exv10w5







EXHIBIT 10.5




CONFORMED COPY



As of September 25, 2011




Kevin Cameron

c/o WebMD Health Corp.

669 River Drive

Elmwood Park, NJ 07407



Dear Kevin:




     Reference is made to the Amended and Restated Employment Agreement between you and WebMD
Health Corp. (“WebMD Health” or the “Company”), dated February 1, 2006 (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 60,000 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 22,500 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 your Employment Agreement, 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 your Employment Agreement and any 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 Employment Agreement, unless
separately defined herein. Except as set forth herein, the Employment Agreement remains in full
force and effect.


Sincerely,



WebMD Health Corp.




	 	 	 

	/s/ Lewis H. Leicher
 


	 	 
	By: Lewis H. Leicher
	 	 
	Title: Senior Vice President
	 	 





Agreed to:




	 	 	 

	/s/ Kevin M. Cameron
 


	 	 
	Kevin M. Cameron
	 	 






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