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          2.3 WebMD Stock Options.          (a) On the Employment Commencement Date, subject to the approval of the CompensationCommittee of the Board of Directors of WebMD Corporation (“WebMD”), you will be granted anonqualified option to purchase 160,000 shares of WebMD common stock (the “WebMD Option”) at anexercise price equal to the closing price of WebMD’s common stock on the Employment CommencementDate. The WebMD Option shall be granted pursuant to the terms of a stock option agreement to beentered into between WebMD and Executive, which agreement shall be in substantially the same formprovided by WebMD to its employees generally. The WebMD Option shall vest and become exercisablein accordance with the following schedule: 25% shall vest on the first anniversary of theEmployment Commencement Date and 25% shall vest on each of the subsequent three anniversaries ofthe Employment Commencement Date subject to Executive’s continued employment with the Company onthe applicable vesting date (except as provided in Section 4.4 below). The WebMD Option will havea term of ten years subject to earlier expiration in the event of the termination of Executive’semployment or in the event of a Sale of the Company (as defined below) or the consummation of aninitial public offering of more than 50% of the voting stock of the Company (including by virtue ofan exchange offer, a “Public Offering”).          (b) In the event of a Sale or a Public Offering of the Company during the Employment Period,(i) the vested portion of the Option (if any) will remain outstanding through the first anniversaryof the date on which the Sale or the Public Offering of the Company occurred and (ii) the unvestedportion of the WebMD Option will be forfeited in accordance with its normal terms without anypayment made therefore. For purposes hereof, a “Sale” of the Company means (i) if any person,entity or group other than the Company or any benefit plan thereof, and their respective affiliates(a “Third Party”), shall have acquired at least 50% of the voting power of the outstanding votingsecurities of all or substantially all of the Company or (ii) a reorganization, merger orconsolidation of all or substantially all of the Company with a Third Party, or (iii) a sale orother disposition of all or substantially all of the assets of the Company to a Third Party. Forpurposes of this provision, the Company shall include its subsidiary companies, Porex Corporation,Porex GmHB, Porex Bio Products, Inc., Porex Medical Products, Inc., Porex Surgical Inc., MuporLimited, Porex UK, Porex New York, Inc. and Outpatient Services, and any other company currentlypart of the Porex group of companies.          (c) In the event of a “Sale of WebMD” (as defined below) prior to the consummation of aPublic Offering or Sale of the Company, (i) the WebMD Option will vest in full on the firstanniversary of the date on which the Sale of WebMD occurred so long as Executive remains in theemploy of the Company on such date and (ii) if Executive’s employment is terminated by the Companywithout Cause or by him for Good Reason prior to the first anniversary of the date on which theSale of WebMD occurred, the WebMD Option would vest on the date of termination; provided, however,that no such acceleration will occur in the event that a Public Offering of the Company occursduring such one year period. For purposes hereof, a “Sale of WebMD” means (i) if any person,entity or group other than WebMD or any benefit plan thereof, and their respective affiliates (a“Third Party of WebMD”), shall have acquired at least 50% of the voting power of the outstandingvoting securities of all or substantially all of WebMD or (ii) a reorganization, merger orconsolidation of all or substantially all of WebMD with a Third Party of WebMD where a majority ofthe directors of WebMD prior to such reorganization, merger or consolidation do not constitute amajority of the board of directors of the surviving corporation, or (iii) a sale or otherdisposition of all or substantially all of the assets of WebMD to a Third Party of WebMD.          2.4 Company Stock Options.
