EX-10.56






Exhibit 10.56




AMENDMENT TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     This Amendment to the Amended and Restated Employment Agreement (this “Amendment”) by and
between HLTH Corporation, a Delaware corporation (the “Company”), and Charles Mele (“Executive”) is
effective as of December 16, 2008.



     WHEREAS, Executive and the Company (formerly known as Emdeon Corporation) are parties to an
Amended and Restated Employment Agreement dated as of February 1, 2006 (the “Employment
Agreement”); and



     WHEREAS, Executive and the Company desire to amend the Employment Agreement to comply with
final regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended.



     NOW, THEREFORE, in consideration of the mutual covenants in this Amendment, the parties agree
that the Agreement is amended as set forth below:




	 	1.	 	Section 5.2(a) is amended by adding the following sentences to the end thereof:
	 
	 	 	 	“The payments and benefits under this Section 5.2 is subject to Section
5.4. The timing of payments and benefits under this Section 5.2 is subject
to Section 5.9 and Section 5.10 below.”
	 
	 	2.	 	Section 5.3(a)(i)-(iii) is amended in its entirety to read as follows (for the
sake of clarity, subsections (iv)-(vi) and the proviso at the end thereof are unchanged
by this Amendment):






     “(a) The Employment Period may be terminated at any time by the Company without
Cause. If the Company terminates the Employment Period without Cause, the Company
shall have the following obligations to Executive subject to Section 5.3(c):




	 	(i)	 	A continuation of the Base Salary
for a period (the “Severance Period”) commencing on the date of
termination and ending on the third anniversary of the date of
termination.
	 
	 	(ii)	 	Executive shall be eligible to
continue to participate during the Severance Period, on the same
terms and conditions that would have applied had he remained in
the employ of the Company during the Severance Period, in all
medical, vision, dental and life insurance plans provided to
Executive pursuant to Section 2.2 at the time of such
termination and which are provided by the Company to its




 









 






	 	 	 	employees following the date of termination (“Welfare
Plans”). With respect to any continuation of Executive’s
insurance coverage under this Section 5.3(a)(ii), the Company
may require Executive to elect “COBRA,” and, in such case,
the Company will pay that portion of the COBRA premium that
the Company pays for active employees with the same coverage
for the period that Executive is eligible for COBRA. In
lieu of continued participation in the Company’s disability
insurance plan, the Company shall make three lump sum
payments to Executive, each of which to be in an amount equal
to the greater of two times the annualized cost that the
Company had paid for Executive’s disability insurance during
the year in which the termination occurs and $10,000, for
each year during the Severance Period; provided that any
subsequent payments that would have been due will cease upon
Executive becoming eligible for disability payments with a
subsequent employer. The first payment shall be made on the
Starting Date (as defined below), but subject to Section
5.3(c), and the second and third payments shall be made (if
due) within 30 days after the first and second anniversaries
of the date of termination.
	 
	 	(iii)	 	(A) If the termination of
Executive’s employment occurs after the completion of the
Company’s fiscal year, but prior to the payment of the
bonus for that year contemplated by Section 2.6, Executive
shall be entitled to receive the bonus otherwise payable
in accordance with such Section (if any) at such time as
bonuses are paid generally to executive officers for such
year (but in no event later than March 15 of the year
following the year for which the bonus is payable); (B)
payment by the Company to Executive of a bonus for the
fiscal year in which termination of employment occurs
payable at such time as bonuses are paid generally to
executive officers for such year, but no later than March
15 of the year following the year in which Executive’s
employment terminates, the amount (the “Prior Bonus
Payment”) of which to be the greater of (y) the bonus paid
by the Company to the Executive for the fiscal year
immediately prior to the date of termination (if any) and
(z) the average of the bonus payments paid for the three
years immediately prior to the date of termination and (C)
payment by the Company to Executive of a bonus for the two
years following the fiscal year in which the termination
of employment occurs payable at such time as bonuses




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	 	 	 	are paid generally to executive officers for such
years, but, in each case, in no event later than
December 31 of the year following the year to which
such bonus relates, the amount of each bonus being
equal to the Prior Bonus Payment.”






