exv10w1






EXHIBIT 10.1




	 	 	 	 	 

	 

	 	
	 	111 Eighth Avenue 

7th Floor

New York, NY 10011

212.624.3700 Phone





As of July 23, 2011




Steven Zatz, M.D.

c/o WebMD Health Corp.

111 Eighth Avenue

New York, NY 10011-5201



Dear Steve:




     The purpose of this letter is to amend the letter agreement between you and WebMD Health Corp.
(“WebMD Health” or the “Company”) dated as of July 14, 2005 and as amended as of December 14, 2008
(collectively, the “Letter Agreement”) and to describe the material terms of equity grants made to
you on July 23, 2011 (the “Date of Grant”).



     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 July 22, 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 12,000 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. Termination of Employment. Section 6(a) of the Employment Agreement is
amended to read in its entirety as follows:




     “ (a) 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 on Annex A of the Letter Agreement), in
either case within twelve (12) months following a Change of Control of WebMD, subject to
Section 6(b) below and your continued compliance with all restrictive covenant agreements to
which you are bound: (i) you will continue to receive, as severance, your base salary in
effect on the date hereof for a period of one year (the “Severance Period”), payable as set
forth in Section 6(c) of the Letter Agreement, (ii) if such termination occurs after the end
of a calendar year but before the payment of the annual bonus for such prior year, you shall
be entitled to the bonus that you would have



 









 







received for such year at the time that bonuses
are paid to other executive officers of the Company, but in no event later than December 31
of the year in which your employment terminates, and (iii) if you timely elect to continue
your health coverage through COBRA, the Company shall pay that portion of the COBRA premium
that it would pay if you were an active employee with the same type of coverage through the
Severance Period or, if earlier, until you are eligible for comparable coverage with a
subsequent employer, and (iv) any of your option grants to purchase shares of WebMD Health
made on or before July 23, 2011, which remain outstanding at the time of such termination,
to the extent unvested, shall remain outstanding and continue to vest as if you remained in
the employ of the Company until the first anniversary of such date of termination. The term
“Change of Control of WebMD” shall have the meaning ascribed to such term in the Equity
Plan. In the event of termination of your employment for any other reason, you shall receive
compensation earned through the date of termination and your rights with respect to options
and restricted stock will be as specified in the applicable option or restricted stock
agreements.”



     You acknowledge that you continue to be bound by, and you hereby reaffirm your obligations
under the Trade Secret & Proprietary Information Agreement previously annexed as part of the Letter
Agreement and as Annex A to this Letter Agreement and the restrictive covenant agreements you have
signed in connection with your employment, including those annexed as part of your equity
agreements. Defined terms will have the meaning ascribed to them in the Letter Agreement, unless separately
defined herein. Except as set forth herein, the Letter Agreement remains in full force and effect.


Sincerely,




	 	 	 

	/s/ Douglas W. Wamsley
 


	 	 
	Douglas W. Wamsley
	 	 
	EVP-General Counsel
	 	 





Agreed to:




	 	 	 

	/s/ Steven Zatz, M.D.
 


	 	 
	Steven Zatz, M.D.
	 	 






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