EX-10.49 EMPLOYMENT AGMT DATED 12-4-2003



 



EXHIBIT 10.49


CONFORMED COPY


EMPLOYMENT AGREEMENT



     EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 4, 2003 (the
“Effective Date”), by and between ENVOY CORPORATION, a Delaware corporation
(the “Company”), and Tony G. Holcombe (“Executive”).


     WHEREAS, the Company desires to employ Executive on a full-time basis on
the terms described herein and Executive desires to be so employed by the
Company;


     WHEREAS, Executive owns 11,441 shares (2,464 of which he is contractually
obligated to purchase on or before February 28, 2004) and 7,943 shares,
respectively, (collectively, the “Preferred Shares”) of Series A Junior
Convertible Preferred Stock, par value $.01 per share, and Series B Senior
Convertible Preferred Stock, par value $.01 per share, (together, the “Valutec
Stock”) of Valutec Card Solutions, Inc., a Delaware corporation (“Valutec”);
and


     WHEREAS, WebMD Corporation, a Delaware corporation (“WebMD”), and
Executive desire to enter into certain arrangements with respect to the
Preferred Shares, as set forth on Annex A hereto;


     NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein (including, without limitation, the Company’s employment of
Executive and the advantages and benefits thereby inuring to Executive) and for
other good and valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged by each party hereto, the parties hereby agree as
follows:



     1.
    Effectiveness of Agreement and Employment of Executive.


     1.1 Effectiveness of Agreement. The first day of Executive’s employment
with the Company shall be December 15, 2003 (the “Employment Commencement
Date”)


     1.2 Employment by the Company. The Company hereby employs Executive as
President of the Company as of the Employment Commencement Date and Executive
hereby accepts such employment with the Company. Executive shall report to the
Chief Executive Officer, the President or Chief Operating Officer of WebMD
Corporation (“WebMD”) and perform such duties and services for the Company and
its subsidiaries and affiliates (such subsidiaries and affiliates collectively,
“Affiliates”), as may be designated from time to time, by such person and as
are consistent with his role as President of the Company. Executive shall use
his best and most diligent efforts to promote the interests of the Company and
the Affiliates, and shall devote all of his business time and attention to his
employment under this Agreement; provided, however, that Executive shall be
permitted to manage his personal, financial and legal affairs and shall be
permitted to continue to serve as a member of the boards of directors of TALX
Corporation and TSI Telecommunications Services Inc. so long as such activities
require insubstantial portions of his working time, and would not singularly or
in the aggregate interfere or be inconsistent or conflict with his duties and
obligations under this Agreement (including


 






 


under Section 6); provided, further, that for a period ending on the
earlier of (x) January 15, 2005 and (y) the date on which a sale or other
disposition of Valutec to a third party occurs, Executive shall be entitled to
spend up to 10% of his business time providing advisory services to Valutec, in
connection with the sale or disposition of Valutec, so long as such services do
not, singularly or in the aggregate, interfere with Executive’s performance of
his duties and responsibilities under this Agreement. It is understood and
agreed that any advisory services provided by Executive to Valutec pursuant to
the preceding sentence are being provided solely at the direction, and on
behalf of, Valutec, and that such services are not being provided by Executive,
directly or indirectly or in whole or in part, in his capacity as an officer,
employee or representative of the Company or any of its Affiliates.


     2.    Compensation and Benefits.


     2.1 Salary. The Company shall pay Executive for services during the
Employment Period a base salary at the annual rate of $450,000. Any and all
increases to Executive’s base salary (as it may be increased, “Base Salary”)
shall be determined by the Compensation Committee of the Board of Directors of
WebMD (the “Compensation Committee”) in its sole discretion. Such Base Salary
shall be payable in equal installments, no less frequently than monthly,
pursuant to the Company’s customary payroll policies in force at the time of
payment, less any required or authorized payroll deductions.


     2.2 Bonuses. For each fiscal year of the Company during the Employment
Period commencing with the fiscal year ending December 31, 2004, Executive
shall be eligible to receive an annual bonus, the target of which is 50% of
Base Salary, in the sole discretion of the Compensation Committee. Such bonus,
if any, shall be payable at such time as executive officer bonuses are paid
generally so long as Executive remains in the employ of the Company on the
payment date.


     2.3 Benefits. During the Employment Period, Executive shall be entitled
to participate, on the same basis and at the same level as other similarly
situated senior executives of the Company, in any group insurance,
hospitalization, medical, health and accident, disability, fringe benefit and
tax-qualified retirement plans or programs or vacation leave of the Company now
existing or hereafter established to the extent that he is eligible under the
general provisions thereof.