	 	3.	 	A new subsection (c) is added at the end of Section 5.3 to read as follows:
	 
	 	 	 	“The payments and benefits under this Section 5.3 is subject to Section
5.4. The timing of payments and benefits under this Section 5.3 is subject
to Section 5.9 and Section 5.10 below.”
	 
	 	4.	 	Section 5.4 is amended by deleting the last sentence thereof and inserting the
following:
	 
	 	 	 	“Accordingly, in order to receive any of the benefits described in Section
5.2, 5.3, 5.5 or Section 5.6 under this Agreement, Executive must (i)
execute and deliver to the Company an acknowledgement confirming the above
within fifty (50) days of the date of Executive’s termination of employment
and (ii) not revoke such acknowledgement pursuant to any revocations rights
afforded by law. The Company shall provide to Executive the form of such
acknowledgement no later than three (3) days following Executive’s
termination of employment. If Executive does not timely execute and deliver
to the Company such acknowledgement, or if Executive executes it, but
revokes it, no benefits under Section 5.2, 5.3, 5.5 or Section 5.6 shall be
paid.”
	 
	 	5.	 	Section 5.5(a) is amended by adding the following sentences to the end thereof:
	 
	 	 	 	“The payments and benefits under this Section 5.5 is subject to Section 5.4. The timing of payments and benefits under
this Section 5.5 is subject to Section 5.9 and Section 5.10 below.”





     6.      Section 5.6 is amended by adding the following new subsections (d) and (e) to the end
thereof:




“(d) For the sake of clarity, no public offering or any split-off, spin-off
or other divestiture of WebMD Health to stockholders of either the Company
or WebMD Health or any merger or similar combination only between the
Company and WebMD Health (or affiliates thereof) shall constitute a Change
in Control of the Company or of WebMD Health for purposes of this Agreement.




(e) The payment and benefits under this Section 5.6 is subject to Section
5.4. The bonus payments shall be made in the same manner as set



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forth
in Section 5.3(a)(iii) and the timing of payments and benefits under this
Section 5.6 is subject to Section 5.9 and Section 5.10 below.”


     7.      Section 5 is amended by deleting Section 5.9, and inserting a new Section 5.9 and a new
Section 5.10 to read as follows:



     “5.9 Time of Payment. “The payments of Base Salary described in
Sections 5.2, 5.3, 5.5 or 5.6 above shall be paid, minus applicable deductions,
including deductions for tax withholding, in equal payments on the regular payroll
dates during the Severance Period. Commencement of the Base Salary described in
Sections 5.2, 5.3, 5.5 or 5.6 shall begin on the first payroll date that occurs in
the first month that begins 60 days after the date of Executive’s termination of
employment (the “Starting Date”) provided that Executive has satisfied the
requirements of Section 5.4 of this Agreement; provided, however, that payment may
be made on any date no earlier than 30 days prior to such payroll date if the
provisions of Section 5.4 have been satisfied (including the expiration of the
applicable revocation period). The first payment on the payment Starting Date shall
include those payments that would have previously been paid if the payments of the
Base Salary described in Sections 5.2, 5.3, 5.5 or 5.6 had begun on the first
payroll date following Executive’s termination of employment. This timing of the
commencement of benefits is subject to Section 5.10 below.



