Committee of the WebMD Board. The Compensation Committee has authority to interpret the
plan provisions and make all required determinations under the 2005 Plan. This authority includes making required proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as reorganizations, mergers and
stock splits, and making provision to ensure that any tax withholding obligations incurred in respect of awards are satisfied. Awards granted under the 2005 Plan are generally transferable only to a beneficiary of a plan participant upon his or her
death or to certain family members or family trusts. However, the Compensation Committee may establish procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable laws.



29



---

Option Exercises and Stock Vested in 2014

The following table presents information regarding the exercise of options to purchase WebMD Common Stock by our Named Executive Officers
during 2014, and regarding the vesting during 2014 of WebMD Restricted Stock. Please note that the amounts reported for Value Realized in Columns (c) and (e) represent gain over a period of years; we do not consider all such
gain to be 2014 compensation and, under applicable SEC rules, none of such gain is included in 2014 compensation in the Summary Compensation Table.



|                   |  |                                         |         |  |                                 |  |            |                                        |  |  |                                |  |  |  |           | 
|------------------ |  | --------------------------------------- | ------- |  | ------------------------------- |  | ---------- | -------------------------------------- |  |  | ------------------------------ |  |  |  | --------- | 
|(a)                |  | (b)                                     |         |  | (c)                             |  |            | (d)                                    |  |  | (e)                            | 
|                   |  | Option Awards                           |         |  | Stock Awards                    | 
|Name               |  | Number of SharesAcquired on Exercise(#) |         |  | Value Realizedon Exercise($)(1) |  |            | Number of SharesAcquired on Vesting(#) |  |  | Value Realizedon Vesting($)(2) | 
|David J. Schlanger |  |                                         | 82,500  |  |                                 |  | 2,236,300  |                                        |  |  | 25,250                         |  |  |  | 1,114,515 | 
|Peter Anevski      |  |                                         | 85,000  |  |                                 |  | 2,456,775  |                                        |  |  | 16,250                         |  |  |  | 683,485   | 
|Michael B. Glick   |  |                                         | 35,000  |  |                                 |  | 1,055,500  |                                        |  |  | 10,250                         |  |  |  | 440,170   | 
|Douglas W. Wamsley |  |                                         | 60,000  |  |                                 |  | 1,753,700  |                                        |  |  | 10,500                         |  |  |  | 483,120   | 
|Martin J. Wygod    |  |                                         | 461,656 |  |                                 |  | 10,722,745 |                                        |  |  | 66,967                         |  |  |  | 2,973,889 | 
|Steven Zatz, M.D.  |  |                                         | 90,000  |  |                                 |  | 2,591,000  |                                        |  |  | 28,000                         |  |  |  | 1,293,770 | 



|(1) | The dollar amounts shown in Column (c) above for option awards are determined by multiplying (i) the number of shares for which the option was exercised by
(ii) the difference between (1) the per-share closing price of WebMD Common Stock on the date of exercise (or, for any shares sold on the date of exercise, the actual sale price received) and (2) the exercise price of the options.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | The dollar amounts shown in Column (e) above for stock awards are determined by multiplying the number of shares that vested by the per-share closing price of
WebMD Common Stock on the vesting date.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Potential Payments and Other Benefits Upon Termination of Employment or a Change of
Control

Background and Assumptions.    In this section, we provide tables containing
estimates (rounded to the nearest $1,000) of (a) amounts that may become payable to our Named Executive Officers as a result of a termination of employment under specific circumstances or as a result of a change of control and (b) the
value of other benefits they may become entitled to receive as a result of such termination or change of control under employment agreements and equity grant agreements. For a general discussion of matters relating to compensation that may become
payable by WebMD after termination of employment or a change of control, see Compensation Discussion and Analysis  Compensation Following Termination of Employment or a Change of Control above, and for a detailed description of the
applicable provisions of the employment agreements of our Named Executive Officers, see Employment Agreements with Named Executive Officers below. Under those agreements, the amount and types of payment and other benefits vary depending
on whether the termination is as a result of death or disability, is with or without cause, is a resignation with or without good reason and/or is in connection with a change of control. The terms used in the tables have the meanings given to them
in each Named Executive Officers employment agreement, as described under Employment Agreements with Named Executive Officers below. In estimating, solely for purposes of the tables below, the amount of any potential payments to
Named Executive Officers and the value of other benefits they may become entitled to receive:



| |  |  | We have assumed, as prescribed by applicable SEC rules, that the applicable triggering event (i.e., termination of employment or change of control)
occurred on December 31, 2014 and, accordingly, we have used
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a price per share of WebMD Common Stock of $39.55 (the closing price per share on that date), including in calculating the value of Restricted Stock
and the amount realizable from exercise of options to purchase WebMD Common Stock, and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the employment agreement terms and annual salary rate in effect, for the respective Named Executive Officers, on that date.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



30



---

| |  |  | We have treated the right to continue to vest in options after termination as if the vesting had accelerated to December 31, 2014.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have assumed that, as of December 31, 2014, any required transition periods, following a Change of Control, before a Named Executive Officer
can resign for Good Reason (or otherwise unilaterally resign) have been met and that the Named Executive Officer is entitled, as of December 31, 2014, to any cash payments, any continuation of vesting and exercisability of options, any
acceleration of vesting of restricted stock and any other benefits as if the transition period had already been completed.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The amount of the bonus for 2014 to be included in or otherwise used to determine Cash Severance for purposes of these tables is the larger
of: (a) the actual amount for 2014 (including both the cash bonus and the SBP Contribution), even though it was not determined until February 2015; and (b) the bonus amount that would have been payable for 2014 under the applicable
employment agreement upon a termination as of December 31, 2014.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the column entitled Permanent Disability or Death, the amounts reflect provisions contained in certain employment agreements and the
fact that WebMDs equity plans generally provide for acceleration of vesting of awards in the event of a termination of employment as a result of death or disability. In addition, the Supplemental Bonus Plan provides that any award thereunder
will be paid in the event of a termination as a result of death or disability.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the row entitled Health and Welfare Benefits Continuation in each of the tables in this section, the amounts are based upon the current
cost to our company of these benefits per employee (with an estimate for individual coverage after expiration of the applicable COBRA period for Mr. Wygod) and are net of amounts that the executives would continue to be responsible for. Under
his employment agreement, Mr. Wygod is eligible to continue to participate in our health and welfare plans (or comparable plans) for three years. For Messrs. Schlanger, Anevski, Wamsley and Glick and Dr. Zatz, we include only the COBRA
premium that would have applied upon a termination on December 31, 2014. In addition, we have not made any reduction in the applicable amounts included in the tables below to reflect the fact that the obligation to continue benefits or
reimbursement ceases in the event the executive becomes eligible for comparable coverage with a subsequent employer.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | For purposes of calculating amounts payable upon termination without cause following a change of control of WebMD, we have treated Supplemental Bonus
Plan awards held in the Supplemental Bonus Trust as of December 31, 2014 as payable to participants in accordance with the terms of their respective employment agreements and the Supplemental Bonus Plan.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have assumed that the Named Executive Officers have no accrued and unused vacation on December 31, 2014.
| | - |  | -----------------------------------------------------------------------------------------------------------

If the benefits payable to Mr. Wygod in connection with a change of control would be considered an excess parachute payment under
Section 280G and subject to the excise tax imposed under Section 4999 of the Code (which we refer to as the Section 280G Excise Tax), WebMD has agreed to make an additional payment to him so that the net amount of such payment (after
taxes) that he receives is sufficient to pay the Section 280G Excise Tax due. We note that the determination of whether a payment is a parachute payment is a facts and circumstances test. For purposes of the tables below, we have
calculated the Section 280G Excise Tax (and related gross-up payment, if any) on the basis of IRS regulations and Rev. Proc. 2003-68 and have assumed that Mr. Wygods outstanding equity awards would be accelerated and terminated in
exchange for a cash payment upon the change of control. The value of this acceleration (and thus the amount of the additional payment) would be slightly higher if the accelerated awards were assumed by the acquiring company rather than terminated
upon the transaction. For purposes other than calculating the Section 280G Excise Tax, we have calculated the value of any option or stock award that may be accelerated in connection with a change of control to be the amount Mr. Wygod can
realize from such award as of December 31, 2014: for options, that is the market price of the shares that would be received upon exercise, less the applicable exercise price; and for restricted stock, that is the market value of the shares that
would vest. No other Named Executive Officer has the right to receive any tax gross-up payments from WebMD.



31



---

Tables. Assuming employment was terminated on December 31, 2014 for the
respective Named Executive Officers, the following tables provide information regarding the estimated value, using the methodologies and assumptions described above, of the payments and benefits they would be entitled to receive.

David J. Schlanger



|                                         |  |                                      |           |  |                                                           |  |           |                           |  |  |                             |  |  |                                   |           |  |                                      |  |     |                                                                                           |  |  |           |  |  |  |           | 
|---------------------------------------- |  | ------------------------------------ | --------- |  | --------------------------------------------------------- |  | --------- | ------------------------- |  |  | --------------------------- |  |  | --------------------------------- | --------- |  | ------------------------------------ |  | --- | ----------------------------------------------------------------------------------------- |  |  | --------- |  |  |  | --------- | 
|Executive Benefits andPayments           |  | VoluntaryTerminationfor GoodReason |           |  | VoluntaryTerminationin Connectionwith aChange ofControl |  |           | OtherVoluntaryTermination |  |  | PermanentDisabilityor Death |  |  | InvoluntaryTerminationfor Cause |           |  | InvoluntaryTerminationwithoutCause |  |     | Termination ofEmploymentwithout Cause orfor Good 
ReasonFollowing aChange ofControl | 
|Cash Severance                           |  |                                      | 1,150,000 |  |                                                           |  | 1,150,000 |                           |  |  | -0-                         |  |  |                                   | 165,000   |  |                                      |  | -0- |                                                                                           |  |  | 1,150,000 |  |  |  | 1,315,000 | 
|Stock Options                            |  |                                      | -0-       |  |                                                           |  | 1,900,000 |                           |  |  | -0-                         |  |  |                                   | 1,900,000 |  |                                      |  | -0- |                                                                                           |  |  | -0-       |  |  |  | 1,900,000 | 
|Restricted Stock                         |  |                                      | -0-       |  |                                                           |  | 2,274,000 |                           |  |  | -0-                         |  |  |                                   | 2,432,000 |  |                                      |  | -0- |                                                                                           |  |  | -0-       |  |  |  | 2,274,000 | 
|Health and Welfare Benefits Continuation |  |                                      | 16,000    |  |                                                           |  | 16,000    |                           |  |  | -0-                         |  |  |                                   | -0-       |  |                                      |  | -0- |                                                                                           |  |  | 16,000    |  |  |  | 16,000    | 
|280G Tax Gross-Up                        |  |                                      | N/A       |  |                                                           |  | N/A       |                           |  |  | N/A                         |  |  |                                   | N/A       |  |                                      |  | N/A |                                                                                           |  |  | N/A       |  |  |  | N/A       | 
|Other                                    |  |                                      | -0-       |  |                                                           |  | -0-       |                           |  |  | -0-                         |  |  |                                   | -0-       |  |                                      |  | -0- |                                                                                           |  |  | -0-       |  |  |  | -0-       | 
|TOTAL                                    |  |                                      | 1,166,000 |  |                                                           |  | 5,340,000 |                           |  |  | -0-                         |  |  |                                   | 4,497,000 |  |                                      |  | -0- |                                                                                           |  |  | 1,166,000 |  |  |  | 5,505,000 | 