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          (a) In the event of a Public Offering, the Company shall recommend to the CompensationCommittee of the Board of Directors of the Company (the “Compensation Committee”) thatExecutive be granted a nonqualified option (the “New Stock Option”) to purchase 160,000shares of the Company’s common stock. The New Stock Option grant assumes a capitalization of 15million shares upon the consummation of a Public Offering. The number of New Stock Options shall beadjusted proportionately in the event the capitalization of the Company upon the consummation of aPublic Offering is different than the 15 million shares assumed above. The New Options shall be atan exercise price equal to the fair market value of the Company’s common stock (as determined bythe Compensation Committee) on the date of grant of the New Stock Option (the “Date ofGrant”). The New Stock Option shall be granted pursuant to the terms of a stock optionagreement to be entered into between the Company and Executive, which agreement shall be insubstantially the same form provided by the Company to its employees generally. The New StockOption shall vest and become exercisable, subject to his continued employment with the Company onsuch dates (except as provided in Section 4.4 below) in accordance with the following schedule:25% shall vest on the first anniversary of the Date of Grant and 25% shall vest on each of thesubsequent three anniversaries of the Date of Grant. The New Stock Option shall have a term of tenyears, provided that in the event of a termination of Executive’s employment with the Company,subject to Section 4.4, that portion of the New Stock Option that was vested on the date oftermination shall remain outstanding for 90 days (one year in the event of termination because ofdeath or Permanent Disability (as defined below)) and the unvested portion shall be forfeitedwithout any payment made therefor.          (b) The Executive acknowledges that there is no assurance that a Public Offering will occurand that if the Public Offering shall not occur, the Company shall have no obligation under thisSection 2.4.          (c) In the event of a Sale of the Company following the consummation of a Public Offering, (i)the New Stock Option will vest in full on the first anniversary of the date on which the Saleoccurred so long as Executive remains in the employ of the Company (or the successor) on such dateand (ii) if Executive’s employment is terminated by the Company (or the successor) without Cause orby him for Good Reason prior to the first anniversary of the date on which the Sale occurred, theNew Stock Option would vest on the date of termination.          2.5 Benefits. During the Employment Period, Executive shall be entitled toparticipate, on the same basis and at the same level as other similarly situated executives of theCompany, in any group insurance, hospitalization, medical, health and accident, disability, fringebenefit and tax-qualified retirement plans or programs of the Company now existing or hereafterestablished to the extent that he is eligible under the general provisions thereof. Executiveshall be entitled to no less than four weeks of vacation time during each twelve-month fiscal yearof the Company during the Employment Period. The date or dates of such vacations shall beselected by Executive having reasonable regard to the business needs of the Company. During theEmployment Period, the Company shall pay the annual premium associated with a term life insurancepolicy with a face value equal to the difference between $1 million and the amount of lifeinsurance provided by the Company’s group life insurance policy so long as Executive is considereda “standard risk” for purposes of such policy.          2.6 Car Allowance. During the Employment Period, Executive shall be entitled to a carallowance of $1,000 per month.          2.7 Expenses. Pursuant to the Company’s customary policies in force at the time ofpayment, Executive shall be promptly reimbursed, against presentation of vouchers or receiptstherefor, for all authorized expenses properly and reasonably incurred by him on behalf of theCompany or its Affiliates in the performance of his duties hereunder.
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          2.8 Country Club Fees. During the Employment Period, the Company shall pay theinitiation fee (up to $10,000) and annual dues, including assessments, but excluding expenses,applied for such year (up to $5,000 per year) for Executive’s membership in a country club of hischoice (subject to the approval of the Company which shall not unreasonably be withheld).          3 Employment Period. Executive’s employment under this Agreement shall commence as ofthe Employment Commencement Date, and shall terminate on the fifth anniversary thereof, unlessterminated earlier pursuant to Section 4 (the “Initial Employment Period”). Unless writtennotice of either party’s desire to terminate this Agreement has been given to the other party priorto the expiration of the Initial Employment Period (or any one-month renewal thereof contemplatedby this sentence), the term of this Agreement shall be automatically renewed for successiveone-month periods (as it may be extended, the “Employment Period”).          4 Termination.          4.1 Termination by the Company for Cause. Executive’s employment with the Company maybe terminated at any time by the Company for Cause. Upon such a termination, the Company shallhave no obligation to Executive other than the payment of Executive’s earned and unpaidcompensation to the effective date of such termination.          