     2.4 Expenses. Pursuant to the Company’s customary policies in force at
the time of payment, Executive shall be promptly reimbursed, against
presentation of vouchers or receipts, for all authorized expenses properly and
reasonably incurred by him on behalf of the Company or its Affiliates in the
performance of his duties hereunder. The Company shall pay the reasonable
expenses of Executive’s counsel incurred in connection with the negotiation of
this Agreement, but in no event shall such payment exceed $10,000.


     2.5 Valutec Preferred Shares. Annex A hereto sets forth certain rights
and obligations of WebMD and Executive with regard to the Preferred Shares, and
is incorporated herein by reference.


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     3.     Employment Period. Executive’s employment under this Agreement shall
commence as of the Employment Commencement Date, and shall terminate on the
fifth anniversary thereof, unless terminated earlier pursuant to Section 5 (the
“Initial Employment Period”). Unless written notice of either party’s desire
to terminate this Agreement has been given to the other party prior to the
expiration of the Initial Employment Period (or any one-month renewal thereof
contemplated by this sentence), the term of this Agreement shall be
automatically renewed for successive one-month periods (as it may be so
extended, the “Employment Period”).


     4.     Options. Subject to the approval of the Compensation Committee, on the
Employment Commencement Date, Executive shall be granted a nonqualified option
to purchase 400,000 shares of WebMD common stock under WebMD’s 2000 Long Term
Incentive Plan (the “Option”). The per share exercise price shall be the
closing price of WebMD’s common stock on the Employment Commencement Date and
the Option shall vest, subject to Executive’s continued employment on the
applicable vesting dates (except as set forth in Section 5), in four equal
annual installments of 25% commencing on the first anniversary of the
Employment Commencement Date. The Option will have a term of ten years,
subject to earlier expiration in the event of the termination of Executive’s
employment. Subject to the terms of this Agreement, the Option shall be
evidenced by the Company’s standard form of option agreement.


     5.     Termination.


     5.1 Termination by the Company for Cause.



		
	 	     (a) Executive’s employment with the Company may be terminated at any
time by the Company for Cause. Upon such a termination, the Company
shall have no obligation to Executive other than the payment of
Executive’s earned and unpaid compensation to the effective date of such
termination.




		
	 	     (b) For purposes of this Agreement, the term “Cause” shall mean any
of the following:




		
	 	     (i) Executive’s willful failure to perform his duties
following written notice from the Board of Directors of WebMD or
its designee detailing the specific acts and a thirty (30) day
period of time to remedy such failure. For this purpose, no act,
or failure to act, on Executive’s part shall be deemed “willful” if
it was done (or omitted to be done) by Executive in good faith with
reasonable belief that Executive’s action or omission was in the
best interest of the Company; and failure to attain financial or
other business objectives shall not by itself be deemed a failure
to perform duties.




		
	 	     (ii) Executive engaging in any misconduct, negligence, act of
dishonesty, violence or threat of violence that is materially and
demonstrably injurious to the Company or any of its Affiliates;




		
	 	     (iii) Executive’s material breach of a policy of the Company
or any of its Affiliates, which breach is not remedied (if
susceptible to remedy) following



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	 	written notice by the Board of Directors of the Company or its
designee detailing the specific breach and a thirty (30) day period
of time to remedy such breach;




		
	 	     (iv) Any material breach by Executive of this Agreement, which
breach is not remedied (if susceptible to remedy) following written
notice by the Board of Directors of WebMD or its designee detailing
the specific breach and a thirty (30) day period of time to remedy
such breach; or




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



     5.2 Permanent Disability; Death. If during the term of this Agreement,
Executive shall become ill, mentally or physically disabled, or otherwise
incapacitated so as to be unable regularly to perform the duties of his
position for a period in excess of ninety (90) consecutive days or more than
one hundred twenty (120) days in any consecutive twelve (12) month period
(“Permanent Disability”), then the Company shall have the right to terminate
Executive’s employment with the Company upon written notice to Executive. In
the event the Company terminates Executive’s employment as a result of his
Permanent Disability or death, Executive or Executive’s estate shall be
entitled to the benefits that he would have been entitled to receive if
Executive’s employment had been terminated by the Company without Cause
pursuant to Section 5.4 (subject to the provisos and conditions set forth
therein); provided, however, that the Company shall have no other obligation to
Executive or Executive’s estate pursuant to this Agreement in the event that
Executive’s employment with the Company is terminated by the Company pursuant
to this Section 5.2.