Peter Anevski



|                                         |  |                                      |         |  |                                                           |  |     |                           |  |  |                             |  |  |                                   |           |  |                                      |  |     |                                                                                           |  |  |         |  |  |  |           | 
|---------------------------------------- |  | ------------------------------------ | ------- |  | --------------------------------------------------------- |  | --- | ------------------------- |  |  | --------------------------- |  |  | --------------------------------- | --------- |  | ------------------------------------ |  | --- | ----------------------------------------------------------------------------------------- |  |  | ------- |  |  |  | --------- | 
|Executive Benefits andPayments           |  | VoluntaryTerminationfor GoodReason |         |  | VoluntaryTerminationin Connectionwith aChange ofControl |  |     | OtherVoluntaryTermination |  |  | PermanentDisabilityor Death |  |  | InvoluntaryTerminationfor Cause |           |  | InvoluntaryTerminationwithoutCause |  |     | Termination ofEmploymentwithout Cause orfor Good 
ReasonFollowing aChange ofControl | 
|Cash Severance                           |  |                                      | 850,000 |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | 148,000   |  |                                      |  | -0- |                                                                                           |  |  | 850,000 |  |  |  | 998,000   | 
|Stock Options                            |  |                                      | -0-     |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | 684,000   |  |                                      |  | -0- |                                                                                           |  |  | -0-     |  |  |  | 401,000   | 
|Restricted Stock                         |  |                                      | -0-     |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | 1,879,000 |  |                                      |  | -0- |                                                                                           |  |  | -0-     |  |  |  | 791,000   | 
|Health and Welfare Benefits Continuation |  |                                      | 17,000  |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | -0-       |  |                                      |  | -0- |                                                                                           |  |  | 17,000  |  |  |  | 17,000    | 
|280G Tax Gross-Up                        |  |                                      | N/A     |  |                                                           |  | N/A |                           |  |  | N/A                         |  |  |                                   | N/A       |  |                                      |  | N/A |                                                                                           |  |  | N/A     |  |  |  | N/A       | 
|Other                                    |  |                                      | -0-     |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | -0-       |  |                                      |  | -0- |                                                                                           |  |  | -0-     |  |  |  | -0-       | 
|TOTAL                                    |  |                                      | 867,000 |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | 2,711,000 |  |                                      |  | -0- |                                                                                           |  |  | 867,000 |  |  |  | 2,207,000 | 



32



---

Michael B. Glick



|                                         |  |                                      |         |  |                                                           |  |     |                           |  |  |                             |  |  |                                   |           |  |                                      |  |     |                                                                                           |  |  |         |  |  |  |           | 
|---------------------------------------- |  | ------------------------------------ | ------- |  | --------------------------------------------------------- |  | --- | ------------------------- |  |  | --------------------------- |  |  | --------------------------------- | --------- |  | ------------------------------------ |  | --- | ----------------------------------------------------------------------------------------- |  |  | ------- |  |  |  | --------- | 
|Executive Benefits andPayments           |  | VoluntaryTerminationfor GoodReason |         |  | VoluntaryTerminationin Connectionwith aChange ofControl |  |     | OtherVoluntaryTermination |  |  | PermanentDisabilityor Death |  |  | InvoluntaryTerminationfor Cause |           |  | InvoluntaryTerminationwithoutCause |  |     | Termination ofEmploymentwithout Cause orfor Good 
ReasonFollowing aChange ofControl | 
|Cash Severance                           |  |                                      | 550,000 |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | 70,000    |  |                                      |  | -0- |                                                                                           |  |  | 550,000 |  |  |  | 620,000   | 
|Stock Options                            |  |                                      | -0-     |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | 139,000   |  |                                      |  | -0- |                                                                                           |  |  | -0-     |  |  |  | 23,000    | 
|Restricted Stock                         |  |                                      | -0-     |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | 1,028,000 |  |                                      |  | -0- |                                                                                           |  |  | -0-     |  |  |  | 396,000   | 
|Health and Welfare Benefits Continuation |  |                                      | 1,000   |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | -0-       |  |                                      |  | -0- |                                                                                           |  |  | 1,000   |  |  |  | 1,000     | 
|280G Tax Gross-Up                        |  |                                      | N/A     |  |                                                           |  | N/A |                           |  |  | N/A                         |  |  |                                   | N/A       |  |                                      |  | N/A |                                                                                           |  |  | N/A     |  |  |  | N/A       | 
|Other                                    |  |                                      | -0-     |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | -0-       |  |                                      |  | -0- |                                                                                           |  |  | -0-     |  |  |  | -0-       | 
|TOTAL                                    |  |                                      | 551,000 |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | 1,237,000 |  |                                      |  | -0- |                                                                                           |  |  | 551,000 |  |  |  | 1,040,000 | 

Douglas W. Wamsley



|                                         |  |                                      |         |  |                                                           |  |     |                           |  |  |                             |  |  |                                   |           |  |                                      |  |     |                                                                                           |  |  |         |  |  |  |           | 
|---------------------------------------- |  | ------------------------------------ | ------- |  | --------------------------------------------------------- |  | --- | ------------------------- |  |  | --------------------------- |  |  | --------------------------------- | --------- |  | ------------------------------------ |  | --- | ----------------------------------------------------------------------------------------- |  |  | ------- |  |  |  | --------- | 
|Executive Benefits andPayments           |  | VoluntaryTerminationfor GoodReason |         |  | VoluntaryTerminationin Connectionwith aChange ofControl |  |     | OtherVoluntaryTermination |  |  | PermanentDisabilityor Death |  |  | InvoluntaryTerminationfor Cause |           |  | InvoluntaryTerminationwithoutCause |  |     | Termination ofEmploymentwithout Cause orfor Good 
ReasonFollowing aChange ofControl | 
|Cash Severance                           |  |                                      | 550,000 |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | 70,000    |  |                                      |  | -0- |                                                                                           |  |  | 550,000 |  |  |  | 620,000   | 
|Stock Options                            |  |                                      | -0-     |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | 122,000   |  |                                      |  | -0- |                                                                                           |  |  | -0-     |  |  |  | 77,000    | 
|Restricted Stock                         |  |                                      | -0-     |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | 910,000   |  |                                      |  | -0- |                                                                                           |  |  | -0-     |  |  |  | 396,000   | 
|Health and Welfare Benefits Continuation |  |                                      | 17,000  |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | -0-       |  |                                      |  | -0- |                                                                                           |  |  | 17,000  |  |  |  | 17,000    | 
|280G Tax Gross-Up                        |  |                                      | N/A     |  |                                                           |  | N/A |                           |  |  | N/A                         |  |  |                                   | N/A       |  |                                      |  | N/A |                                                                                           |  |  | N/A     |  |  |  | N/A       | 
|Other                                    |  |                                      | -0-     |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | -0-       |  |                                      |  | -0- |                                                                                           |  |  | -0-     |  |  |  | -0-       | 
|TOTAL                                    |  |                                      | 567,000 |  |                                                           |  | -0- |                           |  |  | -0-                         |  |  |                                   | 1,102,000 |  |                                      |  | -0- |                                                                                           |  |  | 567,000 |  |  |  | 1,110,000 | 



33



---

Martin J. Wygod



|                                         |  |                                      |            |  |                                                           |  |            |                           |  |  |                             |  |  |                                   |            |  |                                      |  |     |                                                                                           |  |  |            |  |  |  |            | 
|---------------------------------------- |  | ------------------------------------ | ---------- |  | --------------------------------------------------------- |  | ---------- | ------------------------- |  |  | --------------------------- |  |  | --------------------------------- | ---------- |  | ------------------------------------ |  | --- | ----------------------------------------------------------------------------------------- |  |  | ---------- |  |  |  | ---------- | 
|Executive Benefits
andPayments(1)        |  | VoluntaryTerminationfor GoodReason |            |  | VoluntaryTerminationin Connectionwith aChange ofControl |  |            | OtherVoluntaryTermination |  |  | PermanentDisability orDeath |  |  | InvoluntaryTerminationfor Cause |            |  | InvoluntaryTerminationwithoutCause |  |     | Termination ofEmploymentwithout Cause orfor Good 
ReasonFollowing aChange ofControl | 
|Cash Severance(2)                        |  |                                      | 5,725,000  |  |                                                           |  | 5,895,000  |                           |  |  | 5,725,000                   |  |  |                                   | 5,895,000  |  |                                      |  | -0- |                                                                                           |  |  | 5,725,000  |  |  |  | 5,895,000  | 
|Stock Options                            |  |                                      | 930,000    |  |                                                           |  | 930,000    |                           |  |  | -0-                         |  |  |                                   | 930,000    |  |                                      |  | -0- |                                                                                           |  |  | 930,000    |  |  |  | 930,000    | 
|Restricted Stock                         |  |                                      | 4,873,000  |  |                                                           |  | 4,873,000  |                           |  |  | -0-                         |  |  |                                   | 4,873,000  |  |                                      |  | -0- |                                                                                           |  |  | 4,873,000  |  |  |  | 4,873,000  | 
|Health and Welfare Benefits Continuation |  |                                      | 51,000     |  |                                                           |  | 51,000     |                           |  |  | 51,000                      |  |  |                                   | 51,000     |  |                                      |  | -0- |                                                                                           |  |  | 51,000     |  |  |  | 51,000     | 
|280G Tax Gross-Up(3)                     |  |                                      | -0-        |  |                                                           |  | -0-        |                           |  |  | -0-                         |  |  |                                   | -0-        |  |                                      |  | -0- |                                                                                           |  |  | -0-        |  |  |  | -0-        | 
|Other                                    |  |                                      | -0-        |  |                                                           |  | -0-        |                           |  |  | -0-                         |  |  |                                   | -0-        |  |                                      |  | -0- |                                                                                           |  |  | -0-        |  |  |  | -0-        | 
|TOTAL                                    |  |                                      | 11,579,000 |  |                                                           |  | 11,749,000 |                           |  |  | 5,776,000                   |  |  |                                   | 11,749,000 |  |                                      |  | -0- |                                                                                           |  |  | 11,579,000 |  |  |  | 11,749,000 | 





|(1) | As more fully described under Employment Agreements with Named Executive Officers  Martin J. Wygod below, in connection with the Merger of HLTH and
WebMD in 2009, 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 consists of salary and bonus for three years, with (a) the annual salary amount being $975,000, the salary in effect immediately prior to the
Merger and (b) the annual bonus amount being $933,333, determined by averaging the bonus amounts received by Mr. Wygod for the three years prior to the Merger.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | We have assumed, solely for purposes of preparing this table, that the salary continuation portion of the severance is the only portion of the benefits that constitutes
reasonable compensation for the restrictive covenants to which the executive is bound following the termination of employment. Accordingly, we have not treated the salary continuation portion as a parachute payment for purposes of
Section 280G. Such assumption may change at the time of an actual change of control.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Steven Zatz,
M.D.