For purposes of this Agreement, the term “Cause” shall mean any of the following: (i) Executive’s failure to satisfactorily perform his duties in anymaterial respect following written notice and a reasonable period of time (notin excess of 30 days) to correct such failure;  (ii) Executive engaging in any misconduct, negligence, act ofdishonesty, violence or threat of violence that is demonstrably injurious tothe Company;  (iii) Executive’s material breach of a Company policy, which breachis not cured (if susceptible to cure) following notice and a reasonable periodof time (not in excess of 30 days) to correct such breach;  (iv) Any material breach by Executive of this Agreement, whichbreach is not cured (if susceptible to cure) following written notice and areasonable period of time (not in excess of 30 days) to correct such breach;  (v) Executive’s failure to adhere to the lawful instructions of theChairman of the Board of Directors of the Company; or  (vi) Executive’s commission of a felony in respect of a dishonest orfraudulent act or other crime of moral turpitude involving the Company, orwhich could reflect negatively upon the Company or otherwise impair or impedeits operations.          4.2 Permanent Disability. If during his employment with the Company, (i) Executiveshall become ill, mentally or physically disabled, or otherwise incapacitated so as to be unableregularly to perform the duties of his position for a period in excess of 90 consecutive days ormore than 120 days in any consecutive 12 month period, or (ii) a qualified independent physiciandetermines that Executive is mentally or physically disabled so as to be unable to regularlyperform the duties of his position and such condition is expected to be of a permanent duration (a“Permanent Disability”), then the Company shall have the right to terminate Executive’semployment with the Company upon written
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notice to Executive. Upon such a termination, the Company shall have no obligation toExecutive other than the payment of Executive’s earned and unpaid compensation to the effectivedate of such termination and acceleration of the unvested portion of the WebMD Option or the NewStock Option, if such options are outstanding at the time of termination. Such options would remainoutstanding and through the first anniversary of the date of such termination.          4.3 Death. Executive’s employment with the Company shall be deemed terminated by theCompany upon the death of Executive and the Company shall have no obligation to Executive orExecutive’s estate other than the payment of Executive’s earned and unpaid compensation to theeffective date of such termination and acceleration of the unvested portion of the WebMD Option orthe New Sock Option, if such options are outstanding at the time of termination. Such options wouldremain outstanding through the first anniversary of the date of such termination.          4.4 Termination by the Company Without Cause; by Executive for Good Reason.          (a) Executive’s employment with the Company may be terminated at any time by the Companywithout Cause or by Executive for Good Reason (as defined below). In the event that Executive’semployment with the Company is terminated by the Company without Cause (not including by notice ofthe Company pursuant to Section 3 of its desire to not renew this Agreement), or if Executiveresigns from such employment for Good Reason (either of the foregoing a “QualifyingTermination”), the Company shall have no obligation to Executive other than (subject toExecutive’s continued compliance with his obligations under this Agreement): (i) the payment ofExecutive’s earned and unpaid compensation to the effective date of such Qualifying Termination;(ii) a continuation of Executive’s Base Salary (at the rate in effect at the time of suchQualifying Termination) for a period (the “Severance Period”) commencing on the date oftermination and ending on the second anniversary of the date of termination; (iii) with respect toExecutive’s rights under Section 4980B(f) of the Internal Revenue Code of 1986, as amended(relating to “COBRA” coverage), the payment by the Company during the eighteen month periodfollowing the date of termination (or, if earlier, until Executive is eligible for comparablecoverage with a subsequent employer) of the employer’s portion of the applicable premium that ispaid by the Company for similarly situated active employees who receive the same type of coverage(to the extent he remains eligible for COBRA); (iv) if such termination occurs prior to a Sale or aPublic Offering, the WebMD Option shall remain outstanding and continue to vest as if Executiveremained in the employ of the Company through the end of the Severance Period and (v) if suchtermination occurs subsequent to a Public Offering the New Stock Option (if any had been granted)shall remain outstanding and continue to vest as if Executive remained in the employ of the Companythrough the end of the Severance Period. All of such payments and any further vesting will ceasein the event of any breach by Executive of any provision of this Agreement (including, withoutlimitation, the provisions of Section 5).          (b) For purposes of this Agreement, the term “Good Reason” shall mean any of thefollowing conditions or events which condition(s) or event(s) remain in effect 30 days afterwritten notice is provided by Executive to the Company detailing such condition or event: (i) any reduction in Base Salary;  (ii) any material breach by the Company of this Agreement; or  (iii) the relocation of Executive’s place of work to a location morethan 50 miles from his work location as of the Employment Commencement Date,provided that the place of relocation also is at a further distance fromExecutive’s residence than is his work location as of the EmploymentCommencement Date.