     5.3 Resignation by Executive. Executive may voluntarily resign from his
employment with the Company, provided that Executive shall provide the Company
with thirty (30) days advance written notice (which notice requirement may be
waived, in whole or in part, by the Company in its sole discretion) of his
intent to terminate. Upon such a termination, the Company shall have no
obligation other than the payment of Executive’s earned but unpaid compensation
to the effective date of such termination.


     5.4 Termination by the Company Without Cause. Executive’s employment with
the Company may be terminated at any time by the Company without Cause. If the
Company terminates Executive’s employment without Cause (including upon notice
of the Company pursuant to Section 3 of its desire to terminate this
Agreement), the Company shall have the following obligations to Executive (but
excluding any other obligation to Executive pursuant to this Agreement):



		
	 	     (a) The continuation of his Base Salary, as severance, for a period
commencing on the date of termination and ending one year from the date
of termination (the “Severance Period”);




		
	 	     (b) Executive shall be eligible to continue to participate during
the Severance Period on the same terms and conditions that would have
applied had he remained in the employ of the Company during the Severance
Period, in all health, medical, dental, life and disability plans
provided to Executive at the time of such termination and which are



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	 	provided by the Company to its employees generally following the
date of termination (“Welfare Plans”), provided that the Company may
require Executive to elect COBRA and, in such case, the Company shall pay
that portion of the COBRA premium that the Company pays for active
employees with the same coverage for the period that Executive is
eligible for COBRA; and




		
	 	     (c) The Option shall remain outstanding and continue to vest, and
shall otherwise be treated for purposes of the terms and conditions
thereof, as if Executive remained in the employ of the Company through
the next vesting date applicable to the Option;



provided, however, that the continuation of such salary and benefits and the
continued vesting and exercisability of the Option shall cease on the
occurrence of any circumstance or event that would constitute Cause under
Section 5.1 of this Agreement (including any material breach of the covenants
contained in Section 6 below), provided further, however, that Executive’s
eligibility to participate in the Welfare Plans shall cease at such time as
Executive is offered comparable coverage with a subsequent employer. If
Executive is precluded from participating in any Welfare Plan by its terms or
applicable law, the Company shall provide Executive with benefits that are
reasonably equivalent in the aggregate to those which Executive would have
received under such plan had he been eligible to participate therein, provided
that the Company’s cost or expense therefor shall in no event exceed what the
Company would have been required to incur if Executive participated in the
Company’s plan.


     5.5 Termination by Executive For Good Reason. Executive’s employment with
the Company may be terminated by Executive for Good Reason on 30 days written
notice to the Company, which notice shall detail the specific basis for such
termination. The Company shall be given the opportunity to cure the basis for
such termination within such 30 days period. For the purpose of this Section
5.5 of this Agreement, the term “Good Reason” means any of the following: (i)
a material breach by the Company of its obligations to Executive under this
Agreement, (ii) any reduction in Executive’s Base Salary or (iii) if Executive
is required by the Company to relocate his place of work to a location that is
more than 50 miles from the Company’s current headquarters. If Executive
terminates his employment under this Section, Executive shall be entitled to
receive the same benefits as if his employment had been terminated by the
Company without Cause under Section 5.4 (subject to the provisos and conditions
set forth therein).


     5.6 Liquidated Damages. Executive acknowledges that any payments and
benefits under Section 5 resulting from a termination of Executive’s employment
with the Company are in lieu of any and all claims that Executive may have
against the Company (other than benefits under the Company’s employee benefit
plans that by their terms survive termination of employment and benefits under
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and
rights to indemnification under certain indemnification arrangements for
officers of the Company), and represent liquidated damages (and not a penalty).
The Company may require that the Executive execute and not revoke a release of
claims in a form provided by the Company as a condition to Executive’s the
receipt of such payments.