|                                         |  |                                      |           |  |                                                           |  |           |                           |  |  |                             |  |  |                                   |           |  |                                      |  |     |                                                                                          |  |  |           |  |  |  |           | 
|---------------------------------------- |  | ------------------------------------ | --------- |  | --------------------------------------------------------- |  | --------- | ------------------------- |  |  | --------------------------- |  |  | --------------------------------- | --------- |  | ------------------------------------ |  | --- | ---------------------------------------------------------------------------------------- |  |  | --------- |  |  |  | --------- | 
|Executive Benefits andPayments           |  | VoluntaryTerminationfor GoodReason |           |  | VoluntaryTerminationin Connectionwith aChange ofControl |  |           | OtherVoluntaryTermination |  |  | PermanentDisabilityor Death |  |  | InvoluntaryTerminationfor Cause |           |  | InvoluntaryTerminationwithoutCause |  |     | Termination ofEmploymentwithout Cause orfor Good
ReasonFollowing aChange ofControl | 
|Cash Severance                           |  |                                      | 1,125,000 |  |                                                           |  | 1,125,000 |                           |  |  | -0-                         |  |  |                                   | 157,000   |  |                                      |  | -0- |                                                                                          |  |  | 1,125,000 |  |  |  | 1,282,000 | 
|Stock Options                            |  |                                      | -0-       |  |                                                           |  | 1,439,000 |                           |  |  | -0-                         |  |  |                                   | 1,439,000 |  |                                      |  | -0- |                                                                                          |  |  | -0-       |  |  |  | 1,439,000 | 
|Restricted Stock                         |  |                                      | -0-       |  |                                                           |  | 1,879,000 |                           |  |  | -0-                         |  |  |                                   | 1,997,000 |  |                                      |  | -0- |                                                                                          |  |  | -0-       |  |  |  | 1,879,000 | 
|Health and Welfare Benefits Continuation |  |                                      | 17,000    |  |                                                           |  | 17,000    |                           |  |  | -0-                         |  |  |                                   | -0-       |  |                                      |  | -0- |                                                                                          |  |  | 17,000    |  |  |  | 17,000    | 
|280G Tax Gross-Up                        |  |                                      | N/A       |  |                                                           |  | N/A       |                           |  |  | N/A                         |  |  |                                   | N/A       |  |                                      |  | N/A |                                                                                          |  |  | N/A       |  |  |  | N/A       | 
|Other                                    |  |                                      | -0-       |  |                                                           |  | -0-       |                           |  |  | -0-                         |  |  |                                   | -0-       |  |                                      |  | -0- |                                                                                          |  |  | -0-       |  |  |  | -0-       | 
|TOTAL                                    |  |                                      | 1,142,000 |  |                                                           |  | 4,460,000 |                           |  |  | -0-                         |  |  |                                   | 3,593,000 |  |                                      |  | -0- |                                                                                          |  |  | 1,142,000 |  |  |  | 4,617,000 | 



34



---

Employment Agreements with Named Executive Officers

The following are summaries of the employment agreements with our Named Executive Officers. The agreements provide the general framework
and some of the specific terms for the compensation of the Named Executive Officers. Approval of the Compensation Committee is required prior to WebMD entering into employment agreements with its executive officers or any amendments to those
agreements. However, many of the decisions relating to the compensation of our Named Executive Officers for a specific year made by the Compensation Committee are implemented without changes to the general terms of employment set forth in those
agreements. With respect to 2014, those decisions and their implementation are discussed earlier in this Executive Compensation section.

Some of the employment agreement summaries below refer to the definition of Change of Control used in the 2005 Plan. That definition is described in Item 10 above under the heading
Non-Employee Director Compensation  Option Grants.

David J. Schlanger

WebMD entered into an employment agreement with Mr. Schlanger, effective in May 2013 when Mr. Schlanger became Interim Chief
Executive Officer of WebMD, and it was amended on August 11, 2013 when he became Chief Executive Officer. The following is a description of Mr. Schlangers employment agreement with WebMD, as amended:



| |  |  | Mr. Schlangers base salary rate is $525,000 per year. No change has been made to this rate since it was set in August 2013.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | Mr. Schlangers target bonus is 150% of his base salary, with the actual amount of any such bonus to be determined by the Compensation
Committee in its discretion. In February 2015, the Compensation Committee approved a 2014 annual bonus of $437,500 for Mr. Schlanger, which was paid to him in March 2015. In addition, the Compensation Committee approved a 2014 SBP Contribution
of $187,500 for Mr. Schlanger. For addition information, see Compensation Discussion and Analysis  Use of Specific Types of Compensation for 2014  2014 Bonuses and Supplemental Bonus Plan Contributions above.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No grants of options or WebMD Restricted Stock were made to Mr. Schlanger in 2014. On March 25, 2015, the Compensation Committee granted to
Mr. Schlanger 40,000 shares of WebMD Restricted Stock and options to purchase 80,000 shares of WebMD Common Stock with an exercise price of $42.99 per share, the closing price of WebMD Common Stock on March 25, 2015, the date of grant. The
options are scheduled to expire on the tenth anniversary of the date of grant. For the grants of both the WebMD Restricted Stock and the options, one-half of the amount granted is scheduled to vest on each of the second and third anniversaries of
the date of grant. For information regarding prior grants to Mr. Schlanger, see Executive Compensation Tables above.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Under the employment agreement, in the event of a termination of Mr. Schlangers employment by WebMD without Cause or by him for Good Reason,
he would be entitled to: continue to receive his base salary for one year from the date of termination; receive certain amounts in respect of COBRA premiums until the earlier of one year following his termination and the date upon which he receives
comparable coverage under another plan; and if the date of termination is on or after July 1 of any year and before bonuses for that year are paid, to receive the bonus he would have received for that year, payable at the time bonuses for that
year are paid to other executives. In addition, if the termination by WebMD without Cause or the resignation by him for Good Reason occurs following a Change of Control of WebMD or if Mr. Schlanger resigns after one year following a Change of
Control, the WebMD Restricted Stock granted to him in 2013 and all options to purchase WebMD Common Stock granted to him that were outstanding as of August 11, 2013 (including the grant made to him on that date, as described above) would be
deemed fully vested and the options would remain outstanding for one year from the date of termination.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



35



---

| |  |  | With respect to the grants of WebMD Restricted Stock and of options to purchase WebMD Common Stock made to Mr. Schlanger on March 25, 2015,
those grants would be deemed fully vested on the date of termination and the options would remain outstanding for the remainder of their term, but only if there was a termination by WebMD without Cause or by Mr. Schlanger for Good Reason after
a Change of Control. Accelerated vesting of the March 25, 2015 grants will not occur upon a resignation by Mr. Schlanger following a Change in Control unless that resignation is for Good Reason (as defined in his employment
agreement and described below).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In addition, if the termination by WebMD without Cause or the resignation by him for Good Reason occurs following a Change of Control of WebMD,
Mr. Schlanger shall be entitled to receive the Supplemental Bonus Plan contribution made by WebMD on his behalf for the most recent year, if not previously distributed to him.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | For purposes of the employment agreement:
| | - |  | -----------------------------------------



| |  |  | Change of Control has the same definition used in the 2005 Plan;
| | - |  | ------------------------------------------------------------------



| |  |  | Cause includes (i) continued willful failure to perform duties after 30 days written notice, (ii) willful misconduct or violence
or threat of violence that would harm WebMD, (iii) a breach of a material WebMD policy, the employment agreement or the Trade Secret and Proprietary Information Agreement (as described below) that remains unremedied after 30 days written
notice, or (iv) conviction of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Good Reason means resignation of employment within one year of the occurrence of any of the following conditions or events: (i) a
material reduction in base salary, (ii) WebMD removing Mr. Schlanger from the position of Chief Executive Officer (except on or following a Change of Control, so long as he is working on the transition or in a senior capacity), or
(iii) any material breach of the employment agreement by WebMD; provided that Mr. Schlanger has provided written notice to WebMD within 90 days after the occurrence of such condition or event claimed to be Good Reason and WebMD has failed
to remedy such condition or event within 30 days of receipt of such written notice.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mr. Schlanger is
also a party to a related Trade Secret and Proprietary Information Agreement that contains confidentiality obligations that survive indefinitely. The agreement also includes non-solicitation provisions that prohibit him from hiring WebMDs
employees or soliciting any of WebMDs clients or customers with whom he had a relationship during the time he was employed by WebMD, and non-competition provisions that prohibit him from being involved in a business that competes with
WebMDs business or that competes with any other business engaged in by any affiliates of WebMD if he is directly involved in such business. The non-solicitation and non-competition obligations end on the first anniversary of the date his
employment ceases. The post-employment payments and benefits that may be due would be subject to Mr. Schlangers compliance with the restrictive covenants applicable to him under the employment agreement and the Trade Secret and
Proprietary Information Agreement.

Peter Anevski

In connection with Mr. Anevski becoming Chief Financial Officer of WebMD in May 2013, the Compensation Committee approved the terms
of a new employment agreement between WebMD and Mr. Anevski. The following is a description of Mr. Anevskis employment agreement with WebMD:



| |  |  | Mr. Anevskis base salary rate is $425,000 per year. No change has been made to this rate since it was set in May 2013.
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | Mr. Anevskis target bonus is 100% of his base salary, with the actual amount of any such bonus to be determined by the Compensation
Committee in its discretion. In February 2015, the Compensation Committee approved a 2014 annual bonus of $297,500 for Mr. Anevski, which was paid to him in March 2015. In addition, the Compensation Committee approved a 2014 SBP Contribution of
$127,500 for
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



36



---

| | Mr. Anevski. For addition information, see Compensation Discussion and Analysis  Use of Specific Types of Compensation for 2014  2014 Bonuses and Supplemental Bonus Plan
Contributions above.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No grants of options or WebMD Restricted Stock were made to Mr. Anevski in 2014. On March 25, 2015, the Compensation Committee granted to
Mr. Anevski 40,000 shares of WebMD Restricted Stock and options to purchase 80,000 shares of WebMD Common Stock with an exercise price of $42.99 per share, the closing price of WebMD Common Stock on March 25, 2015, the date of grant. The
options are scheduled to expire on the tenth anniversary of the date of grant. For the grants of both the WebMD Restricted Stock and the options, one-half of the amount granted is scheduled to vest on each of the second and third anniversaries of
the date of grant. For information regarding prior grants to Mr. Anevski, see Executive Compensation Tables above.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Under the employment agreement, in the event of a termination of Mr. Anevskis employment by WebMD without Cause or by him for Good Reason,
Mr. Anevski would be entitled to: continue to receive his base salary for one year from the date of termination; receive certain amounts in respect of COBRA premiums until the earlier of one year following his termination and the date upon
which he receives comparable coverage under another plan; and if the date of termination is on or after December 31 but prior to bonuses being paid for the completed year, to receive any earned but unpaid bonus at the time bonuses for that year
are paid to other executives. If such termination occurs following a Change of Control (as defined in the 2005 Plan) of WebMD, he would also be entitled to the following:
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the remaining unvested portion, as of the date of termination, of the WebMD Restricted Stock granted to him on May 8, 2013 and March 25, 2015
would vest in full upon such termination and the WebMD options granted to him on March 25, 2015 will also vest in full upon such termination and remain outstanding through the original 10 year term;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the option grant made to him on May 8, 2013 and any other options held at the date of termination (other than the options granted in 2015) would
continue to vest as scheduled through the next vesting date of such grant following the termination of his employment so long as such termination occurred within 12 months following the Change of Control;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the next scheduled vesting of the WebMD Restricted Stock granted to him on December 18, 2013 would be accelerated to the date of termination and
the options subject to the next scheduled vesting of the grant made to him on that date would remain outstanding and continue to vest until the scheduled vesting date; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Supplemental Bonus Plan contribution made by WebMD on his behalf for the most recent year, if not previously distributed to him.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | For purposes of the employment agreement:
| | - |  | -----------------------------------------



| |  |  | a Change of Control has the same definition used in the 2005 Plan.
| | - |  | --------------------------------------------------------------------



| |  |  | Cause includes (i) continued willful failure to perform duties after 30 days written notice, (ii) willful misconduct or violence
or threat of violence that would harm WebMD, (iii) a breach of a material WebMD policy, the employment agreement or the Trade Secret and Proprietary Information Agreement (as described below) that remains unremedied after 30 days written
notice, or (iv) conviction of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Good Reason means his resignation of employment within one year of the occurrence of any of the following conditions or events: (i) a
material reduction in base salary, (ii) a material reduction in authority, or (iii) any material breach of the employment agreement by WebMD; provided that he has provided written notice to WebMD within 90 days after the occurrence of such
condition or event claimed to be Good Reason and WebMD has failed to remedy such condition or event within 30 days of receipt of such written notice.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mr. Anevski is also a party to a related Trade Secret and Proprietary Information Agreement that contains confidentiality obligations that survive indefinitely. The agreement also includes
non-solicitation provisions that



37



---

prohibit him from hiring WebMDs employees or soliciting any of WebMDs clients or customers with whom he had a relationship during the time he was employed by WebMD, and
non-competition provisions that prohibit him from being involved in a business that competes with WebMDs business or that competes with any other business engaged in by any affiliates of WebMD if he is directly involved in such business. The
non-solicitation and non-competition obligations end on the first anniversary of the date his employment ceases. The post-employment payments and benefits that may be due would be subject to Mr. Anevskis compliance with the restrictive
covenants applicable to him under the employment agreement and the Trade Secret and Proprietary Information Agreement.