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          4.5 Termination by Executive Without Good Reason. Executive may resign from hisemployment with the Company without Good Reason, provided that Executive shall provide the Companywith ninety (90) days advance written notice (which notice requirement may be waived, in whole orin part, by the Company in its sole discretion) of his intent to terminate without Good Reason.Upon such a termination, the Company shall have no obligation other than the payment of Executive’searned but unpaid compensation to the effective date of such termination.          4.6 Expiration of the Employment Period. Following the expiration of the InitialEmployment Period, in the event Executive’s employment is terminated by the Company, the Companyshall have no obligation to Executive other than the continuation of Executive’s Base Salary (atthe rate in effect at the time of such termination) through the first anniversary of the date oftermination. Such payments will cease upon a breach by Executive of any provisions of thisAgreement that survive the expiration of the Employment Period.          4.7 Liquidated Damages. Executive acknowledges that any payments and benefits underSection 4 resulting from a termination of his employment with the Company are in lieu of any andall claims that Executive may have against the Company (other than benefits under the Company’semployee benefit plans that by their terms survive termination of employment, benefits under COBRAand rights to indemnification under certain indemnification arrangements for officers of theCompany), and represent liquidated damages (and not a penalty). As a condition to receiving thepayments and benefits set forth in this Section 4 upon a Qualifying Termination or the expirationof the Employment Period, Executive shall be required to confirm such acknowledgment in writing andexecute and not revoke a waiver and release of claims, in the form provided by the Company.          5 Covenants.          5.1 Confidentiality. (a) The Company and its Affiliates develop, manufacture anddistribute proprietary porous and solid plastic products and components throughout the world. TheCompany’s proprietary technology and manufacturing capabilities enable it to produce a wide varietyof components that are also used in industrial and consumer applications. The Company’s finishedproducts are used in the medical device, life science, research, clinical laboratory and surgicalmarkets. The Company also makes components and devices that are incorporated into products ofother manufacturers. Executive acknowledges that the success of the Company and its Affiliates isdependent on developing and maintaining a considerable body of highly valuable Trade Secrets andConfidential Information (as such terms are defined below), the continued secrecy andconfidentiality of which are crucial to their success and that the success of the Company and itsAffiliates is also dependent upon providing consistently good products to its customers,engendering goodwill among its customers, and developing and strengthening business relationshipswith current and prospective customers. To further such objectives, Executive, in the performanceof his duties for the Company, will have access to Trade Secrets and Confidential Information andshall have substantial contact with customers of the Company and/or its Affiliates.          (b) Executive acknowledges that the covenants contained herein are reasonable and necessary toprotect Trade Secrets, Confidential Information and the goodwill of the Company and its Affiliatesand that he is capable of obtaining gainful, lucrative and desirable employment that does notviolate the restrictions contained in this Agreement.          (c) As used in this Agreement, the term “Trade Secrets” shall mean all secret,proprietary or Confidential Information regarding the Company or its Affiliates that fits withinthe definition of “trade secrets” under the Georgia Trade Secrets Act. Nothing in this Agreementis intended, or shall be construed, to limit the definitions or protections of the Georgia TradeSecrets Act or any other
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applicable law protecting trade secrets or other confidential information. “Trade Secrets”shall not include information that has become generally available to the public by the act of onewho has the right to disclose such information without violating any right or privilege of Company.          (d) As used in this Agreement, the term “Confidential Information” shall mean allinformation regarding the Company and its Affiliates and the activities of the Company and itsAffiliates that do not rise to the level of a trade secret, but are not generally known to personsnot employed by the Company and its Affiliates, are not generally disclosed by Company practice orauthority to persons not employed by the Company or its Affiliates and are the subject ofreasonable efforts to keep it confidential. Without limiting the generality of the foregoing,Confidential Information shall include, but not be limited to, product concepts, productiontechniques, pricing data, technical information relating to the Company’s products, productionprocesses and product development, product formulas, purchase and supply