     6.     Restrictive Covenants.


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     6.1 Confidentiality. Executive understands and acknowledges that in the
course of his employment and as a result of signing this Agreement, he will be
granted access to and will learn information that is proprietary to, or
confidential to the Company and its Affiliates that concerns the operation and
methodology of the Company and its Affiliates and that provides the Company
with a competitive advantage, including, without limitation, business strategy
and plans, financial information, protocols, proposals, manuals, clinical
procedures and guidelines, technical data, computer source codes, programs,
software, knowhow and specifications, copyrights, trade secrets, market
information, Developments (as hereinafter defined), and customer and employee
information (collectively, “Proprietary Information”). Proprietary Information
shall include all such information recorded in manuals, memoranda, projections,
reports, minutes, plans, drawings, sketches, designs, formula books, data,
specifications, software programs and records, whether or not legended or
otherwise identified by the Company as Proprietary Information, as well as such
information that is the subject of meetings and discussions and not recorded.
Executive agrees that, at all times (including following termination of this
Agreement), he will keep confidential and will not disclose directly or
indirectly any such Proprietary Information to any third party, except as
required to fulfill his duties hereunder, and will not misuse, misappropriate
or exploit such Proprietary Information in any way. The restrictions contained
herein shall not apply to any information which Executive can demonstrate by
written record (a) was already available to the public at the time of
disclosure, or subsequently become available to the public, otherwise than by
breach of this Agreement, or (b) was the subject of a court order for Executive
to disclose, provided that Executive give the Company prompt notice of any and
all such requests for disclosure so that it has ample opportunity to take all
necessary or desired action, to avoid disclosure. Upon any termination of this
Agreement, Executive shall immediately return to the Company all copies of any
Proprietary Information in his possession.


     6.2 Restrictions on Solicitation. In order to protect the Company’s
Proprietary Information, during the period beginning on the Effective Date and
ending on the second anniversary of the date of cessation of the employment of
Executive for any reason whatsoever (the “Restricted Period”), Executive shall
not, directly or indirectly, without the prior written approval of the Company:



		
	 	     (a) solicit, induce, hire, engage, or attempt to hire or engage any
employee or independent contractor of the Company or its Affiliates, or
in any other way interfere with the Company’s or an Affiliate’s
employment or contractual relations with any of its employees or
independent contractors, nor will Executive solicit, induce, hire, engage
or attempt to hire or engage any individual who was an employee of the
Company or an Affiliate at any time during the one year period
immediately prior to the termination of Executive’s employment with the
Company;




		
	 	     (b) call upon or solicit, on behalf of a Competitive Business (as
hereinafter defined), any existing or prospective (with whom Executive
has had contact during the last twelve (12) months of his employment)
client, or customer of the Company, nor will Executive attempt to divert
or take away from the Company the business of any such client or
customer.



         6.3 Restrictions on Competitive Employment.


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	 	     (a) During the Restricted Period, Executive shall not (as principal,
agent, employee, consultant or otherwise), anywhere in the United States,
directly or indirectly, without the prior written approval of the
Company, engage in, or perform duties for, a Competitive Business.
Notwithstanding the foregoing, Executive may have an interest consisting
of publicly traded securities constituting less than two (2%) percent of
any class of publicly traded securities in any public company engaged in
a Competitive Business so long as he is not employed by and does not
consult with, or become a director of or otherwise engage in any
activities for, such company.




		
	 	     (b) For purposes of the covenant not to compete set forth in
paragraph (a) above, Executive acknowledges that the Company and its
Affiliates presently conduct their businesses throughout the United
States. Executive agrees that the Restricted Period and the geographical
areas encompassed by such covenant are necessary and reasonable in order
to protect the Company and its Affiliates in the conduct of their
businesses. The parties intend that the foregoing covenant of Executive
shall be construed as a series of separate covenants, one for each
geographic area specified. Except for geographic coverage, each such
separate covenant shall be deemed identical in terms to the covenant set
forth in paragraph (a) above. To the extent that the foregoing covenant
or any provision of this Section 6.3 shall be deemed illegal or
unenforceable by a court or other tribunal of competent jurisdiction with
respect to (i) any geographic area, (ii) any part of the time period
covered by such covenant, (iii) any activity or capacity covered by such
covenant or (iv) any other term or provision of such covenant, such
determination shall not affect such covenant with respect to any other
geographic area, time period, activity or other term or provision covered
by or included in such covenant.



     6.4 Extension of Restricted Period. The Restricted Period shall be
extended by the length of any period during which Executive is in breach of the
terms of this Section 6.