Michael B. Glick

We are party to an employment agreement with Michael Glick, which was entered into on February 11, 2011, and amended on March 5, 2013. Mr. Glick began serving as Executive Vice
President and Co-General Counsel in May 2012. The following is a description of Mr. Glicks employment agreement with us, as amended:



| |  |  | Mr. Glicks base salary rate is $350,000 per year. No change has been made to this rate since March 2013.
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | Mr. Glicks target bonus is 43% of his base salary, with the actual amount of any such bonus to be determined by the Compensation Committee
in its discretion. In February 2015, the Compensation Committee approved a 2014 annual bonus of $140,000 for Mr. Glick, which was paid to him in March 2015. In addition, the Compensation Committee approved a 2014 SBP Contribution of $60,000 for
Mr. Glick. For addition information, see Compensation Discussion and Analysis  Use of Specific Types of Compensation for 2014  2014 Bonuses and Supplemental Bonus Plan Contributions above.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No grants of options or WebMD Restricted Stock were made to Mr. Glick in 2014. On March 25, 2015, the Compensation Committee granted to
Mr. Glick 16,000 shares of WebMD Restricted Stock and options to purchase 42,500 shares of WebMD Common Stock with an exercise price of $42.99 per share, the closing price of WebMD Common Stock on March 25, 2015, the date of grant. The
options are scheduled to expire on the tenth anniversary of the date of grant. For the grants of both the WebMD Restricted Stock and the options, one-half of the amount granted is scheduled to vest on each of the second and third anniversaries of
the date of grant. For information regarding prior grants to Mr. Glick, see Executive Compensation Tables above.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Under the employment agreement, in the event of a termination of Mr. Glicks employment by WebMD without Cause or by him for Good Reason,
Mr. Glick would be entitled to: continue to receive his base salary for one year from the date of termination; receive certain amounts in respect of COBRA premiums until the earlier of one year following his termination and the date upon which
he receives comparable coverage under another plan; and if the date of termination is on or after July 1 of that year and before bonuses for that year are paid, to receive the bonus he would have received for that year, payable at the time
bonuses for that year are paid to other executives. If such termination occurs following a Change of Control (as defined in the 2005 Plan) of WebMD:
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the remaining unvested portion, as of the date of the termination, of the WebMD Restricted Stock granted to him on March 1, 2013 and
March 25, 2015 would vest in full upon such termination and the WebMD options granted to him on March 25, 2015 will also vest in full upon such termination and remain outstanding through the original 10 year term;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the next scheduled vesting of the WebMD Restricted Stock granted to him on December 18, 2013 would be accelerated to the date of termination and
the options subject to the next scheduled vesting of the grant made to him on that date would remain outstanding and continue to vest until the scheduled vesting date; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | he would be entitled to receive the Supplemental Bonus Plan contribution made by WebMD on his behalf for the most recent year, if not previously
distributed to him.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



38



---

| |  |  | For purposes of the employment agreement, the definitions of Change of Control, Cause and Good Reason are
substantially the same as those contained in Mr. Anevskis agreement described above, except that they reference Mr. Glicks position and responsibilities where applicable.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mr. Glick is also a party to a related Trade Secret and Proprietary Information Agreement that contains confidentiality obligations
that survive indefinitely. The agreement also includes non-solicitation provisions that prohibit him from hiring WebMDs employees or soliciting any of WebMDs clients or customers with whom he had a relationship during the time he was
employed by WebMD, and non-competition provisions that prohibit him from being involved in a business that competes with WebMDs business or that competes with any other business engaged in by any affiliates of WebMD if he is directly involved
in such business. The non-solicitation and non-competition obligations end on the first anniversary of the date his employment ceases. The post-employment payments and benefits that may be due would be subject to Mr. Glicks compliance
with the restrictive covenants applicable to him under the employment agreement and the Trade Secret and Proprietary Information Agreement.

Douglas W. Wamsley

We are party to an employment agreement with
Douglas Wamsley, which was entered into on July 14, 2005, and amended on each of December 14, 2008 and March 5, 2013. The following is a description of Mr. Wamsleys employment agreement with us, as amended:



| |  |  | Mr. Wamsleys base salary rate is $350,000 per year. No change has been made to this rate since March 2013.
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | Mr. Wamsleys target bonus is 43% of his base salary, with the actual amount of any such bonus to be determined by the Compensation Committee
in its discretion. In February 2015, the Compensation Committee approved a 2014 annual bonus of $140,000 for Mr. Wamsley, which was paid to him in March 2015. In addition, the Compensation Committee approved a 2014 SBP Contribution of $60,000
for Mr. Wamsley. For addition information, see Compensation Discussion and Analysis  Use of Specific Types of Compensation for 2014  2014 Bonuses and Supplemental Bonus Plan Contributions above.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No grants of options or WebMD Restricted Stock were made to Mr. Wamsley in 2014. On March 25, 2015, the Compensation Committee granted to
Mr. Wamsley 16,000 shares of WebMD Restricted Stock and options to purchase 42,500 shares of WebMD Common Stock with an exercise price of $42.99 per share, the closing price of WebMD Common Stock on March 25, 2015, the date of grant. The
options are scheduled to expire on the tenth anniversary of the date of grant. For the grants of both the WebMD Restricted Stock and the options, one-half of the amount granted is scheduled to vest on each of the second and third anniversaries of
the date of grant. For information regarding prior grants to Mr. Wamsley, see Executive Compensation Tables above.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Under the employment agreement, in the event of a termination of Mr. Wamsleys employment by WebMD without Cause or by him for Good Reason,
Mr. Wamsley would be entitled to: continue to receive his base salary for one year from the date of termination; receive certain amounts in respect of COBRA premiums until the earlier of one year following his termination and the date upon
which he receives comparable coverage under another plan; and if the date of termination is on or after July 1 of that year and before bonuses for that year are paid, to receive the bonus he would have received for that year, payable at the
time bonuses for that year are paid to other executives. If such termination occurs following a Change of Control (as defined in the 2005 Plan) of WebMD:
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the WebMD options granted to him on July 23, 2011 would continue to vest as scheduled through the next vesting date of such grant following the
termination of employment;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the remaining unvested portion, as of the date of the termination, of the WebMD Restricted Stock granted to him on March 1, 2013 and
March 25, 2015 would vest in full upon such termination and the WebMD options granted to him on March 25, 2015 will also vest in full upon such termination and remain outstanding through the original 10 year term;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



39



---

| |  |  | the next scheduled vesting of the WebMD Restricted Stock granted to him on December 18, 2013 would be accelerated to the date of termination and
the options subject to the next scheduled vesting of the grant made to him on that date would remain outstanding and continue to vest until the scheduled vesting date; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | he would be entitled to receive the Supplemental Bonus Plan contribution made by WebMD on his behalf for the most recent year, if not previously
distributed to him.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | For purposes of the employment agreement, the definitions of Change of Control, Cause and Good Reason are
substantially the same as those contained in Mr. Anevskis agreement described above, except that they reference Mr. Wamsleys position and responsibilities where applicable.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mr. Wamsley is also a party to a related Trade Secret and Proprietary Information Agreement that contains confidentiality
obligations that survive indefinitely. The agreement also includes non-solicitation provisions that prohibit him from hiring WebMDs employees or soliciting any of WebMDs clients or customers with whom he had a relationship during the
time he was employed by WebMD, and non-competition provisions that prohibit him from being involved in a business that competes with WebMDs business or that competes with any other business engaged in by any affiliates of WebMD if he is
directly involved in such business. The non-solicitation and non-competition obligations end on the first anniversary of the date his employment ceases. The post-employment payments and benefits that may be due would be subject to
Mr. Wamsleys compliance with the restrictive covenants applicable to him under the employment agreement and the Trade Secret and Proprietary Information Agreement.

Martin J. Wygod

Mr. Wygod entered into an employment agreement
with HLTH dated as of August 3, 2005, which was amended on each of February 1, 2006, December 1, 2008 (the 2008 Amendment), December 29, 2008 and July 9, 2009 (the 2009 Amendment). WebMD assumed
the employment agreement upon the closing of the Merger in October 2009 and it has been further amended, since then, on September 21, 2011 and September 25, 2011. The following is a description of the employment agreement, as amended:



| |  |  | Mr. Wygods base salary rate is $490,000 per year. No change has been made to this rate since September 2011.
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | The amount of any bonus payable to Mr. Wygod is in the discretion of the WebMD Compensation Committee. In February 2015, the Compensation
Committee approved a 2014 annual bonus of $350,000 for Mr. Wygod, which was paid to him in March 2015. In addition, the Compensation Committee approved a 2014 SBP Contribution of $150,000 for Mr. Wygod. See Compensation Discussion
and Analysis  Use of Specific Types of Compensation for 2014  2014 Bonuses and Supplemental Bonus Plan Contributions above.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No grants of options or WebMD Restricted Stock were made to Mr. Wygod in 2014. On March 25, 2015, the Compensation Committee granted to
Mr. Wygod 60,000 shares of WebMD Restricted Stock. One-half of the amount granted is scheduled to vest on each of the second and third anniversaries of the date of grant. For information regarding prior
grants of WebMD Restricted Stock and options to purchase WebMD Common Stock made to Mr. Wygod, see Executive Compensation Tables above.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The 2008 Amendment extended the employment period, under the employment agreement, through December 31, 2012 and thereafter on a month-to-month
basis. A non-renewal by WebMD would be treated as a termination without Cause (as that term is described below) and have the consequences described below. 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. The
2009 Amendment also provided that Mr. Wygod would continue to have the right, if his employment were to terminate for any reason, to
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



40



---

| | 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 Internal Revenue Code;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a bonus payment in the amount of $933,333.34 (the average of the three annual bonuses prior to the closing date of the Merger) for each of the three
calendar years following the date of termination (for an aggregate of $2.8 million), with the payments to be made at such time as bonuses are paid to executive officers generally for each such year; 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).
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If Mr. Wygods employment is terminated by WebMD without Cause, by Mr. Wygod for Good Reason or as a result of death or disability, the
vesting of all of his options and restricted stock would accelerate and his options would remain outstanding for three years (but in no event longer than the expiration of the original term). In the event of a Change in Control,
Mr. Wygods equity would fully vest and, if his employment terminates after that, his options would remain outstanding through the expiration of the original term. In addition, all cash amounts payable to Mr. Wygod in connection with
his termination on or following a Change in Control are required to be placed in a rabbi trust.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In addition, if the termination by WebMD without Cause or the resignation by him for Good Reason occurs following a Change of Control of WebMD,
Mr. Wygod shall be entitled to receive the Supplemental Bonus Plan contribution made by WebMD on his behalf for the most recent year, if not previously distributed to him.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | For purposes of the employment agreement: (a) Cause includes a final court adjudication that Mr. Wygod (i) committed fraud
or a felony directed against WebMD or an affiliate relating to his employment, or (ii) materially breached any of the material terms of the employment agreement; and (b) the definition of Good Reason includes the following
conditions or events: (i) a material reduction in title or responsibility that remains in effect for 30 days after written notice, (ii) a final court adjudication that WebMD materially breached any material provisions of the employment
agreement, (iii) failure to serve on WebMDs Board or Executive Committee of WebMDs Board, or (iv) the occurrence of a Change in Control (as defined in the HLTH 2000 Plan, which definition is substantially the same as the
definition in the 2005 Plan) 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.