     5.10 Potential Delay of Payment. Notwithstanding the foregoing
or any other provisions of this Agreement, any payment under this Agreement
of the benefits described in Sections 5.2, 5.3, 5.5 or 5.6 above (including
the provision of benefits under Welfare Plans) that the Company reasonably
determines is subject to Section 409A(a)(2)(B)(i) of the Code shall not be
paid or payment commenced until the later of (i) six months after the date
of Executive’s termination of employment or Executive’s death and (ii) the
payment date or commencement date specified in this Agreement for such
payment(s). On the earliest date on which such payments can be made or
commenced without violating the requirements of Section 409A(a)(2)(B)(i) of
the Code, Executive shall be paid, in a single cash lump sum, an amount
equal to the aggregate amount of all payments delayed pursuant to the
preceding sentence. If the amount of the employer portion of any premiums
for any Welfare Plan are delayed as a result of this Section 5.10, Executive
shall pay such premiums until the earliest date at which the Company may pay
the premiums without violating the requirements of Section 409A(a)(2)(B)(i)
of the Code and, on such date, the Company shall reimburse Executive for all
of such premiums paid by Executive.”



	 	8.	 	Section 8 is amended by adding a new Section 8.5 to read as follows:





     “8.5
Time for Gross-Up Payment. Notwithstanding anything contained herein to the
contrary, the Company shall pay to Executive any Gross-Up Payments hereunder no
later than sixty days following the date that Executive pays the corresponding
tax.”


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	 	9.	 	Section 9.5 is amended by deleting the last sentence thereof and replacing it
with the following:






“The Company agrees that if an action is commenced by the Company or Executive
hereunder and Executive prevails or such action is settled by the parties, the
Company shall reimburse Executive for his reasonable legal fees in connection with
such action provided that Executive submits a written expense report for such
reimbursement at least 60 days prior to December 31 of the year following the year
in which he incurred the legal fees. Executive’s right to the fees under this
Section 9.5 shall not be subject to liquidation or exchange for another benefit.
Subject to the requirement for Executive’s submission of a written expense report,
the Company shall pay to Executive the amount of such legal fees no later than the
earlier of (a) sixty days after Executive submits the written expense report for
reimbursement or (b) December 31 of the year following the year in which Executive
incurred the legal fees. Notwithstanding the foregoing, if the action is still
pending as of October 31 of any year following a year which Executive incurs such
legal fees, then the Company shall be obligated to pay Executive’s reasonable legal
fees within 45 days following the court decision or settlement, whichever is
applicable, if (a) Executive prevails on such action or such action is settled and
(b) Executive submits a written expense report for reimbursement within 30 days
following the court decision or settlement, whichever is applicable”




	 	10.	 	Section 9 is amended by adding a new Section 9.9 to read as follows:






“9.9 Section 409A Savings Clause. It is intended that any amounts payable under
this Agreement shall either be exempt from Section 409A of the Code or shall
comply with Section 409A (including Treasury regulations and other published
guidance related thereto) so as not to subject Executive to payment of any
additional tax, penalty or interest imposed under Section 409A of the Code.
The provisions of this Agreement shall be construed and interpreted to avoid
the imputation of any such additional tax, penalty or interest under Section
409A of the Code yet preserve (to the nearest extent reasonably possible) the
intended benefit payable to Executive. Notwithstanding the foregoing, the
Company makes no representation or warranty and shall have no liability to you
or any other person if any of the provisions of this Agreement are determined
to constitute deferred compensation subject to Section 409A, but that do not
satisfy an exemption from, or the conditions of that section.”



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	 	11.	 	Section 9 is further amended by adding a new Section 9.10 to read as follows:






     “9.10 Separation from Service. For purposes of this Agreement, all references to
Executive’s termination of employment shall mean his “separation from service”
as defined under Treasury Regulations Section 1.409A-1(h) without regard to
the optional alternative definitions thereunder.”



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above
written.



	 	 	 	 	 	 	 
	 

	 	 	 	HLTH CORPORATION
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Anne N. Smith
 
   Name:
Anne N. Smith
	 	 
	 

	 	 	 	   Title: Vice President — Legal	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	   /s/ Charles A. Mele	 	 
	 	 	 	 	 
	 

	 	 	 	   CHARLES A. MELE	 	 






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