     6.5 Assignment of Developments. Executive acknowledges that all
developments, including, without limitation, the creation of new products,
conferences, training/seminars, publications, programs, methods of organizing
information, inventions, discoveries, concepts, ideas, improvements, patents,
trademarks, trade names, copyrights, trade secrets, designs, works, reports,
computer software, flow charts, diagrams, procedures, data, documentation, and
writings and applications thereof relating to the past, present, or future
business of the Company that Executive, alone or jointly with others, may have
discovered, conceived, created, made, developed, reduced to practice, or
acquired during his employment with the Company (collectively, “Developments”)
are works made for hire and shall remain the sole and exclusive property of the
Company, and he hereby assigns to the Company all of his rights, titles, and
interest in and to all such Developments, if any. Executive agrees to disclose
to the Company promptly and fully all future Developments and, at any time upon
request and at the expense of the Company, to execute, acknowledge, and deliver
to the Company all instruments that the Company shall prepare, to give
evidence, and to take any and all other actions that are necessary or desirable
in the reasonable opinion of the Company to enable the Company to file and
prosecute applications for, and to acquire, maintain, and enforce, all letters
patent, trademark registrations, or copyrights covering the Developments in all
countries in which the same are deemed necessary by the Company. All data,
memoranda, notes, lists, drawings, records, files, investor and client/customer
lists, supplier lists, and other documentation (and all copies thereof)


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made or compiled by Executive or made available to him concerning the
Developments or otherwise concerning the past, present, or planned business of
the Company are the property of the Company, and will be delivered to the
Company immediately upon the termination of his employment with the Company.


     6.6 Competitive Business. Executive acknowledges that a “Competitive
Business” shall mean any of the following: (i) any enterprise engaged in
establishing electronic linkages between individual healthcare providers,
patients, payors (including, without limitation, insurance companies, HMO’s,
pharmacy benefits management companies, and/or self-insured employer groups),
pharmacies, laboratories and/or other participants in the healthcare industry
for the purpose of facilitating or conducting financial, administrative and/or
clinical communication and/or transactions; (ii) any enterprise engaged in
developing, selling or providing a consumer or physician Internet healthcare
portal; (iii) any enterprise engaged in developing, marketing or providing
healthcare information and/or management systems (including, without
limitation, electronic medical and/or dental records software; physician
practice management, dental practice management and/or other healthcare
practice management software systems; and other financial, administrative
and/or clinical systems for use in the healthcare industry) and/or services
related thereto (including, without limitation, software support and
maintenance services, hardware support and maintenance services, and training
services); and (iv) any enterprise engaged in any other type of business in
which the Company or one of its affiliates is also engaged, or plans to be
engaged, so long as Executive is involved in such business or planned business
on behalf of the Company or one of its affiliates.


     6.7 Investors, Other Third-Parties, and Goodwill. Executive acknowledges
that all third-parties that Executive services or proposes to service while
employed by the Company are doing business with the Company and not with
Executive personally, and that, in the course of dealing with such
third-parties, the Company establishes goodwill with respect to each such
third-party that is created and maintained at the Company’s expense
(“Third-Party Goodwill”). Executive also acknowledges that, by virtue of his
employment with the Company, he has gained or will gain knowledge of the
business needs of, and other information concerning, third-parties, and that
Executive will inevitably have to draw on such information were Executive to
solicit or service any of the third-parties on his own behalf or on behalf of a
Competitive Business.


     6.8 Nondisparagement. Executive agrees that at no time during his
employment by the Company and for a period of four years thereafter, shall he
make, or cause or assist any other person to make, any statement or other
communication to any third party which impugns or attacks, or is otherwise
critical of, in any material respect, the reputation, business or character of
the Company or any of its Affiliates or all of their respective directors,
officers or employees; provided that Executive shall not be required to make
any untruthful statement or to violate any law.


     6.9 Remedies. Executive acknowledges and agrees that the restrictions
contained in this Agreement are reasonably necessary to protect the legitimate
business interests of the Company, and that any violation of any of the
restrictions will result in immediate and irreparable injury to the Company for
which monetary damages will not be an adequate remedy. Executive further
acknowledges and agrees that if any such restriction is violated, the Company
will be entitled to immediate relief enjoining such violation (including,
without limitation,


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temporary and permanent injunctions, a decree for specific performance,
and an equitable accounting of earnings, profits, and other benefits arising
from such violation) in any court having jurisdiction over such claim, without
the necessity of showing any actual damage or posting any bond or furnishing
any other security, and that the specific enforcement of the provisions of this
Agreement will not diminish Executive’s ability to earn a livelihood or create
or impose upon Executive any undue hardship. Executive also agrees that any
request for such relief by the Company shall be in addition to, and without
prejudice to, any claim for monetary damages that the Company may elect to
assert.


