exv10w72






Exhibit 10.72




CONFORMED COPY




WebMD Health Corp.

669 River Drive

Elmwood Park, NJ 07407




As of November 9, 2009




Kevin Cameron

c/o WebMD Health Corp.

669 River Drive

Elmwood Park NJ 07407




Dear Kevin



Reference is made to the Employment Agreement between you and WebMD Health Corp. (previously known
as HLTH Corporation, “WebMD Health”) dated as of September 23, 2004, as previously amended on each
of February 1, 2006 and December 16, 2008 (as so amended, the “Employment Agreement”). Capitalized
terms used herein without definition have the meanings specified in the Employment Agreement.



You have informed us that you are able to return to work on a part-time basis. Accordingly, this
letter amendment to the Employment Agreement sets forth the terms of your return to work and your
continued employment with WebMD Health after the completion of the merger of HLTH Corporation with
and into WebMD Health (the “Merger”). It is intended to preserve the payments and other benefits
that you would have received if you had terminated your employment for Good Reason as a result of
the change in your position after the Merger and the changes to the other terms of your employment
as described herein.



Accordingly, the Employment Agreement is hereby amended as follows:



1. Amendment to Employment, Compensation and Benefits Sections. Effective November 3,
2009, your title is Special Advisor to the Chairman and your base salary is $100,000 per annum. In
addition, any annual bonus that may be paid to you will be determined by the Compensation Committee
in its sole discretion. You shall devote your business time (with the exceptions noted in the
Employment Agreement) to the performance of your duties for the Company, with reasonable
accommodation for your medical condition. Section 2.2(a) is amended by deleting the words “other
similarly situated” contained therein.






 









 







2. Amendment to Severance Provisions. Notwithstanding anything to the contrary contained
in the Employment Agreement, you will be entitled to the payments and other benefits specified in
Section 4.4(i) through (iv) all in accordance with, and payable as provided in, the terms of such
subsections, subject to Section 4.7, 4.8 and 4.9 and the provisos at the end of Section 4.4 of the
Employment Agreement, at such time as your employment terminates for any reason or no reason,
whether by you or WebMD Health and whether during or after the Initial Employment Period. The
payments under Section 4.4(i) will be calculated as if your employment was terminated by you for
Good Reason immediately prior to the consummation of the Merger.



3. Section 4.5. Clauses (i)-(iii) of the second sentence of Section 4.5 of the Employment
Agreement are hereby deleted. For the sake of clarity, as the definition of Good Reason continues
to be relevant to the Existing Stock Options in the event of a Change of Control, you will have
Good Reason under clause (1) or (2) thereof only if (A) the Company breaches the Employment
Agreement as amended hereby or (B) demotes you from the position or materially diminishes the
responsibilities that you hold immediately prior to the Change of Control.



4. Effect on the Employment Agreement. Except as set forth herein, the Employment
Agreement remains in full force and effect. All references to the Employment Agreement shall be
deemed references to the Employment Agreement as amended hereby.




     IN WITNESS WHEREOF, the parties have executed this Amendment as of November 9, 2009.



	 	 	 	 	 
	 	WEBMD HEALTH CORP.

 	 
	 	/s/ Douglas W. Wamsley
 	 
	 	Name:  	Douglas W. Wamsley 	 
	 	Title:  	Executive Vice President 	 
	 	 	 
	 	    /s/ Kevin M. Cameron
 	 
	 	KEVIN CAMERON 	 




-2-