We are party to an employment agreement with Steven Zatz, M.D., who serves as our President, which was entered into on July 14, 2005 and amended on December 14, 2008, July 23,
2011, November 14, 2012, March 5,



41



---

2013 (as used in the summary below, the March 2013 Amendment) and in August 2013 in connection with Dr. Zatzs appointment as WebMDs President below (as used in the
summary below, the August 2013 Amendment and, together with the March 2013 Amendment, the 2013 Amendments). The following is a description of Dr. Zatzs employment agreement with us, as amended:



| |  |  | Dr. Zatzs base salary rate is $500,000 per year. No change has been made to this rate since it was set in August 2013.
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | Dr. Zatzs target bonus is 150% of his base salary, with the actual amount of any such bonus to be determined by the Compensation Committee
in its discretion. In February 2015, the Compensation Committee approved a 2014 annual bonus of $437,500 for Dr. Zatz, which was paid to him in March 2015. In addition, the Compensation Committee approved a 2014 SBP Contribution of $187,500 for
Dr. Zatz. For addition information, see Compensation Discussion and Analysis  Use of Specific Types of Compensation for 2014  2014 Bonuses and Supplemental Bonus Plan Contributions above.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No grants of options or WebMD Restricted Stock were made to Dr. Zatz in 2014. On March 25, 2015, the Compensation Committee granted to
Dr. Zatz 40,000 shares of WebMD Restricted Stock and options to purchase 80,000 shares of WebMD Common Stock with an exercise price of $42.99 per share, the closing price of WebMD Common Stock on March 25, 2015, the date of grant. The
options are scheduled to expire on the tenth anniversary of the date of grant. For the grants of both the WebMD Restricted Stock and the options, one-half of the amount granted is scheduled to vest on each of the second and third anniversaries of
the date of grant. For information regarding prior grants to Dr. Zatz, see Executive Compensation Tables above.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the event of the termination of Dr. Zatzs employment by WebMD without Cause or by him for Good Reason, he would be entitled to the
following under the 2013 Amendments:
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | to continue to receive his base salary for one year from the date of termination;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | to receive certain amounts in respect of COBRA premiums until the earlier of one year following his termination and the date upon which he receives
comparable coverage under another plan; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if the date of termination is on or after July 1 and before bonuses for that year are paid, to receive the bonus he would have received for that
year, payable at the time bonuses for that year are paid to other executives.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, if the
termination by WebMD without Cause or the resignation by him for Good Reason occurs following a Change of Control of WebMD or if Dr. Zatz resigns after one year following a Change of Control, the WebMD Restricted Stock granted to him in 2013
and all options to purchase WebMD Common Stock granted to him that were outstanding as of August 11, 2013 (including the grant made to him on that date, as described above) would be deemed fully vested and the options would remain outstanding
for one year from the date of termination.



| |  |  | With respect to the grants of WebMD Restricted Stock and of options to purchase WebMD Common Stock made to Dr. Zatz on March 25, 2015, those
grants would be deemed fully vested on the date of termination and the options would remain outstanding for the remainder of their term, but only if there was a termination by WebMD without Cause or by Dr. Zatz for Good Reason after a Change of
Control. Accelerated vesting of the March 25, 2015 grants will not occur upon a resignation by Dr. Zatz following a Change in Control unless that resignation is for Good Reason (as defined in his employment agreement).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In addition, if the termination by WebMD without Cause or the resignation by him for Good Reason occurs following a Change of Control of WebMD,
Dr. Zatz shall be entitled to receive the Supplemental Bonus Plan contribution made by WebMD on his behalf for the most recent year, if not previously distributed to him.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The definitions of Change of Control, Cause and Good Reason are identical to those contained in
Mr. Schlangers agreement described above, except that they reference Dr. Zatzs position and responsibilities where applicable.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



42



---

Dr. Zatz is also a party to a related Trade Secret and Proprietary Information
Agreement that contains confidentiality obligations that survive indefinitely. The agreement also includes non-solicitation and non-competition provisions that end on the first anniversary of the date his employment ceases. The post-employment
payments and benefits due to Dr. Zatz are subject to his continued compliance with these covenants.

Director Compensation

Non-Employee Directors.    For information regarding the compensation of our Non-Employee
Directors, please see Item 10 above under the heading Non-Employee Director Compensation, which is hereby incorporated by reference in this Item 11. Employees of WebMD who serve on our Board of Directors do not receive
additional compensation for Board service.

Kevin M. Cameron.Kevin M. Cameron,
who formerly served as Chief Executive Officer of HLTH and as a member of its Board of Directors, became a member of the Board of Directors of WebMD upon completion of the Merger. In November 2009, Mr. Cameron returned from medical leave to
active employment with WebMD on a part-time basis as a Special Advisor to the Chairman. His annual salary rate is $100,000 per year. The amount of any bonus payable to Mr. Cameron is in the discretion of the WebMD Compensation Committee and no
bonus was paid to him for 2014. During 2014, a total of 8,125 shares of WebMD Restricted Stock held by Mr. Cameron vested, resulting in a realized value of $360,300 (determined by multiplying the number of shares that vested by the per-share
closing price of WebMD Common Stock on the applicable vesting date). During 2014, Mr. Cameron exercised a total of 105,500 options to purchase WebMD Common Stock, resulting in a realized value of $2,458,898 (determined by multiplying
(i) the number of shares for which each option was exercised by (ii) the difference between (1) the per-share closing price of WebMD Common Stock on the date of exercise and (2) the exercise price of the options). During 2014,
Mr. Cameron did not receive any grants of WebMD Restricted Stock or options to purchase WebMD Common Stock.

As of
April 15, 2015, Mr. Cameron held: (a) non-qualified options (originally granted by HLTH prior to the Merger) to purchase 332,736 shares of WebMD Common Stock with a weighted average exercise price of $26.40 per share (all of which are
vested); and (b) the following, which were granted under the 2005 Plan, (i) non-qualified options to purchase 60,000 shares of WebMD Common Stock granted on September 25, 2011 with an exercise price of $29.44, 25% of which vested on
each of the first three anniversaries of the date of grant and 25% of which are scheduled to vest on September 25, 2015; and (ii) 5,625 shares of WebMD Restricted Stock granted on September 25, 2011, scheduled to vest on September 25,
2015. The following terms apply to the grants made to Mr. Cameron on September 25, 2011:



| |  |  | if, after the first anniversary of the occurrence of a Change of Control (as described below), Mr. Cameron resigns for any reason or is terminated
without Cause (as described below) (a) the options granted to him will continue to vest and remain outstanding, as if he remained in the employ of WebMD, for a period of two years from the date of termination (but in no event longer than the
expiration of the original term of such options) and (b) vesting of the restricted stock that would have occurred within two years from the date of termination will accelerate to the date of termination; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if his employment is terminated by WebMD without Cause or by him for Good Reason (as described below, except that following a Change of Control,
Good Reason shall not include changes in his duties, titles or responsibilities that are solely attributable to the Change of Control) before the first anniversary following a Change of Control, (a) the options granted to him will
continue to vest and remain outstanding, as if he remained in the employ of WebMD, for a period of three years from the date of the Change of Control (but in no event longer than the expiration of the original term of such options) and
(b) vesting of the restricted stock that would have occurred within three years from the date of the Change of Control will accelerate to the date of termination.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For the purposes of the grants on September 25, 2011:



| |  |  | a Change of Control has the definition used in the 2005 Plan.
| | - |  | ---------------------------------------------------------------



43



---

| |  |  | Cause includes (a) any willful misconduct relating, directly or indirectly, to WebMD, which if it can be cured, is not cured within 30
days following written notice from WebMD, (b) any breach of any material provision contained in Mr. Camerons employment agreement or any material policy which, if it can be cured, is not cured within 30 days following written notice
from WebMD, and (c) conviction of a felony or crime involving moral turpitude.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Good Reason includes (a) a material breach by WebMD of its obligations under the employment agreement, which, if able to be cured,
remains uncured, (b) a material demotion of Mr. Camerons position with WebMD, and (c) if Mr. Cameron is required to relocate from his present residence or is required to commute, on a regular basis, to WebMDs
headquarters and WebMDs headquarters is outside of the New York City metropolitan area; provided that Mr. Cameron has provided 30 days written notice and WebMD has failed to remedy such condition within 30 days of receipt of such written
notice.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Upon the completion of the Merger, Mr. Cameron was entitled to resign for good reason under
his employment agreement and receive certain severance benefits. WebMD and Mr. Cameron entered into an agreement, in connection with Mr. Camerons resuming active employment, that allows Mr. Cameron to receive the same benefits
if he resigns at a later date as he would have been entitled to if he had resigned immediately following the Merger, which include:



| |  |  | As a result of his serving as HLTHs Chief Executive Officer for over three years, he would be entitled to continuation of his base salary for
three years from his termination date at the rate in effect when he served as CEO of HLTH, which was $660,000 per year (an aggregate of $1.98 million); provided that the first six months of severance shall be delayed for six months and will be paid
in a lump sum after such six month period in accordance with Section 409A of the Internal Revenue Code.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Continued participation 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).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



44



---

|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information with respect to the beneficial ownership of WebMD Common Stock, as of April 15, 2015 (except where otherwise indicated), by each person or entity known by
us to beneficially own more than 5% of the outstanding shares of WebMD Common Stock, by each of our directors, by each of our executive officers who is a Named Executive Officer, and by all of our directors and executive officers as a group. Except
as indicated in the footnotes to this table, and subject to applicable community property laws, the persons listed in the table below have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by
them.



