exv10w3







EXHIBIT 10.3




CONFORMED COPY



As of September 25, 2011




Wayne Gattinella

c/o WebMD Health Corp.

111 Eighth Avenue

New York, New York 10011



Dear Wayne:




     Reference is made to the Amended and Restated Employment Agreement between you and WebMD
Health Corp. (“WebMD Health” or the “Company”), dated April 28, 2005 (as previously amended, the
“Employment Agreement”). This letter is intended to describe the material terms of equity grants
made to you on September 25, 2011 (the “Date of Grant”), including the Change in Control
provisions.



     1. Stock Options. On the Date of Grant, the Compensation Committee approved
the grant to you of a non-qualified option (the “Option”) to purchase 75,000 shares of common stock
of WebMD Health Corp. under the terms and conditions of the WebMD Health Corp. Amended and
Restated 2005 Long Term Incentive Plan (the “Equity Plan”). The per share exercise price of the
Option is the closing price of the common stock on September 23, 2011. The Option will have a term
of ten (10) years, subject to earlier termination in the event of the termination of your
employment. The Option shall vest and become exercisable, subject to your continued employment on
the applicable dates as follows: 25% of the Option on each of the first, second, third and fourth
anniversaries of the Date of Grant (full vesting occurring on the fourth anniversary of the Date of
Grant). The Option shall be evidenced by and subject to the terms of the Company’s form of stock
option agreement, which will be sent to you separately.



     2. Restricted Stock. On the Date of Grant, the Compensation Committee approved the
grant to you of 35,000 shares of restricted stock of WebMD Health (the “Shares”) under the terms of
the Equity Plan. The Shares shall vest and the restrictions thereon lapse, subject to your
continued employment on the applicable dates as follows: 25% of the Shares on each of the first,
second, third and fourth anniversaries of the Date of Grant (full vesting occurring on the fourth
anniversary of the Date of Grant). The Shares shall be evidenced by and subject to the terms of
the Company’s form restricted stock agreement, which will be sent to you separately.



     3. Change of Control. Notwithstanding the foregoing, at any time after the
first anniversary of a Change of Control (as defined in the Equity Plan), you may resign, in which
case: (a) this stock option grant will remain outstanding and continue to vest as if you had
remained in the employ of the



 









 







Company until the second anniversary of the resignation, or until the
expiration of its original term if sooner, and (b) that portion of this restricted share grant that
would have vested within two years of the resignation shall accelerate to the date of resignation.
In addition, if you are terminated “without cause” or resign for “good reason” (as those terms are
defined in Annex A hereto, except that changes in your duties, title or responsibilities that are
solely attributable to the Change of Control shall not trigger “good reason” for termination) within 12 months after a Change of Control, (a) this stock option grant will remain
outstanding and continue to vest as if you remained in the employ of WebMD through the third
anniversary of the Change of Control, or until the expiration of its original term if sooner, and
(b) that portion of this restricted share grant that would have vested through the third
anniversary of the Change of Control shall accelerate to the date of termination.



     You acknowledge that you continue to be bound by, and you hereby reaffirm your obligations
under the Trade Secret & Proprietary Information Agreement and the restrictive covenant agreements
you have signed in connection with your employment, including those annexed as part of your equity
agreements, and in consideration of the foregoing, you agree to extend the terms of your existing
non-competition and non-solicitation obligations to two (2) years following your termination of
employment following a Change in Control under circumstances described in Section 3 above.



     Defined terms will have the meaning ascribed to them in the Employment Agreement, unless
separately defined herein. Except as set forth herein, the Employment Agreement remains in full
force and effect.


WebMD Health Corp.




	 	 	 

	/s/ Lewis H. Leicher
 


	 	 
	By: Lewis H. Leicher
	 	 
	Title: Senior Vice President
	 	 





Agreed to:




	 	 	 

	/s/ Wayne Gattinella
 


	 	 
	Wayne Gattinella
	 	 






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ANNEX A

DEFINITIONS



“ Cause ” shall mean any of the following:



(i) your willful failure to perform your duties following written notice from the Company
detailing the specific acts and a thirty (30) day period of time to remedy such failure;



(ii) any willful misconduct, violence or threat of violence that is injurious to the Company
in a material respect or any misconduct relating to your business affairs, at any time, which shall
demonstrably reflect negatively upon the Company or otherwise impair or impede its operations or
reputation in any material respect;



(iii) your breach of a material Company policy, which breach is not remedied (if susceptible
to remedy) following written notice by the Company detailing the specific breach and a thirty (30)
day period of time to remedy such breach;



(iv) any material breach by you of the Employment Agreement or the Trade Secret and
Proprietary Information Agreement, which breach is not remedied (if susceptible to remedy)
following written notice by the Company or its designee detailing the specific breach and a thirty
(30) day period of time to remedy such breach; and



(v) your conviction of a felony in respect of a dishonest or fraudulent act or other crime of
moral turpitude.



“Good Reason” means any of the following conditions or events that remain in effect 30 days
after written notice is provided by you to the Company detailing such condition or event (i) any
reduction in your base salary, (ii) a material reduction in your authority with the Company, and
(iii) any material breach by the Company of the Employment Agreement.