EX-10.44 EMPLOYMENT AGMT DATED 9/11/2000



 





Exhibit 10.44




MEDICAL MANAGER CORPORATION

669 River Drive, Center 2

Elmwood Park, New Jersey 07407




September 11, 2000




Kirk Layman

499 Wyndam Road

Teaneck, NJ 07666




Dear Kirk:



     As you know, it is anticipated that, on September 12, 2000, Medical
Manager Corporation (the “Company”) will merge (the “Merger”) with
Healtheon/WebMD Corporation (“WebMD”). The Company recognizes that the
uncertainty and questions that might arise among management in the context of
the Merger could result in the departure or distraction of management personnel
to the detriment of the Company and its stockholders. To induce you to remain
in its employ, the Company has decided to enter into this agreement (the
“Letter Agreement”) to confirm the following terms and conditions with respect
to your continued employment with the Company:



     1. Term. The term of this Letter Agreement (the “Term”) begins on the
date of this Letter Agreement and ends on the fifth anniversary thereof.



     2. Title. Your title
is Senior Vice President - Finance and Chief
Accounting Officer of the Company. It is expected that you will use your best
and most diligent efforts to promote the interests of the Company and its
affiliates and will devote all of your business time and attention to your
employment with the Company.



     3. Base Salary and Bonus.



     (a) Your annual base salary is $260,000 (as it may be increased, “Base
Salary”) and will be paid in accordance with the Company’s prevailing payroll
practices.



     (b) You will be eligible to participate in any WebMD bonus plan, as any
such plan may be modified from time to time, on terms commensurate with those
applicable to officers and such participation shall be at a level that is no
lower than the level applicable to individuals who hold your title (i.e.
“Senior Vice President” or such more senior title which you may hold from time
to time), as set forth in Section 2 above.



     4. Benefits. You will continue to be eligible to participate in the
employee benefit programs of the Company in accordance with the terms of such
programs, as they may be amended from time to time.



 









 









     5. Termination of Employment.



     (a) In the event that, during the Term, your employment is terminated by
the Company without Cause (as defined in the attached Annex A), by you for Good
Reason (as defined in Annex A) or as a result of your death or your becoming
Disabled (as defined in Annex A) (any of the foregoing, a “Qualifying
Termination”), the Company will continue to pay your Base Salary to you for a
period of one year from the date of termination.



     (b) In the event that a Qualifying Termination occurs during or after the
Term, any options to purchase shares of the Company’s or CareInsite’s common
stock granted to you on or prior to June 5, 2000 that are not vested at the
time of such Qualifying Termination will vest in full upon such Qualifying
Termination and such options together with any options that were already vested
prior to the time of such Qualifying Termination will remain exercisable for a
period of one year from the date of such Qualifying Termination or, with
respect to all such options granted prior to June 5, 2000, for a period of
three years, if such termination occurs after Martin J. Wygod is no longer
Chairman, Co-CEO or a senior executive officer of WebMD.



     (c) Notwithstanding anything to the contrary in this Letter Agreement, the
exercisability of any stock option will not extend beyond the expiration of the
original term of such stock option.



     (d) If a Qualifying Termination occurs during the Term and you elect to
continue health insurance under the Company’s group health plan pursuant to the
federal “COBRA” law, the Company will continue to pay, for a period of one year
from the date of your termination, that portion of the premium that is paid by
the Company for active and similarly-situated employees who receive the same
type of coverage. The remaining balance of any premium costs, and all premium
costs after the one-year period, will be paid by you on a monthly basis for as
long as, and to the extent that you remain eligible for COBRA continuation.
You agree to promptly notify the Company if you obtain employment that provides
health insurance coverage or you other wise become eligible for
employer-sponsored health insurance coverage.



     (e) If a Qualifying Termination occurs during the Term, the Company will
provide outplacement services through Lee Hecht Harrison or such other
nationally recognized outplacement firm as the Company may select.



     6. Effect on Prior Agreements.



     (a) You will continue to be bound by, and you hereby reaffirm your
obligations under, your Key Employee Agreement, except that you hereby agree
that the period during which you are bound by such agreement not to compete
with the Company or not to solicit the Company’s customers or employees is
extended to the second anniversary of the date on which your employment
terminates. In the event of a material breach of such agreement, the Company’s
obligations under this Letter Agreement will cease.



     (b) This Letter Agreement supplements any prior agreement affecting the
terms of your employment with the Company, except that if the terms of this
Letter Agreement and any such prior agreement are inconsistent, the terms of
the Letter Agreement will prevail.


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Notwithstanding the foregoing, the terms of the Stock Option Agreement
dated August 21, 2000 between you and the Company relating to the grant by the
Company to you of options to purchase 40,000 shares of the Company’s common
stock shall govern the terms of such grant.



     7. Miscellaneous.



     (a) All payments to you will be subject to applicable tax withholding
obligations.



     (b) The terms of this Letter Agreement will be governed by the laws of the
State of New Jersey.



     (c) The headings contained in this Letter Agreement are for reference
purposes only and do not affect the meaning or interpretation of the Letter
Agreement.



     (d) Any provisions of this Letter Agreement, which by their terms are
intended to survive the Term, shall survive the expiration of the Term.



     (e) This agreement shall be binding on any successors of the Company,
including WebMD.



     We look forward to continuing our working relationship. If you have any
questions, please feel free to contact me at (201) 703-3408.


	 	 	 	 	 
	 	Sincerely,

 	 
	 	By:  	/s/ Anthony Vuolo
 	 
	 	 	Anthony Vuolo 	 
	 	 	Senior Vice President -
Corporate Development 	 
	 




	 	 	 
	Agreed to:

	 	/s/ Kirk Layman



Kirk Layman








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Annex A to Letter Agreement




     “Cause” means (i) your repeated failure to perform your duties in any
material respect following notice and a reasonable period of time to correct
such failure, (ii) your engaging in any act of dishonesty that is materially
and demonstrably injurious to the Company, (iii) any material breach by you of
your Key Employee Agreement, as amended hereby or (iv) your conviction of a
felony in respect of a dishonest or fraudulent act or other crime of moral
turpitude involving the Company.



     “Disabled” means, during your employment with the Company, (i) you become
ill, mentally or physically disabled, or otherwise incapacitated so as to be
unable regularly to perform the duties of your position for a period in excess
of 90 consecutive days or more than 120 days in any consecutive 12 month
period, or (ii) a qualified independent physician determines that you are
mentally or physically disabled so as to be unable to regularly perform the
duties of your position and such condition is expected to be of a permanent
duration.



     “Good Reason” means any of the following conditions or events that remain
in effect 20 days after written notice is provided by you to the Company
detailing such condition or event: (i) a “material reduction in your duties”
with the Company, (ii) any reduction in Base Salary or material fringe benefits
provided by the Company, (iii) any material breach by the Company of the Letter
Agreement or (iv) the relocation of your place of work to a location more than
25 miles from your work location as of the date of the Letter Agreement. For
purposes hereof, “a material reduction in the duties” means a substantive
reduction in duties, not a change in title or reporting hierarchy occurring as
a result of the Merger.



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