|                                                                                                                                      |  |                |           |      |          |  |           |             |  |  |                          |  |  |  |      |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | ---- | -------- |  | --------- | ----------- |  |  | ------------------------ |  |  |  | ---- | -
|Name and Address of Beneficial
Owner(1)                                                                                               |  | CommonStock(2) |           |      | Other(3) |  |           | TotalShares |  |  | Percent
ofOutstanding(3) | 
|Kensico Capital Management Corporation,
Michael Lowenstein and Thomas J. Coleman(4) 55 Railroad Avenue, 2nd Floor Greenwich, CT
06830 |  |                | 4,691,200 |      |          |  |          |             |  |  | 4,691,200                |  |  |  | 12.4 | %
|Soros Fund Management LLC,
George Soros and Robert Soros(5) 888 Seventh Avenue, 33rdFloor New York, NY 10106                          |  |                |          |      |          |  | 3,225,400 | (5)         |  |  | 3,225,400                |  |  |  | 7.9  | %
|The Vanguard Group, Inc.(6) P.O. Box 2600, V26 Valley Forge, PA 19482                                                                 |  |                | 2,258,381 |      |          |  |          |             |  |  | 2,258,381                |  |  |  | 6.0  | %
|Blackrock, Inc.(7) 55 East 52nd Street New York, NY 10022                                                                             |  |                | 2,128,674 |      |          |  |          |             |  |  | 2,128,674                |  |  |  | 5.6  | %
|Waddell & Reed Financial, Inc. and related entities(8)
6300 Lamar Avenue
Overland Park, KS 66202                                      |  |                | 2,034,275 |      |          |  |          |             |  |  | 2,034,275                |  |  |  | 5.4  | %
|Mark J. Adler, M.D.                                                                                                                   |  |                | 3,961     |      |          |  | 58,137    |             |  |  | 62,098                   |  |  |  | *    |  
|Peter Anevski                                                                                                                         |  |                | 93,291    | (9)  |          |  | 110,750   |             |  |  | 204,041                  |  |  |  | *    |  
|Kevin M. Cameron                                                                                                                      |  |                | 209,089   | (10) |          |  | 377,736   |             |  |  | 586,825                  |  |  |  | 1.5  | %
|Neil F. Dimick                                                                                                                        |  |                | 14,849    |      |          |  | 90,376    |             |  |  | 105,225                  |  |  |  | *    |  
|Michael B. Glick                                                                                                                      |  |                | 44,970    | (11) |          |  | 62,500    |             |  |  | 107,470                  |  |  |  | *    |  
|Jerome C. Keller                                                                                                                      |  |                | 16,201    | (12) |          |  | 92,400    |             |  |  | 108,601                  |  |  |  | *    |  
|James V. Manning                                                                                                                      |  |                | 126,587   |      |          |  | 57,125    |             |  |  | 183,712                  |  |  |  | *    |  
|William J. Marino                                                                                                                     |  |                | 1,515     |      |          |  | 3,300     |             |  |  | 4,815                    |  |  |  | *    |  
|David J. Schlanger                                                                                                                    |  |                | 112,297   | (13) |          |  | 173,750   |             |  |  | 286,047                  |  |  |  | *    |  
|Joseph E. Smith                                                                                                                       |  |                | 41,727    |      |          |  | 68,552    |             |  |  | 110,279                  |  |  |  | *    |  
|Stanley S. Trotman, Jr.                                                                                                               |  |                | 28,755    | (14) |          |  | 59,400    |             |  |  | 88,155                   |  |  |  | *    |  
|Kristiina Vuori, M.D                                                                                                                  |  |                | 1,262     |      |          |  |          |             |  |  | 1,262                    |  |  |  | *    |  
|Douglas W. Wamsley                                                                                                                    |  |                | 42,105    | (15) |          |  | 81,250    |             |  |  | 123,355                  |  |  |  | *    |  
|Martin J. Wygod                                                                                                                       |  |                | 982,237   | (16) |          |  | 87,500    |             |  |  | 1,069,737                |  |  |  | 2.8  | %
|Steven Zatz, M.D.                                                                                                                     |  |                | 104,225   | (17) |          |  | 171,250   |             |  |  | 275,475                  |  |  |  | *    |  
|All executive officers and directors as a group (15 persons)                                                                          |  |                | 1,823,071 |      |          |  | 1,494,026 |             |  |  | 3,317,097                |  |  |  | 8.4  | %





|* | Less than 1%.
|- | -------------



|(1) | Unless otherwise indicated, the address of each of the beneficial owners identified is c/o WebMD Health Corp., 111 Eighth Avenue, New York, NY 10011.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------



45



---

|(2) | The amounts set forth in this column for All executive officers and directors as a group includes a total of 1,037 shares of WebMD Common Stock held for the
accounts of Messrs. Anevski, Cameron, Glick, Keller, Wamsley and Wygod and Dr. Zatz in the 401(k) Plan (which we refer to in this table as 401(k) Plan Shares), all of which are vested in accordance with terms of the 401(k) Plan. Those
individuals have the right to direct the voting and disposition of their respective 401(k) Plan Shares. Amounts for 401(k) Plan Share holdings are provided in the footnotes applicable to individual beneficial ownership below.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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 shares of restricted WebMD Common Stock issued under the 2005 Plan (which we refer to as WebMD Restricted Stock) have voting power, but not dispositive power, with respect to unvested shares of WebMD Restricted Stock.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | 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: (a) with respect to each director and executive officer for whom an
amount in that column is 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 15, 2015; and
(b) with respect to the ownership described in Footnote 5 below, the shares of WebMD Common Stock that those persons currently have the right to acquire upon conversion of our Convertible Notes. We have calculated the percentages set forth in
the column entitled Percent of Outstanding based on the number of shares outstanding as of April 15, 2015 (which was 37,787,417, 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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | The information shown is as of December 31, 2014 and is based upon disclosures by Kensico Capital Management Corporation, Michael Lowenstein and Thomas J. Coleman
in a Schedule 13G amendment filed with the SEC on February 13, 2015, which indicated that they have shared power to vote and shared power to dispose of or to direct the disposition of shares included in the amount shown. This excludes 3,300
shares of WebMD Common Stock that Mr. Coleman has the right to acquire pursuant to options that are currently exercisable.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | The information shown is as of December 31, 2014 and is based upon disclosures by Soros Fund Management LLC, George Soros and Robert Soros in a Schedule 13G
amendment filed with the SEC on February 17, 2015. Such persons reported that they had shared power to vote and shared power to dispose of or to direct the disposition of shares included in the amount shown, all of which are issuable upon
conversion of Convertible Notes.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | The information shown is as of December 31, 2014 and is based upon disclosures by The Vanguard Group, Inc. in a Schedule 13G amendment filed with the SEC on
February 10, 2015, in which it reported: sole power to vote or direct to vote of 50,428 shares; sole power to dispose of or to direct the disposition of 2,210,605 shares; and shared power to dispose or to direct the disposition of: 47,776
shares.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | The information shown is as of December 31, 2014 and is based upon disclosures by Blackrock, Inc. in a Schedule 13G amendment filed with the SEC on
February 2, 2015 reporting that it had sole power to vote and sole power to dispose of or to direct the disposition of the shares.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | The information shown is as of December 31, 2014 and is based upon disclosures by Waddell & Reed Financial, Inc. and related entities in a Schedule 13G
amendment filed with the SEC on February 13, 2015 reporting that they had sole power to vote and sole power to dispose of or direct the disposition of the shares.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) | Includes: 6,589 shares held by Mr. Anevski: 202 401(k) Plan Shares; and 86,500 unvested shares of WebMD Restricted Stock.
|--- | -------------------------------------------------------------------------------------------------------------------------



|(10) | Includes: 203,395 shares held by Mr. Cameron; 69 401(k) Plan Shares; and 5,625 unvested shares of WebMD Restricted Stock.
|---- | -------------------------------------------------------------------------------------------------------------------------



|(11) | Includes: 3,337 shares held by Mr. Glick; 383 401(k) Plan Shares; and 41,250 unvested shares of WebMD Restricted Stock.
|---- | -----------------------------------------------------------------------------------------------------------------------



|(12) | Includes: 16,132 shares held by Mr. Keller; and 69 401(k) Plan Shares.
|---- | ----------------------------------------------------------------------



|(13) | Includes: 10,797 shares held by Mr. Schlanger; and 101,500 unvested shares of WebMD Restricted Stock.
|---- | -----------------------------------------------------------------------------------------------------



|(14) | Includes: 27,820 shares held by Mr. Trotman; and 935 shares held by The Stanley S. Trotman, Jr. Trust, of which Mr. Trotman is a trustee.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------



|(15) | Includes: 3,000 shares held by Mr. Wamsley; 105 401(k) Plan Shares; and 39,000 unvested shares of WebMD Restricted Stock.
|---- | -------------------------------------------------------------------------------------------------------------------------



|(16) | Includes: 17,591 shares held by Mr. Wygod; 105 401(k) Plan Shares; 160,000 shares of unvested WebMD Restricted Stock; 776,173 shares held by The Wygod
Family Revocable Living Trust, of which Mr. Wygod is a trustee and shares voting and dispositive power; 2,222 shares held by Mr. Wygods spouse; and 26,146 shares held by SYNC, Inc., which is controlled by Mr. Wygod.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(17) | Includes: 13,621 shares held by Dr. Zatz; 104 401(k) Plan Shares; and 90,500 unvested shares of WebMD Restricted Stock.
|---- | -----------------------------------------------------------------------------------------------------------------------







46



---

Equity Compensation Plan Information

The following table contains certain information, as of December 31, 2014, about our equity compensation plans.



|                                                              |  |                                                                                         |           |  |                                                                           |   |       |                                                                                                                                         |  |  |           |    
|------------------------------------------------------------- |  | --------------------------------------------------------------------------------------- | --------- |  | ------------------------------------------------------------------------- | - | ----- | --------------------------------------------------------------------------------------------------------------------------------------- |  |  | --------- | ---
|                                                              |  | (a)                                                                                     |           |  | (b)                                                                       |   |       | (c)                                                                                                                                     | 
|Plan category(1)                                              |  | Number of securities to beissued upon exercise ofoutstanding
options,warrants andrights |           |  | Weighted-averageexercise price 
ofoutstanding options,warrantsand 
rights |   |       | Number of 
securitiesremaining available forfuture issuance under equitycompensation plans(excluding
securitiesreflected in column (a)) | 
|Equity compensation plans approved by security holders        |  |                                                                                         | 7,027,509 |  |                                                                           | $ | 33.21 |                                                                                                                                         |  |  | 2,226,394 |    
|Equity compensation plans not approved by security holders(2) |  |                                                                                         | 2,000     |  |                                                                           | $ | 40.60 |                                                                                                                                         |  |  |          |    
|                                                              |  |                                                                                         |           |  |                                                                           |   |       |                                                                                                                                         |  |  |           |    
|Total                                                         |  |                                                                                         | 7,029,509 |  |                                                                           | $ | 33.22 |                                                                                                                                         |  |  | 2,226,394 | (3)
|                                                              |  |                                                                                         |           |  |                                                                           |   |       |                                                                                                                                         |  |  |           |    





|(1) | This table does not include outstanding options to acquire 518,017 shares of WebMD Common Stock at a weighted-average exercise price of $25.49 per share, as of
December 31, 2014, 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 8 to the Consolidated
Financial Statements in this Annual Report. The 2005 Plan is the only equity compensation plan under which we could make grants as of December 31, 2014.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | As of December 31, 2014, the only plan included in this category is the WebMD Health Corp. Long-Term Incentive Plan for Employees of Subimo, LLC (which we refer to
as the Subimo Plan), which did not require approval of our stockholders under applicable law and Nasdaq rules. The grants under the Subimo Plan were all made in connection with the acquisition of Subimo by WebMD in December 2006 and no further
grants may be made under that plan. The options that remain outstanding under the Subimo Plan are all vested and expire on December 15, 2016, the tenth anniversary of the date of grant.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | In 2010, the Compensation Committee implemented a sublimit on the number of shares available for grants of restricted stock and similar types of awards for which no
exercise or purchase price is payable (often referred to as full value awards) so that only 20% of the shares available for grant could be used for full value awards. The same 20% sublimit applies to the shares added to the 2005 Plan
since then. As of December 31, 2014, 488,029 shares were available for grant as full value awards under the 2005 Plan.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



47



---

|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

Director Independence

Our Board of Directors has delegated to the
Nominating & Governance Committee of the Board the authority to make determinations regarding the independence of members of the Board. The Nominating & Governance Committee has determined that Dr. Adler, Dr. Vuori, and
Messrs. Dimick, Keller, Manning, Marino, Smith and Trotman (all eight of our Non-Employee Directors) are independent in accordance with the published listing requirements of the Nasdaq Global Select Market applicable generally to members
of our Board and, with respect to the committees of our Board on which they serve, those applicable to the specific committees. Messrs. Cameron and Wygod, as current employees of our company, are not independent. Herman Sarkowsky (who served as a
non-employee member of the WebMD Board from 2009 until his death in November 2014), and Thomas J. Coleman (who served as a non-employee member of the WebMD Board from October 2012 until his resignation in January 2014) were also previously
determined to be independent under the applicable standards.