information, informationconcerning current and future development and expansion or contraction plans, sale/acquisitionplans and contacts, marketing plans and contacts, information concerning the compensation andeffectiveness of employees, legal affairs and certain information concerning the strategy, tacticsand financial affairs of the Company and its Affiliates. “Confidential Information” shallnot include information that has become generally available to the public by the act of one who hasthe right to disclose such information without violating any right or privilege of the Company.This definition shall not limit any definition of “confidential information” or any equivalent termunder the Georgia Trade Secrets Act or any other state, local or federal law. Without limiting thegenerality of the foregoing, “Confidential Information” and “Trade Secrets” shall includeConfidential Information and Trade Secrets of WebMD.          (e) During Executive’s employment by the Company and for a period of five (5) years afterExecutive’s employment with the Company terminates for any reason, Executive shall not directly orindirectly transmit or disclose any Confidential Information to any person, concern or entity,except as required to fulfill his duties hereunder, and will not misuse, misappropriate or exploitsuch Confidential Information in any way. During the term of this Agreement and perpetuallythereafter, for so long as the information remains a Trade Secret, Executive shall not directly orindirectly, for himself or for others, transmit or disclose any Trade Secret to any person, concernor entity, except as required to fulfill his duties hereunder, and will not misuse, misappropriateor exploit such Trade Secret in any way.          (f) Executive agrees that at any time during the Employment Period or thereafter, Executiveshall not make, or cause or assist any other person to make, any statements or other communicationsto any third party that impugns or attacks, or is otherwise critical of, the reputation, businessor character of the Company, its Affiliates or any of their respective officers, director,employees, products or services.          5.2 Rights to Materials and Return of Materials.          All records, files, software, software code, memoranda, reports, price lists, customer lists,drawings, plans, sketches, documents, technical information, information on the use, developmentand integration of software, and the like (together with all copies of such documents and things)relating to the Company’s business or containing Confidential Information or Trade Secrets, whichExecutive shall use or prepare or come in contact with in the course of, or as a result of,Executive’s employment by the Company shall, as between the parties to this Agreement, remain thesole property of the Company. Laptop computers, other computers, software and related data,information and things provided to Executive by the Company or obtained by Executive, directly orindirectly, from the Company, also shall remain the sole property of the Company. Upon thetermination of Executive’s employment or upon the prior demand of the Company, Executive shallimmediately return all such materials and things to the
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Company and shall not retain any copies or remove or participate in removing any suchmaterials or things from the premises of the Company after termination or the Company’s request forreturn.          5.3 Inventions, Discoveries and Improvements.          (a) All Developments (as defined below) that are at any time made, conceived or suggested byExecutive, whether acting alone or in conjunction with others, during or as a result of Executive’semployment with the Company or its Affiliates, shall be the sole and absolute property of theCompany and its Affiliates, free of any reserved or other rights of any kind on Executive’s part.During the Executive’s employment and, if such Developments were made, conceived or suggested byExecutive during or as a result of Executive’s employment with the Company, or its Affiliates,thereafter, Executive shall promptly make full disclosure of any such Developments to the Companyand, at the Company’s cost and expense, do all acts and things (including, among others, theexecution and delivery under oath of patent and copyright applications and instruments ofassignment) deemed by the Company to be necessary or desirable at any time in order to effect thefull assignment to the Company and its Affiliates of Executive’s right and title, if any, to suchDevelopments. For purposes of this Agreement, the term “Developments” shall mean all data,discoveries, findings, reports, designs, plans, inventions, improvements, methods, practices,techniques, developments, programs, concepts, and ideas, whether or not patentable, relating to thepresent or planned activities, or future activities of which Executive is aware, or the productsand services of the Company or any of its Affiliates.          (b) If a patent application or copyright registration is filed by Executive or on Executive’sbehalf during Executive’s employment with the Company or within one (1) year after Executive’sleaving the Company’s employ, describing a Development within the scope of Executive’s work for theCompany or which otherwise relates to a portion of the Company’s business of which Executive hadknowledge during Executive’s employment with the Company, it is to be conclusively presumed thatthe Development was conceived by Executive during the period of such employment.          