     7.     Notices. Any notice or communication given by either party hereto to
the other shall be in writing and personally delivered or mailed by registered
or certified mail, return receipt requested, postage prepaid, to the following
addresses:



		
	 	     (a) if to the Company and/or WebMD:




	 	 	 
	 	 	
c/o WebMD Corporation
	 	 	
River Drive Center 2
	 	 	
669 River Drive
	 	 	
Elmwood Park, New Jersey 07407-1361
	 	 	
Attention: General Counsel




		
	 	(b) if to Executive, at the address specified in the personnel files
of the Company




	 	 	 
	 	 	
with a copy to:
	 	 	 
	 	 	
Schiff Hardin & Waite
	 	 	
6600 Sears Tower
	 	 	
Chicago, Illinois 60606
	 	 	
Attention: Frederick L. Hartmann



Any notice shall be deemed given when actually delivered to such address, or
two days after such notice has been mailed or sent by Federal Express,
whichever comes earliest. Any person entitled to receive notice may designate
in writing, by notice to the other, such other address to which notices to such
person shall thereafter be sent.


     8.     Miscellaneous.


     8.1 Representations and Covenants. In order to induce the Company to
enter into this Agreement, Executive makes the following representations and
covenants to the Company and acknowledges that the Company is relying upon such
representations and covenants:



		
	 	     (a) No agreements or obligations exist to which Executive is a party
or otherwise bound, in writing or otherwise, that in any material respect
interfere with, impede or preclude him from fulfilling all of the terms
and conditions of this Agreement. Executive has previously provided the
Company copies of his agreements with his former



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	 	employers that contain obligations that survive termination of
employment and Executive agrees to abide by such agreements.




		
	 	     (b) Executive, during his employment, shall use his best efforts to
disclose to the Chief Executive Officer and the General Counsel of WebMD
in writing or by other effective method any bona fide information known
by him and not known to the Chief Executive Officer and the General
Counsel of WebMD that he reasonably believes would have any material
negative impact on the Company or any of its Affiliates.



     8.2 Entire Agreement. This Agreement, Annex A hereto and the agreement
evidencing the Option contain the entire understanding of the parties in
respect of their subject matter and supersede upon their effectiveness all
other prior agreements and understandings between the parties with respect to
such subject matter.


     8.3 Amendment; Waiver. This Agreement may not be amended, supplemented,
canceled or discharged, 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 shall operate as a waiver
thereof. No waiver of any breach of any provision of this Agreement shall be
deemed to be a waiver of any preceding or succeeding breach of the same or any
other provision.


     8.4 Binding Effect; Assignment. The rights and obligations of this
Agreement shall bind and inure to the benefit of any successor of the Company
or WebMD by reorganization, merger or consolidation, or any assignee of all or
substantially all of the Company’s or WebMD’s business and properties. The
Company and WebMD may assign their rights and obligations under this Agreement
to any of their Affiliates without the consent of Executive. Executive’s
rights or obligations under this Agreement may not be assigned by Executive,
except that the rights specified in Section 5.2 shall pass upon Executive’s
death to Executive’s executor or administrator.


     8.5 Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.


     8.6 Governing Law; Interpretation. This Agreement shall be construed in
accordance with and governed for all purposes by the laws and public policy
(other than conflict of laws principles) of the State of New Jersey applicable
to contracts executed and to be wholly performed within such State.


     8.7 Further Assurances. Each of the parties agrees to execute,
acknowledge, deliver and perform, and cause to be executed, acknowledged,
delivered and performed, at any time and from time 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 the
provisions or intent of this Agreement.


     8.8 Severability. The parties have carefully reviewed the provisions of
this Agreement and agree that they are fair and equitable. However, in light
of the possibility of differing interpretations of law and changes in
circumstances, the parties agree that if any one or more of the provisions of
this Agreement shall be determined by a court of competent


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jurisdiction to be invalid, void or unenforceable, the remainder of the
provisions of this Agreement shall, to the extent permitted by law, remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Moreover, if any of the provisions contained in this Agreement is determined
by a court of competent jurisdiction to be excessively broad as to duration,
activity, geographic application or subject, it shall be construed, by limiting
or reducing it to the extent legally permitted, so as to be enforceable to the
extent compatible with then applicable law.


     8.9 Taxes. All payments made hereunder (including, without limitation,
under Annex A) shall be subject to any and all applicable federal, state or
local tax withholdings.


     8.10 Term. Notwithstanding the term of the Employment Period as
determined pursuant to Section 3 hereof, each obligation of the Company and
Executive, as the case may be, that is intended to survive termination of
employment, including, without limitation, pursuant to Sections 5 and 6 hereof,
shall survive the termination of the Employment Period until such obligation is
fulfilled in its entirety pursuant to the terms hereof.


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.