The Nasdaq independence definition includes a series
of objective tests, including one that requires a three year period to have elapsed since employment by the listed company and other tests relating to specific types of transactions or business dealings between a director (or persons or entities
related to the director) and the listed company. In addition, as further required by the Nasdaq Marketplace Rules, the Nominating & Governance Committee of our Board has made a subjective determination as to each Non-Employee Director that
no relationships exist that, in the opinion of the Nominating & Governance Committee, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In considering whether Dr. Adler
qualified as independent, the Nominating & Governance Committee considered that he has provided services, and may in the future provide services, without compensation, to WebMDs public portals for physicians, such as
writing reviews of important topics in oncology and providing perspectives on results presented at meetings of oncologists. In considering whether Mr. Manning qualified as independent, the Nominating & Governance Committee
considered that (1) he had, more than 13 years ago, served as an executive officer of a predecessor of HLTH, and (2) he and Mr. Wygod both serve as trustees of the WebMD Health Foundation, Inc., a charitable foundation. In considering
whether Mr. Keller qualified as independent, the Nominating & Governance Committee considered the fact that he had previously served as a part-time employee of HLTH for a short period, more than 9 years ago. In considering
whether Dr. Vuori qualified as independent, the Nominating & Governance Committee considered that the Rose Foundation, a charitable foundation for which Mr. Wygod and members of his family serve as Trustees, has
provided funding to support research at Sanford-Burnham Medical Research Institute in the past two years and expects to do so in the future. Each member of the Nominating & Governance Committee abstained from voting with respect to his or
her own independence.

Related Party Transactions

WebMD was reimbursed approximately $356,800 and $311,500 for 2014 and 2013, respectively, by Martin J. Wygod (WebMDs Chairman of the Board) and a corporation that he controls, for personal use of
certain company staff and office facilities and for the personal portion of certain travel expenses.

Mr. Wygods
son is employed by WebMD as Director, Business Strategy. His annual salary rate is $135,000, and he has a bonus target of 15% of annual salary. On May 27, 2014, he received a grant of options to purchase 5,000 shares under the 2005 Plan, with
an exercise price of $43.05 per share, with 25% of the grant scheduled to vest on each of the first four anniversaries of the date of grant. On December 11, 2014, he received a grant of 4,000 shares of WebMD Restricted Stock and a grant of
options to purchase 20,000 shares under the 2005 Plan, with an exercise price of $36.73 per share, with 25% of each of the grants scheduled to vest on each of the first four anniversaries of the date of grant.



48



---

Audit Committee Review of Related Party Transactions

Under our companys Code of Business Conduct, directors and executive officers are required to disclose to our General Counsel or our
Compliance Officer any transactions or relationships they are involved in that present or may present a conflict of interest with our company, including those that would be required to be disclosed as a related party transaction under applicable SEC
rules. Under our Code of Business Conduct and the Audit Committee Charter, the Audit Committee has authority to determine whether to approve or ratify such transactions and relationships on behalf of our company. The Audit Committee considers
whether to ratify or approve such transactions and relationships on a case-by-case basis, rather than pursuant to a general policy.

If not disclosed to the Audit Committee or if, after disclosure, not ratified or approved by the Audit Committee, a transaction or relationship presenting a conflict of interest or potential conflict of
interest between a director or executive officer and our company may violate our Code of Business Conduct and other company policies. When reviewing such a relationship or transaction, the Audit Committee will examine the terms of the transaction to
determine how close they are to terms that would be likely to be found in a similar arms-length transaction and, if not, whether they are otherwise reasonable and fair to WebMD. In addition, the Audit Committee will consider the nature of the
related partys interest in the transaction and the significance of the transaction to the related party. If the transaction involves a Non-Employee Director, the Audit Committee may also consider whether the transaction would compromise the
directors independence. The Audit Committee may condition its ratification or approval of a transaction or relationship on imposition of specified limitations on the transaction or relationship or specific monitoring requirements on an ongoing
basis.



49



---

|Item 14. | Principal Accounting Fees and Services
|-------- | --------------------------------------

In addition to retaining Ernst & Young LLP to audit WebMDs Consolidated Financial Statements for 2014 and 2013 and to review quarterly financial statements during those years, WebMD
retained Ernst & Young LLP to provide certain related services. The fees for Ernst & Young LLPs services were:



|                   |  |      |           |  |      |   |           | 
|------------------ |  | ---- | --------- |  | ---- | - | --------- | 
|Type of Fees       |  | 2014 |           |  | 2013 |  
|Audit Fees         |  | $    | 1,047,469 |  |      | $ | 1,033,787 | 
|Audit-Related Fees |  |      | 30,390    |  |      |   | 222,100   | 
|Tax Fees           |  |      | 147,620   |  |      |   | 68,695    | 
|All Other Fees     |  |      | 2,172     |  |      |   | 2,172     | 
|                   |  |      |           |  |      |   |           | 
|Total Fees         |  | $    | 1,227,651 |  |      | $ | 1,326,754 | 
|                   |  |      |           |  |      |   |           | 

In the above table, in accordance with applicable SEC rules:



| |  |  | audit fees include: (a) fees for professional services (i) for the audit of Consolidated Financial Statements of WebMD for each
year, (ii) for review of the Consolidated Financial Statements included in WebMDs Quarterly Reports on Form 10-Q filed during each year, and (iii) for the audits of internal control over financial reporting with respect to WebMD for
each year; and (b) fees for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for each year;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | audit-related fees are fees in each year for assurance and related services that are reasonably related to the performance of the audit or
review of our financial statements, and included fees related to employee benefit plan and other audits during each year and, during 2013, also included fees for services related to an issuance of convertible notes by WebMD in 2013;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | tax fees are fees in the year for professional services for tax compliance, tax advice, and tax planning and analysis; 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

None of these services was provided pursuant to a waiver
of the requirement that such services be pre-approved by the Audit Committees of WebMD. The Audit Committee has determined that the provision by Ernst & Young of non-audit services to WebMD in 2014 is compatible with Ernst & Young
maintaining its independence.

The Audit Committee considers whether to pre-approve audit services and fees and certain
recurring non-audit services and fees on an annual basis and considers other permissible non-audit services on a case-by-case basis. To ensure prompt handling of unexpected matters, the Audit Committee has delegated to its Chairman the authority to
pre-approve permissible non-audit services and fees and to amend or modify pre-approvals that have been granted by the entire Audit Committee. A report of any such actions taken by the Chairman is provided to the Audit Committee at the next Audit
Committee meeting.



50



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereto duly
authorized, on the 29th day of April, 2015.



WEBMD HEALTH CORP.By:

/s/    Peter
AnevskiPeter AnevskiExecutive Vice President and Chief Financial Officer




51



---

INDEX TO EXHIBITS



|            |  |                                                                                                                                                                                                                                                                                                           
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                               
|            | 
|2.1*        |  | 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 Corporation (HLTH) on September 22, 2009)(1)
|            | 
|2.2*        |  | Purchase and Release Agreement, dated as of April 20, 2010, between WebMD Health Corp. and Citigroup Global Markets Inc. (incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K
filed on April 26, 2010)                                                                
|            | 
|3.1         |  | Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrants Registration Statement on Form S-8 filed on October 23, 2009
(Reg. No. 333-162651))                                                                                                 
|            | 
|3.2         |  | Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrants Registration Statement on Form S-8 filed on October 23, 2009 (Reg. No. 333-162651))                                                                                                          
|            | 
|4.1         |  | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 in Amendment No. 1, filed on August 11, 2009, to the Registrants Registration Statement on Form S-4
(Reg. No. 333-160530))                                                                                                   
|            | 
|4.2         |  | Indenture, dated as of January 11, 2011, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Amendment No. 1, filed on January 14, 2011, to the
Registrants Current Report on Form 8-K filed on January 11, 2011)                    
|            | 
|4.3         |  | Form of 2.50% Convertible Note Due 2018 (included in Exhibit 4.2)                                                                                                                                                                                                                                         
|            | 
|4.4         |  | Indenture, dated as of March 14, 2011, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Amendment No. 1, filed on March 15, 2011, to the Registrants
Current Report on Form 8-K filed on March 14, 2011)                          
|            | 
|4.5         |  | Form of 2.25% Convertible Note Due 2016 (included in Exhibit 4.4)                                                                                                                                                                                                                                         
|            | 
|4.6         |  | Indenture, dated as of November 26, 2013, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Amendment No. 1, filed on November 27, 2013, to the
Registrants Current Report on Form 8-K filed on November 26, 2013)                 
|            | 
|4.7         |  | Form of 1.50% Convertible Note Due 2020 (included in Exhibit 4.6)                                                                                                                                                                                                                                         
|            | 
|4.8         |  | Rights Agreement, dated as of November 2, 2011, between the Registrant and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form 8-A
filed on November 3, 2011)                                                       
|            | 
|4.9         |  | Amendment to Rights Agreement, dated as of October 18, 2012, between the Registrant and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrants Current
Report on Form 8-K filed on October 19, 2012)                                 
|            | 
|4.10        |  | Second Amendment to Rights Agreement, dated as of August 1, 2013 (incorporated by reference to Exhibit 4.3 to Amendment No. 2, filed on August 2, 2013, to the Registrants Registration Statement on Form 8-A)                                                                                           
|            | 
|4.11**      |  | 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)(1)                                                                                                         



E-1



---

|            |  |                                                                                                                                                                                                                                                        
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                            
|            | 
|4.12**      |  | 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)(1)                                                
|            | 
|4.13**      |  | 2001 Employee Non-Qualified Stock Option Plan of HLTH, as amended (incorporated by reference to Exhibit 10.46 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)(1)              
|            | 
|4.14**      |  | Amended and Restated 1996 Stock Plan of HLTH (incorporated by reference to Exhibit 10.8 to HLTHs Quarterly Report on Form 10-Q for the quarter ended March 31,
2006)(1)                                                                               
|            | 
|4.15**      |  | Amended and Restated 2000 Long-Term Incentive Plan of HLTH (incorporated by reference to Annex E to HLTHs Proxy Statement for its 2006 Annual Meeting filed on August 14, 2006)(1)                                                                    
|            | 
|4.16**      |  | WebMD Health Corp. Amended and Restated 2005 Long-Term Incentive Plan, as amended effective October 1, 2014 (the 2005 LTIP) (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form
8-K filed on October 2, 2014)       
|            | 
|4.17**      |  | 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))                                                    
|            | 
|4.18**      |  | Form of Restricted Stock Agreement with Non-Employee Directors (incorporated by reference to Exhibit 10.49 to the Registrants Registration Statement on Form S-1 (No. 333-124832) (which we refer to as the
IPO Registration Statement)             
|            | 
|4.19**      |  | 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))                                          
|            | 
|4.20**      |  | Form of Non-Qualified Stock Option Agreement with Non-Employee Directors (incorporated by reference to Exhibit 10.51 to the IPO Registration Statement)                                                                                                
|            | 
|4.21**      |  | 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)(1)
|            | 
|4.22**      |  | 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)(1)              
|            | 
|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)(1)                             
|            | 
|10.2        |  | Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated by reference to Exhibit 10.9 to the IPO Registration Statement)                                                                        
|            | 
|10.3        |  | Form of Letter Agreement between the Registrant and Certain Non-Employee Directors (incorporated by reference to Exhibit 10.3 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2012 (the 2012
Form 10-K)               
|            | 
|10.4**      |  | 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)(1)                                     
|            | 
|10.5**      |  | 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)(1)                                                         



