its sole discretion. Such Base Salary shall be payable in equal installments, no lessfrequently than bi-monthly, pursuant to the Company’s customary payroll policies in force at thetime of payment, less any required or authorized payroll deductions.          2.2 Bonus. During the Employment Period, Executive shall be eligible to receive anannual bonus, the target of which is 40% of Base Salary, which amount shall be determined in thesole discretion of the Board (or such committee as may be designated by the Board) (the “AnnualBonus”). Such Annual Bonus shall be based on the performance of the Executive, the PharmacyServices Division and the Company, and shall be payable at such time as executive officer bonusesare paid generally so long as Executive remains in the employ of the Company on the payment date.For the year ending December 31, 2009, Executive’s Annual Bonus opportunity shall be prorated fromthe Employment Commencement Date.          2.3 Benefits. Commencing January 1, 2010 and thereafter during the Employment Period,Executive shall be entitled to participate, on the same basis and at the same level as othersimilarly situated executives of the Company, in any group insurance, hospitalization, medical,health and accident, disability, fringe benefit and tax-qualified retirement plans or programs ofthe Company now existing or hereafter established (“Benefit Plans”) to the extent that heis eligible under the general provisions thereof. For the year ending December 31, 2009, Executiveshall be eligible to maintain his participation in the benefit plans of eRx Network, LLC in whichhe participated immediately prior to the Commencement Date and which continue to be maintained bythe Company. Executive shall be entitled to vacation time consistent with the Company’s policies;provided that Executive shall receive service credit for his eight (8) years of employment with eRxNetwork, LLC. The date or dates of such vacations shall be selected by Executive having reasonableregard to the business needs of the Company. If Executive works at a remote location ascontemplated in Section 1, then those particular business days when Executive is not in the officeshall not be considered to constitute vacation days.          2.4 Stock-Based Awards. Upon approval of the Board of Directors of Emdeon Inc., youwill be eligible to receive an option to purchase 80,000 shares of Emdeon Inc Class A common stock(the “Shares”) under the Emdeon Inc. 2009 Equity Incentive Plan (the “2009 Equity Plan”). TheShares will vest annually at a rate of 25% per year and will be subject to the terms and conditionsof the 2009 Equity Plan and the award agreement which you will be required to sign in order toparticipate in the 2009 Equity Plan.          3. Employment Period. Executive’s employment under this Agreement shall commence as ofthe Employment Commencement Date and shall continue for three (3) years from the EmploymentCommencement Date (the “Initial Employment Period”). Following the Initial EmploymentPeriod, this Agreement shall automatically renew annually for additional terms of one year (the“Additional Term(s)”), unless either the Company or Executive notifies the other party inwriting at least 60 days prior to the end of the Initial Employment Period or any Additional Termof its intent to terminate this Agreement. Notwithstanding the foregoing, the Executiveacknowledges
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that either the Company or Executive can terminate such employment at any time, for anyreason, with or without notice, subject to the consequences set forth herein. The entire period ofExecutive’s employment, inclusive of the Initial Employment Period and any Additional Term(s),shall be referred to as the “Employment Period”.          4. Termination of Employment.          4.1 Termination by the Company for Cause. The Company may terminate Executive’semployment for Cause, as defined below, at any time without notice.          (a) If the Company terminates Executive’s employment for Cause, the Company shall have noobligation to Executive other than the payment of Executive’s earned and unpaid compensation,vested and accrued benefits under the Company’s ERISA based plans and accrued but unreimbursedexpenses subject to the provisions of Section 6.11 (collectively, the “AccruedObligations”), to the effective date of such termination (the “Date of Termination”).If Executive is terminated for Cause, then the Company shall have no obligation to pay Executivefor the remainder of the Initial Employment Period or any Additional Term.          (b) For purposes of this Agreement, the term “Cause” shall mean any of the following:     (i) Executive’s failure to comply with the employment policies of the Companyor any affiliate, or a material breach of this Agreement, any of which are notcured to the reasonable satisfaction of the Board within fifteen (15) days ofwritten notice to the Executive of such failure to so comply;     (ii) Executive’s commission of any material act of dishonesty, breach of trustor misconduct in connection with performance of employment-related duties; and     (iii) Executive’s conviction of, or pleading guilty or *nolo contendere*to, anyfelony or to any crime involving dishonesty, theft or unethical business conduct,or conduct which could impair or injure the Company or its reputation.          4.2 Termination by the Company Without Cause;.          (a) The Company may terminate Executive’s employment without Cause at any time after the first120 days of the Initial Employment Period. If the Company terminates Executive’s employment withoutCause during the Initial Employment Period or any Additional Term, the Company shall have thefollowing obligations to Executive (but excluding any other obligation to Executive pursuant tothis Agreement):