	 	 	 
	 	 	
ENVOY CORPORATION
	 	 	 
	 	 	
By: /s/ Charles A. Mele
	 	 	


	 	 	
Name: Charles A. Mele
	 	 	
Title: Executive Vice President
	 	 	 
	 	 	
EXECUTIVE
	 	 	 
	 	 	
/s/ Tony G. Holcombe
	 	 	


	 	 	
Tony G. Holcombe



Accepted and Agreed:



WEBMD CORPORATION


By: /s/ Roger C. Holstein




Name: Roger C. Holstein

Title: Chief Executive Officer

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Annex A



VALUTEC STOCK PUT RIGHT




     Set forth below is the understanding and agreement of WebMD and Executive
with regard to the Preferred Shares:


     1.     Put Right.



		
	 	     (a) During Executive’s employment with the Company under the Agreement
(excluding any period on or following the date on which notice of termination
of Executive’s employment has been given by the Company or Executive), but not
later than the earlier of (i) January 15, 2005 and (ii) the Sale Date (as
defined below) (the “Put Period”), Executive shall have the right (the “Put
Right”) to put all (but not less than all) of the Available Shares (as defined
below) owned by Executive to WebMD for an aggregate purchase price (the
“Purchase Price”) equal to (x) $20.30 multiplied by (y) the number of Available
Shares subject to the Put Right. For purposes of this Annex A, (i) “Sale Date”
means the date on which a Sale occurs; (ii) a “Sale” means a sale by Valutec’s
shareholders of a majority of the shares of voting Valutec stock outstanding as
of the date hereof; and (iii) “Available Shares” means the number of Preferred
Shares owned by Executive as of the date the Put Right is exercised and which
are no longer subject to any right of repurchase on the part of Valutec or AMP
or any right of first refusal on the part of Valutec or any shareholder of
Valutec.




		
	 	     (b) Executive may exercise the Put Right by giving written notice thereof
to WebMD prior to the expiration of the Put Period. The closing of any
exercise of the Put Right pursuant to this Section 1(b) (the “Closing”) shall
take place at the offices of WebMD, or such other place as may be mutually
agreed, not less than 30 days after the date such Put Right is exercised. As a
condition precedent to the closing, AMP Associates LLC (“AMP”) shall have
provided its consent (the “AMP Consent”) in writing, as provided in Section
2.01(a)(i) of the Stockholders Agreement, dated as of September 26, 2002, to
which Valutec, AMP, Executive and other stockholders of Valutec are parties
(the “Stockholders Agreement”), so that the transfer of the Available Shares
pursuant to the Put Right will be treated as an Excluded Transfer (as that term
is defined in Section 3.01 of the Stockholders Agreement). In the event that
the consent of AMP described in the preceding sentence is not obtained prior to
the time the Put Right is exercised, the provisions of this Annex A shall be
null and void, and WebMD shall have no liability or obligation with regard to
any of the Preferred Shares owned or previously owned by Executive. The Put
Right may only be exercised by, and for the account of, Executive (or his
estate). The exact date and time of the Closing shall be specified by WebMD.
At such Closing:




		
	 	     (i) Executive shall (A) deliver certificates for
the Available Shares being sold to WebMD duly endorsed, or
accompanied by written instruments of transfer in form
reasonably satisfactory to WebMD duly executed, by Executive
and free and clear of any Encumbrances (as



 






 







		
	 	defined below),
(B) deliver as a condition to the Closing a certificate
indicating that the representations and warranties set forth
in Section 2 are true and correct as of the date of such
closing and (C) assign to WebMD in writing his rights under
the Registration Rights Agreement, dated as of September 26,
2002, to which Valutec, AMP, Executive and certain other
persons are parties (the “Registration Rights Agreement”).
For purposes of this
Annex A, “Encumbrance” means any security interest, pledge,
mortgage, lien, charge, adverse claim of ownership or use,
or other encumbrance of any kind.
	 
	 	     (ii) WebMD shall (A) pay the Purchase Price for the
Available Shares in cash, (B) agree in writing to be bound
by, and to comply with, all provisions of the Stockholders
Agreement to the same extent and in the same manner as
Executive, and (C) expressly agree to become bound by the
Registration Rights Agreement as an investor pursuant to a
written instrument in form and substance reasonably
satisfactory to Valutec and WebMD, and give notice of such
transfer to Valutec, as provided in Section 6(d) of the
Registration Rights Agreement.
	 
