EX-10.57






Exhibit 10.57




	 	 	 	 	 
	 

	 	
	 	HLTH Corporation

669 River Drive, Center Two

Elmwood Park, NJ 07407

201.703.3400 Phone

www.hlth.com







February 19, 2009




Charles A. Mele

c/o HLTH Corporation

669 River Drive

Elmwood Park, NJ 07407



Dear Charlie:



Reference is made to (i) the Amended and Restated Employment Agreement dated as of February 1,
2006 between you and HLTH Corporation (the “Company”) (as previously amended, the “Employment
Agreement”), (ii) the grant of a nonqualified option to purchase 300,000 shares of the Company’s
Common Stock made to you on December 10, 2008 (the “2008 Option”) as evidenced by the Option
Agreement dated December 10, 2008 (the “Option Agreement”) and (iii) the grant of 32,500 restricted
shares of the Company’s Common Stock made to you on December 10, 2008 (the “2008 Restricted Stock”)
as evidenced by a restricted stock agreement dated December 10, 2008 (the “Restricted Stock
Agreement”).





	1.	 	Consequence of a Termination of Employment without Cause or Resignation with Good Reason
on the 2008 Option. Notwithstanding anything to the contrary contained in the Option
Agreement, in the event of the termination of your employment by the Company without Cause or
by you for Good Reason (as such terms are defined in the Employment Agreement), the 2008
Option shall continue to vest and remain outstanding as if you were an employee of the Company
through the next vesting date following the termination of your employment and the post
termination exercise period will commence on such date, subject to the acknowledgment referred
to in Section 5.4 of the Employment Agreement becoming effective and continued compliance with
Section 6 of the Employment Agreement.






	2.	 	Impact of a Change in Control of the Company on the Option and Restricted Stock.
In the event of the occurrence of a Change in Control (as defined in Section 5.6 of the
Employment Agreement), you may resign without Good Reason at any time after the six month
anniversary of such Change in Control upon thirty days prior written notice and (i) the 2008
Option shall continue to vest and remain outstanding through the remainder of the original 10
year term as if you remained in the employ of the Company and (ii) the 2008 Restricted Stock
shall be deemed fully vested on the date of termination, subject to the acknowledgment
referred to in Section 5.4 of the Employment Agreement becoming effective and continued
compliance with Section 6 of the Employment Agreement). In the event that your employment is
terminated without Cause or for Good Reason on or following a Change in Control of the
Company, the 2008 Option and the 2008 Restricted Stock shall be treated in the manner
described in the preceding sentence (subject to the conditions specified.




 









 







Except as set forth herein, the Employment Agreement, the Option Agreement and the Restricted Stock
Agreement remain in full force and effect.


	 	 	 	 	 
	 	HLTH CORPORATION
 	 
	 	By:  	/s/
Anne N. Smith
	 
	 	 	Name:  	Anne N. Smith 	 
	 	 	Title:  	Vice President – Legal 	 
	 



	 	 	 	 	 
	 	ACKNOWLEDGED AND AGREED
 	 
	 	/s/
Charles A. Mele
	 
	 	CHARLES A. MELE 	 
	 	 	 
	 



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