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     (i) payment of the Accrued Obligations;     (ii) the continuation of his Base Salary (at the rate in effect at the time of suchtermination), as severance, for a period of twelve (12) months (the “SeverancePeriod”), each payment being a separate payment due on the same fixed schedule that theCompany follows for its regular payroll, subject to the provisions of Section 6.11;     (iii) if Executive timely elects to continue his health insurance pursuant to COBRA,the Company shall pay that portion of the premium that it pays for active employees withsimilar coverage during the Severance Period or, if earlier, until such time as Executiveis eligible for comparable coverage with a subsequent employer (and Executive shallpromptly notify the Company if he becomes eligible for comparable coverage), subject to theprovisions of Section 6.11.provided, however, that the continuation of such salary and benefits shall cease on theoccurrence of any circumstance or event that would constitute Cause under Section 4.1 of thisAgreement (including any breach of the restrictive covenants referenced and incorporated in Section5 below or any similar restrictive covenants to which Executive is bound).          4.3 Release. Executive acknowledges that he must execute and not revoke a release ofclaims in a form provided by the Company within the time period provided in the release in order toreceive the payments and benefits under this Section 4 resulting from Executive’s separation fromservice. Provided that Executive complies with the foregoing sentence, the payments will begin tobe processed with the Company’s next payroll cycle after the appropriate revocation period haselapsed and in no event later than the 60th day following Executive’s separation from service.          5. Restrictive Covenants. Executive acknowledges that he has executed a Trade Secretand Proprietary Information Agreement (attached hereto as Exhibit A), and the terms of saidAgreement are incorporated herein by reference.          6. Miscellaneous.          6.1 Representations and Covenants.          (a) In order to induce the Company to enter into this Agreement, Executive makes the followingrepresentations and covenants to the Company and acknowledges that the Company is relying upon suchrepresentations and covenants: (i) No agreements or obligations exist to which Executive is a partyor otherwise bound, in writing or otherwise, that in any way interfere with, impede or preclude himfrom fulfilling all of the terms and conditions of this Agreement. Executive will abide by anyagreements that protect proprietary information or any other information of another company whileExecutive is performing his duties hereunder and after his employment has terminated; (ii)Executive, during his employment, shall use his best efforts to
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disclose to the Board and the Chief Executive Officer of the Company in writing or by othereffective method any bona fide information known by him and not known to the Board and/or the ChiefExecutive Officer of the Company that he reasonably believes would have any material negativeimpact on the Company.          (b) In order to induce the Executive to enter into this Agreement, the Company makes thefollowing representations and covenants to the Executive and acknowledges that the Executive isrelying upon such representations and covenants: Pursuant to authorization by the Board ofDirectors of the Company, the Company has caused this Agreement to be executed by an officer dulyauthorized to act in the Company’s name and on its behalf.          6.2 Entire Agreement. This Agreement and the Trade Secret and Proprietary InformationAgreement (incorporated herein by reference) contain the entire understanding of the parties inrespect of their subject matter and supersede upon their effectiveness all other prior agreementsand understandings between the parties with respect to such subject matter. This Agreementsupersedes any agreement the Executive had with eRx Network, L.L.C. with respect to the subjectmatter herein or incorporated herein by reference.          6.3 Notices. Any notice necessary under this Agreement shall be addressed to theGeneral Counsel of the Company at its principal executive office and to the Executive at theaddress appearing in the personnel records of Company for Executive or to either party at suchother address as either party hereto may hereafter designate in writing to the other. Any noticeshall be deemed effective upon receipt thereof by the addressee, or two (2) days after such noticehas been mailed, return receipt requested, or sent by a nationally recognized overnight courierservice, whichever comes first.          6.4 Amendment; Waiver. This Agreement may not be amended, supplemented, canceled ordischarged, except by written instrument executed by the party against whom enforcement is sought.No failure to exercise, and no delay in exercising, any right, power or privilege hereunder shalloperate as a waiver thereof.          6.5 Binding Effect; Assignment. The rights and obligations of this Agreement shallbind and inure to the benefit of any successor of the Company by reorganization, merger orconsolidation, or any assignee or purchaser of all or substantially all of the Company’s businessand properties. The Company may assign its rights and obligations under this Agreement to any ofits subsidiaries or affiliates without the consent of Executive. The Company will require any suchpurchaser, successor or assignee to expressly assume and agree to perform this Agreement in thesame manner and to the same extent that the Company would be required to perform it if no suchpurchase, succession or assignment had taken place. Executive’s rights or obligations under thisAgreement may not be assigned by Executive, except that the rights specified in Section 4.2 shallpass upon Executive’s death to Executive’s executor or administrator.