E-2



---

|            |  |                                                                                                                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                               
|            | 
|10.6**      |  | 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)(1)                                               
|            | 
|10.7**      |  | 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)(1)                                           
|            | 
|10.8**      |  | 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 on July 19, 2005)(1)
|            | 
|10.9**      |  | Employment Agreement between WebMD Health Holdings, Inc. and Douglas W. Wamsley (incorporated by reference to Exhibit 10.15 to the IPO Registration Statement)                                                                            
|            | 
|10.10**     |  | Employment Agreement between WebMD Health Holdings, Inc. and Steven Zatz, M.D. (incorporated by reference to Exhibit 10.17 to the IPO Registration Statement)                                                                             
|            | 
|10.11**     |  | 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)(1)                                             
|            | 
|10.12**     |  | 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)(1)                                     
|            | 
|10.13**     |  | 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)(1)             
|            | 
|10.14**     |  | 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)         
|            | 
|10.15**     |  | 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)(2)    
|            | 
|10.16**     |  | Amendment No. 1, dated as of March 30, 2009, to the 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)                      
|            | 
|10.17**     |  | 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)                                   
|            | 
|10.18**     |  | 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)                                 
|            | 
|10.19**     |  | 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)                                         
|            | 
|10.20**     |  | 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)                                                                                        



E-3



---

|            |  |                                                                                                                                                                                                                                                                       
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                           
|            | 
|10.21**     |  | Restricted Stock Agreement, dated November 3, 2009, between the Registrant and Anthony Vuolo (incorporated by reference to Exhibit 10.71 to the Registrants Annual Report on Form 10-K for the year ended December 31,
2009 (the 2009 Form 10-K))                  
|            | 
|10.22**     |  | Letter Amendment, dated as of November 3, 2009, between the Registrant and Kevin M. Cameron (incorporated by reference to Exhibit 10.72 to the 2009 Form 10-K)                                                                                                        
|            | 
|10.23**     |  | Letter Amendment, dated as of December 14, 2008, between the Registrant and Steven Zatz, M.D. (incorporated by reference to Exhibit 10.74 to Amendment No. 1, filed April 30, 2010, to the 2009 Form 10-K)                                                            
|            | 
|10.24**     |  | Letter Agreement, dated as of June 28, 2010, between the Registrant and Kevin Cameron (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed on August 9, 2010)                                                           
|            | 
|10.25**     |  | Letter Agreement, dated as of June 28, 2010, between the Registrant and Anthony Vuolo (incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed on August 9, 2010)                                                           
|            | 
|10.26**     |  | Letter Amendment, dated as of February 11, 2011, between the Registrant and William Pence (incorporated by reference to Exhibit 10.56 to Amendment No. 1, filed May 2, 2011, to the Registrants Annual Report on Form 10-K for the
year ended December 31, 2010)     
|            | 
|10.27**     |  | Letter Amendment, dated as of July 23, 2011, between the Registrant and Steven Zatz, M.D. (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed on November 9,
2011)                                                     
|            | 
|10.28**     |  | Letter Amendment, dated as of July 23, 2011, between the Registrant and William Pence (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed on November 9, 2011)                                                         
|            | 
|10.29**     |  | Letter Agreement, dated as of September 25, 2011, between the Registrant and Anthony Vuolo (incorporated by reference to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q filed on November 9, 2011)                                                    
|            | 
|10.30**     |  | Letter Agreement, dated as of September 25, 2011, between the Registrant and Kevin Cameron (incorporated by reference to Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q filed on November 9, 2011)                                                    
|            | 
|10.31**     |  | Letter Agreement, dated as of September 25, 2011, between the Registrant and Martin J. Wygod (incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q filed on November 9, 2011)                                                  
|            | 
|10.32**     |  | Letter Amendment, dated as of September 21, 2011, between the Registrant and Martin J. Wygod (incorporated by reference to Exhibit 10.7 to the Registrants Quarterly Report on Form 10-Q filed on November 9, 2011)                                                  
|            | 
|10.33**     |  | Letter Agreement, dated April 6, 2014, between the Registrant and William Pence (incorporated by reference to Exhibit 10.1 to Amendment No. 1, filed April 7, 2014, to the Registrants Current Report on Form 8-K filed on
April 4, 2014)                            
|            | 
|10.34**     |  | Form of Agreement to Forfeit Non-Qualified Options, dated as of February 23, 2012, between the Registrant and Each of its Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Registrants Current Report
on Form 8-K filed on February 29, 2012)
|            | 
|10.35**     |  | Form of Agreement to Forfeit Non-Qualified Options, dated as of February 23, 2012, between the Registrant and Certain Employees (incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on
February 29, 2012)                 



E-4



---

|            |  |                                                                                                                                                                                                                                                             
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                 
|            | 
|10.36**     |  | Employment Agreement, dated as of May 29, 2012, between the Registrant and Cavan M. Redmond (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed
on June 1, 2012, as amended on June 6, 2012)                    
|            | 
|10.37**     |  | Form of Non-Qualified Stock Option Agreement between the Registrant and Cavan M. Redmond (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on June 1, 2012, as amended on
June 6, 2012)                       
|            | 
|10.38**     |  | Form of Restricted Stock Agreement between the Registrant and Cavan M. Redmond (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on June 1, 2012, as amended on June 6,
2012)                                 
|            | 
|10.39**     |  | Amended and Restated Employment Agreement, dated as of May 16, 2012, between the Registrant and William Pence (incorporated by reference to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q for the quarter
ended June 30, 2012)             
|            | 
|10.40**     |  | Amendment No. 2, dated as of January 9, 2012, to the WebMD Supplemental Bonus Program Trust Agreement (incorporated by reference to Exhibit 10.80 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 2013 (the 2013 Form 10-K)
|            | 
|10.41**     |  | Amendment No. 3, dated as of February 25, 2013, to the WebMD Supplemental Bonus Program Trust Agreement (incorporated by reference to Exhibit 10.81 to the 2013 Form 10-K)                                                                                  
|            | 
|10.42**     |  | Amendment No. 4, dated as of February 25, 2014, to the WebMD Supplemental Bonus Program Trust Agreement (incorporated by reference to Exhibit 10.82 to Amendment No. 1, filed April 29, 2014, to the 2013 Form 10-K)                                        
|            | 
|10.43**     |  | Letter Agreement, dated as of November 14, 2012, between the Registrant and Steven Zatz, M.D. (incorporated by reference to Exhibit 10.70 to the 2012 Form 10-K)                                                                                            
|            | 
|10.44**     |  | Letter Agreement, dated as of November 14, 2012, between the Registrant and Douglas Wamsley (incorporated by reference to Exhibit 10.71 to the 2012 Form 10-K)                                                                                              
|            | 
|10.45**     |  | Letter Agreement, dated as of November 14, 2012, between the Registrant and William Pence (incorporated by reference to Exhibit 10.72 to the 2012 Form 10-K)                                                                                                
|            | 
|10.46**     |  | Letter Amendment, dated as of March 5, 2013, between the Registrant and William Pence (incorporated by reference to Exhibit 10.73 to Amendment No. 1, filed April 30, 2013, to the 2012 Form 10-K)                                                          
|            | 
|10.47**     |  | Letter Amendment, dated as of March 5, 2013, between the Registrant and Steven Zatz, M.D. (incorporated by reference to Exhibit 10.74 to Amendment No. 1, filed April 30, 2013, to the 2012 Form 10-K)                                                      
|            | 
|10.48**     |  | Letter Amendment, dated as of May 7, 2013, between the Registrant and David Schlanger (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed on August 9, 2013)                                                 
|            | 
|10.49**     |  | Letter Amendment, dated as of May 7, 2013, between the Registrant and Peter Anevski (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed on August 9, 2013)                                                   
|            | 
|10.50**     |  | Letter Amendment, dated as of May 7, 2013, between the Registrant and Cavan M. Redmond (incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed on August 9, 2013)                                                
|            | 
|10.51**     |  | Letter Amendment, dated as of May 8, 2013, between the Registrant and Martin J. Wygod (incorporated by reference to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q filed on August 9,
2013)                                                 



E-5



---

|            |  |                                                                                                                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                            
|            | 
|10.52**     |  | Letter Amendment, dated as of May 7, 2013, between the Registrant and Anthony Vuolo (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed on August 9, 2013)                              
|            | 
|10.53**     |  | Amendment, dated as of August 11, 2013, to the Employment Agreement between the Registrant and David J. Schlanger (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on
August 15, 2013)  
|            | 
|10.54**     |  | Amendment, dated as of August 11, 2013, to the Employment Agreement between the Registrant and Steven L. Zatz, M.D. (incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on
August 15, 2013)
|            | 
|10.55**     |  | Amendment No. 5, dated as of February 26, 2015, to the WebMD Supplemental Bonus Program Trust Agreement****                                                                                                                            
|            | 
|10.56**     |  | Letter Agreement, dated as of March 25, 2015, between the Registrant and David Schlanger****                                                                                                                                           
|            | 
|10.57**     |  | Letter Agreement, dated as of March 25, 2015, between the Registrant and Peter Anevski****                                                                                                                                             
|            | 
|10.58**     |  | Letter Agreement, dated as of March 25, 2015, between the Registrant and Michael B. Glick****                                                                                                                                          
|            | 
|10.59**     |  | Letter Agreement, dated as of March 25, 2015, between the Registrant and Douglas W. Wamsley****                                                                                                                                        
|            | 
|10.60**     |  | Letter Agreement, dated as of March 25, 2015, between the Registrant and Steven Zatz, M.D.****                                                                                                                                         
|            | 
|10.61**     |  | Letter Amendment, dated as of December 14, 2008, between the Registrant and Douglas W. Wamsley****                                                                                                                                     
|            | 
|10.62**     |  | Letter Amendment, dated as of July 23, 2011, between the Registrant and Douglas W. Wamsley****                                                                                                                                         
|            | 
|10.63**     |  | Letter Amendment, dated as of March 5, 2013, between the Registrant and Douglas W. Wamsley****                                                                                                                                         
|            | 
|10.64**     |  | Letter Agreement, dated as of February 11, 2011, between the Registrant and Michael B. Glick****                                                                                                                                       
|            | 
|10.65**     |  | Letter Agreement, dated as of November 14, 2012, between the Registrant and Michael B. Glick****                                                                                                                                       
|            | 
|10.66**     |  | Letter Amendment, dated as of March 5, 2013, between the Registrant and Michael B. Glick****                                                                                                                                           
|            | 
|14.1        |  | Code of Business Conduct***                                                                                                                                                                                                            
|            | 
|21.1        |  | Subsidiaries of the Registrant***                                                                                                                                                                                                      
|            | 
|23.1        |  | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm***                                                                                                                                                         
|            | 
|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***                                                                                                                                                 
|            | 
|31.3        |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of the Registrant****                                                                                                                                                
|            | 
|31.4        |  | 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***                                                                                                                                                                                                             



E-6



---

|            |  |                                                                                                 
|----------- |  | ------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                     
|            | 
|99.3        |  | Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to the 2013 Form 10-K)
|            | 
|99.4        |  | Nominating & Governance Committee Charter***                                                    
|            | 
|101.INS     |  | XBRL Instance Document***                                                                       
|            | 
|101.SCH     |  | XBRL Taxonomy Extension Schema Document***                                                      
|            | 
|101.CAL     |  | XBRL Taxonomy Extension Calculation Linkbase Document***                                        
|            | 
|101.DEF     |  | XBRL Taxonomy Extension Definition Linkbase Document***                                         
|            | 
|101.LAB     |  | XBRL Taxonomy Extension Label Linkbase Document***                                              
|            | 
|101.PRE     |  | XBRL Taxonomy Extension Presentation Linkbase Document***                                       



|* | With respect to the agreements filed as Exhibits 2.1 and 2.2, certain of the exhibits and the schedules to that agreement 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 (or, with respect to Exhibits 32.1 and 32.2, furnished) with this Annual Report on Form 10-K (as originally filed on February 27, 2015).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|**** | Filed with this Amendment No. 1.
|---- | --------------------------------

|(1) | This Exhibit is filed under Commission File No. 000-24975.
|--- | ----------------------------------------------------------

|(2) | This Exhibit is filed under Commission File No. 000-51547.
|--- | ----------------------------------------------------------



E-7