	 	     (iii) As a condition to the Closing, WebMD shall
represent and warrant to Executive as of such Closing, and
acknowledge that Executive is relying on such representations
and warranties: (A) WebMD is acquiring the Available Shares
and will acquire any securities of Valutec issued upon
conversion of any of the Available Shares (the “Conversion
Shares”) for its own account for the purpose of investment
and not with a view to or for sale in connection with any
distribution thereof; and (B) WebMD is an “accredited
investor” as such term is defined in Rule 501 under the
Securities Act.
	 
	 	     (iv) WebMD shall acknowledge as of such Closing
that: (A) none of the Available Shares has been registered
under the Securities Act of 1933, as amended (the “Securities
Act”), by reason of their issuance and transfer and
transactions exempt from registration requirements of the
Securities Act, (B) the Available Shares and the Conversion
Shares must be held indefinitely unless a subsequent
disposition thereof is registered under the Securities Act or
is exempt from such registration, (C) the Available Shares
and the Conversion Shares will bear a legend to such effect
and (D) Valutec will make a notation in its transfer books to
such effect.




		
	 	     (c) In the event that, during the Put Period, Executive’s Preferred Shares
are sold to any person or entity at a price per Preferred Share that exceeds
$20.30 (such excess over $20.30 per Preferred Shared, the “Excess Price”),
Executive shall pay to WebMD, not later than ten (10) days after the date on
which such sale occurs, an amount in cash equal to ten (10%) percent of the
amount equal to (x) the number of Preferred Shares sold in such sale multiplied
by (y) the Excess Price.



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     2.     Representations and Warranties. In order to induce WebMD to agree to
the terms and conditions of this Annex A, Executive represents and warrants to
WebMD as of the date hereof and as of the date on which the Closing occurs, and
acknowledges that WebMD is relying upon such representations and warranties:



		
	 	     (a) The Agreement (including this Annex A) has been duly executed and
delivered by Executive and constitutes a legal, valid and binding agreement of
Executive, enforceable against Executive in accordance with its terms.
	 
	 	     (b) The Preferred Shares have been duly authorized and validly issued and
are fully paid and nonassessable.
	 
	 	     (c) Executive owns the Preferred Shares free and clear of all
Encumbrances.
	 
	 	     (d) There are no voting trusts, stockholder agreements, proxies or other
agreements in effect with respect to the Preferred Shares, except for the
Stockholders Agreement.
	 
	 	     (e) There are no restrictions or other agreements that would prevent the
fulfillment or enforcement of any provision of the Agreement (including this
Annex A), and the execution, delivery and performance of the Agreement
(including this Annex A) and the transactions contemplated hereby will not
result in any liability to WebMD other than such obligations as are assumed by
it under the Stockholders Agreement and the Registration Rights Agreement.
	 
	 	     (f) No consent, approval or authorization of any other person or entity is
required to be made or obtained by Executive in connection with the execution,
delivery and performance of the Agreement (including this Annex A) and, except
as expressly stated herein, the consummation of the transactions contemplated
hereby. Provided that the AMP Consent is obtained, the transfer of the
Available Shares to WebMD shall be an Excluded Transfer.
	 
	 	     (g) WebMD shall have the ability to resell the Available Shares subject to
applicable securities laws and the provisions of the Stockholders Agreement and
the Registration Rights Agreement.
	 
	 	     (h) Set forth as Exhibit A are true and correct copies of Valutec’s
By-Laws, Certificate of Incorporation, the Stockholders Agreement, the
Registration Rights Agreement and any other agreements concerning the Shares.
	 
	 	Executive shall indemnify and hold harmless WebMD, the Company and their
Affiliates against any liabilities, losses or expenses incurred by any of
them as a result of a breach of any of the foregoing representations and
warranties.



     3.     Binding Effect; Assignment. The rights and obligations of this Annex A
shall bind and inure to the benefit of any successor of WebMD by
reorganization, merger or consolidation, or any assignee of all or
substantially all of the WebMD’s business and


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properties. WebMD may assign its
rights and obligations under this Annex A to any of its Affiliates without the
consent of Executive, but with written notice to Executive. Executive’s rights
or obligations under this Annex A (including, without limitation, the Put
Right) may not be assigned or otherwise transferred by Executive.


     4.     Defined Terms. Any defined terms used herein but not defined herein
shall have the meanings assigned in the Agreement.


     5.     Consultation. During the Put Period, Executive shall consult with
WebMD in good faith before providing any consent or taking any other action in
his capacity as stockholder with respect to the Preferred Shares.


     6.     No Responsibility for Claims. Executive shall not hold or seek to hold
WebMD, the Company or any of their Affiliates liable for any claims,
liabilities or losses incurred by Executive as a result of this Annex A or the
consummation of any transaction contemplated hereby.



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