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          6.6 Headings. The headings contained in this Agreement are for reference purposesonly and shall not affect the meaning or interpretation of this Agreement.          6.7 Governing Law; Forum; This Agreement shall be construed in accordance with andgoverned for all purposes by the laws and public policy (other than conflict of laws principles) ofthe State of Tennessee applicable to contracts executed and to be wholly performed within suchState.          6.8 Severability. The parties have carefully reviewed the provisions of this Agreementand agree that they are fair and equitable. However, in light of the possibility of differinginterpretations of law and changes in circumstances, the parties agree that if any one or more ofthe provisions of this Agreement shall be determined by a court of competent jurisdiction to beinvalid, void or unenforceable, the remainder of the provisions of this Agreement shall, to theextent permitted by law, remain in full force and effect and shall in no way be affected, impairedor invalidated.          6.9 Further Assurances. Each of the parties agrees to execute, acknowledge, deliverand perform, and cause to be executed, acknowledged, delivered and performed, at any time and fromtime to time, as the case may be, all such further acts, deeds, assignments, transfers,conveyances, powers of attorney and assurances as may be reasonably necessary to carry out theprovisions or intent of this Agreement.          6.10 Withholding Taxes. All payments hereunder shall be subject to any and allapplicable federal, state, local and foreign withholding taxes.          6.11 Section 409A. It is intended that (1) each installment of the payments providedunder the Agreement is a separate “payment” for purposes of Section 409A of the Internal RevenueCode of 1986, as amended (the “Code”) and (2) that the payments satisfy, to the greatestextent possible, the exemptions from the application of Section 409A of the Code provided underTreasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstandinganything to the contrary in the Agreement, if the Company determines (i) that on the dateExecutive’s employment with the Company terminates or at such other times that the Companydetermines to be relevant, Executive is a “specified employee” (as such term is defined underTreasury Regulation 1.409A-1(i)) of the Company and (ii) that any payments to be provided toExecutive pursuant to the Agreement are or may become subject to the additional tax under Section409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code ifprovided at the time otherwise required under the Agreement then such payments shall be delayeduntil the date that is six months after the date of Executive’s “separation from service” (as suchterm is defined under Treasury Regulation 1.409A-1(h)) with the Company, or, if earlier, the dateof Executive’s death. Any payments delayed pursuant to this Section 6.11 shall be made in lump sumon the first day of the seventh month following Executive’s “separation from service” (as such termis defined under Treasury Regulation 1.409A-1(h)), or, if earlier, the date of Executive’s death.In addition, to the extent that any reimbursement, fringe benefit or other, similar
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plan or arrangement in which Executive participates during the term of Executive’s employmentunder this Agreement or thereafter provides for a “deferral of compensation” within the meaning ofSection 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan orarrangement in one calendar year may not affect the amount eligible for reimbursement or payment inany other calendar year (except that a plan providing medical or health benefits may impose agenerally applicable limit on the amount that may be reimbursed or paid), and (ii) subject to anyshorter time periods provided herein or the applicable plans or arrangements, any reimbursement orpayment of an expense under such plan or arrangement must be made on or before the last day of thecalendar year following the calendar year in which the expense was incurred.          6.12 Legal Consultation. Executive acknowledges that he has had ample and reasonableopportunity to seek the advice of independent legal counsel of Executive’s own choosing withrespect to his rights and obligations and the legal effect of this Agreement; that he has in factsought such advice; and that he has read the Agreement, is fully aware of its contents, and fullyunderstands its meaning and legal effect.          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.      EMDEON BUSINESS SERVICES LLC