5.4 Restrictions on Solicitation. (a) During the period beginning on the EmploymentCommencement Date and ending on the second anniversary of the date of cessation of the employmentof the Executive for any reason whatsoever (the “Restricted Period”), Executive shall not,without the prior written permission of the Company, directly or indirectly, solicit, induce orattempt to induce any employees or agents of the Company or its Affiliates with whom Executive hashad Material Contact (as defined below) to do anything from which Executive is restricted by reasonof this Agreement nor shall Executive solicit, induce or aid others to solicit or induce anyemployees or agents of the Company or its Affiliates with whom Executive has had Material Contactto terminate their employment with the Company or its Affiliates and/or to enter into an employmentor agency relationship with the Executive or any other person or entity with whom Executive isaffiliated.          (b) During the Restricted Period, Executive shall not, directly or indirectly, without theprior written approval of the Company, solicit or contact any customer or potential customer withwhich Executive has had any Material Contact for the purpose of providing such customer orpotential customer products or services that are the same as or substantially similar to thoseprovided or offered to be provided by the Company.          (c) For purposes of this Agreement, Executive had “Material Contact” with an employee,agent or customer if, during the twelve (12) month period prior to the termination of Executive’semployment, (i) Executive had business dealings with the employee, agent, customer or potentialcustomer on behalf of the Company or its Affiliates; or (ii) Executive was responsible forsupervising or coordinating dealings between the Company or its Affiliates, and the customer orpotential
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customer; or (iii) Executive obtained Trade Secrets or Confidential Information about thecustomer or potential customer as a result of his employment with the Company.          5.5 Restrictions on Competitive Employment. (a) During the Restricted Period,Executive shall not, in any state in the United States where the Company or its Affiliates(excluding WebMD) conduct business, directly or indirectly, without the prior written approval ofthe Company, engage in a Competitive Position (as defined below) with, or own an interest in, anyfirm or business that is (i) engaged in competition with the Company or any of its Affiliates(excluding WebMD), or (ii) developing products or services competitive with those of the Company orany of its Affiliates (excluding WebMD) (each of the businesses described in clauses (i) and (ii) a“Competitive Business”). Notwithstanding the foregoing, Executive may have an interestconsisting of publicly traded securities constituting less than 1 percent of any class of publictraded securities in any public company engaged in a Competitive Business provided that he is notemployed by and does not consult with, or become a director of or otherwise engage in anyactivities for such company. For purposes of this Agreement, “Competitive Position” shallmean any service rendered to a Competitive Business (as a principal, agent, employee, consultant orotherwise) in which Executive will use or is likely to use any Confidential Information or TradeSecrets and in which Executive has duties to such company engaged in a Competitive Business thatare the same or similar to those actually performed by Executive for the Company.          (b) For purposes of the covenant not to compete set forth in Section 5.5(a) above, Executiveacknowledges that the Company and its Affiliates presently conduct their businesses throughout theUnited States, Europe and Asia. Executive agrees that the Restricted Period and the geographicalareas encompassed by such covenant are necessary and reasonable in order to protect the Company inthe conduct of its business.          5.6 Remedies. Executive acknowledges and agrees that the non-disclosure,non-solicitation and non-competition covenants contained in this Agreement are a reasonable meansof protecting the Company and its Affiliates from unfair competition by Executive. Executiveacknowledges and agrees that damages for a breach or threatened breach of any of the covenants setforth in this Section 5 will be difficult to determine and will not afford a full and adequateremedy, and therefore agrees that the Company, in addition to seeking actual damages in connectiontherewith, may seek specific enforcement of any such covenant in any court of competentjurisdiction, including, without limitation, by the issuance of a temporary or permanent injunctionwithout the necessity of posting a bond.          6 Notices.          Any notice or communication given by either party hereto to the other shall be in writing andpersonally delivered or mailed by registered or certified mail, return receipt requested, postageprepaid, to the following addresses:if to the Company:Porex Holdings, Inc.