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UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K/A
 Amendment No. 1
    to
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file
    number: 0-24975
      HLTH Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware

94-3236644(State of
    incorporation)

(I.R.S. employer identification
    no.)669 River Drive, Center 2

07407-1361Elmwood Park, New Jersey

(Zip code)(Address of principal executive
    office)   (201) 703-3400
 (Registrants telephone
    number including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.0001 per share

The Nasdaq Stock Market LLC (Global Select Market)   Securities registered pursuant to Section 12(g) of the
    Act:
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Regulation S-T o o
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationSummary Compensation TableGrants of Plan-Based Awards in 2008Outstanding Equity Awards at End of 2008Option Exercises and Stock Vested in 2008Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesEX-10.60EX-10.61EX-10.62EX-10.63EX-10.64EX-14.1EX-31.1EX-31.2    Table of Contents  
  PART III
 
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Directors
    and Executive Officers
    Directors
  Name

Age

PositionsMark J. Adler, M.D.(3)(4)


52


Director; Chairman of the Compensation CommitteePaul A. Brooke(1)(2)(5)(6)


63


DirectorKevin M. Cameron


42


DirectorNeil F. Dimick(4)(5)


59


Director; Chairman of the Nominating Committee; Chairman of the
    Governance & Compliance CommitteeJames V. Manning(1)(2)(4)


62


Director; Chairman of the Audit CommitteeHerman Sarkowsky(3)(5)(6)


83


DirectorJoseph E. Smith(1)(2)(3)(6)


70


DirectorMartin J. Wygod(1)


69


Chairman of the Board; Acting Chief Executive Officer     (1)
    
    Member of the Executive Committee(2)
    
    Member of the Audit Committee(3)
    
    Member of the Compensation Committee(4)
    
    Member of the
    Governance & Compliance Committee(5)
    
    Member of the Nominating Committee(6)
    
    Member of the Related Parties
    Committee    Executive
    Officers
  Name

Age

PositionsMartin J. Wygod


69


Chairman of the Board and Acting Chief Executive OfficerMark D. Funston


49


Executive Vice President and Chief Financial OfficerWayne T. Gattinella


57


CEO and President of WebMDCharles A. Mele


52


Executive Vice President, General Counsel and SecretaryWilliam G. Midgette


53


CEO and President of Porex   Mark J. Adler, M.D.
 1




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Paul A. Brooke
  Kevin M. Cameron
  Neil F. Dimick
  Mark D. Funston
  Wayne T. Gattinella
 2




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James V. Manning
  Charles A. Mele
  William G. Midgette
  Herman Sarkowsky
  Joseph E. Smith
  Martin J. Wygod
    Section 16(a)
    Beneficial Ownership Reporting Compliance
    Corporate
    Governance
  Board of Directors.
 3




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Communications with Our Directors. 07407-1361.
  
    forwarded to the addressees or distributed at the next scheduled
    Board meeting; or
    if they relate to financial or accounting matters, forwarded to
    the Audit Committee or discussed at the next scheduled Audit
    Committee meeting; or
    if they relate to the recommendation of the nomination of an
    individual, forwarded to the Nominating Committee or discussed
    at the next scheduled Nominating Committee meeting; or
    if they relate to the operations of HLTH, forwarded to the
    appropriate officers of HLTH, and the response or other handling
    reported to the Board at the next scheduled Board meeting.  Committees of the Board of
    Directors.
  Executive Committee.
  Audit Committee.
 4




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
    retaining and overseeing the registered public accounting firm
    that serves as our independent auditor and evaluating their
    performance and independence;
    reviewing our annual audit plan with HLTHs management and
    registered public accounting firm;
    pre-approving any permitted non-audit services provided by our
    registered public accounting firm;
    approving the fees to be paid to our registered public
    accounting firm;
    reviewing the adequacy and effectiveness of our internal
    controls with HLTHs management, internal auditors and
    registered public accounting firm;
    reviewing and discussing the annual audited financial statements
    and the interim unaudited financial statements with HLTHs
    management and registered public accounting firm;
    approving our internal audit plan and reviewing reports of our
    internal auditors;
    determining whether to approve related party transactions (other
    than transactions with WHC, approval of which has been delegated
    to the Related Parties Committee, as described below); and
    overseeing the administration of HLTHs Code of Business
    Conduct.    Compensation Committee.
  
    oversight of our executive compensation program and our
    incentive and equity compensation plans;
    determination of compensation levels for and grants of incentive
    and equity-based awards to our executive officers and the terms
    of any employment agreements with them;
    determination of compensation levels for non-employee
    directors; and
    review of and making recommendations regarding other matters
    relating to our compensation practices.    Nominating Committee.
 5




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
    identifying individuals qualified to become Board members;
    recommending to the Board the director nominees for each Annual
    Meeting of Stockholders; and
    recommending to the Board candidates for filling vacancies that
    may occur between Annual Meetings.    
    the amount and type of the potential nominees managerial
    and policy-making experience in complex organizations and
    whether any such experience is particularly relevant to HLTH;
    any specialized skills or experience that the potential nominee
    has and whether such skills or experience are particularly
    relevant to HLTH;
    in the case of non-employee directors, whether the potential
    nominee has sufficient time to devote to service on the HLTH
    Board and the nature of any conflicts of interest or potential
    conflicts of interest arising from the nominees existing
    relationships;
    in the case of non-employee directors, whether the nominee would
    be an independent director and would be considered a
    financial expert or to have financial
    sophistication under applicable SEC rules and the listing
    standards of The Nasdaq Global Select Market;
    in the case of potential new members, whether the nominee
    assists in achieving a mix of Board members that represents a
    diversity of background and experience, including with respect
    to age, gender, race, areas of expertise and skills; and
    in the case of existing members, the nominees
    contributions as a member of the Board during his or her prior
    service.  07407-1361.
  Governance & Compliance
    Committee.
  
    evaluating and making recommendations to the Board regarding
    matters relating to the governance of HLTH;
    assisting the Board in coordinating the activities of the
    Boards other standing committees, including with respect
    to HLTHs compliance programs and providing additional
    oversight of those compliance programs; and
    providing oversight of senior executive recruitment and
    management development. 6




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Related Parties Committee.
  
    oversight of transactions between HLTH and WHC; and
    oversight of other matters in which the interests of HLTH and
    WHC conflict or may potentially conflict.  Other Committees.
  
    Special Committee.  Messrs. Brooke,
    Manning, Sarkowsky and Smith and Dr. Adler are members of a
    special committee of the Board to oversee matters relating to
    the investigations described in Legal
    Proceedings  Investigations by United States Attorney
    for the District of South Carolina and the SEC in
    Note 14 to the Consolidated Financial Statements included
    in this Annual Report; and
    Stock Repurchase
    Committee.  Messrs. Wygod, Manning and Smith
    are members of a committee of the Board authorized to make
    determinations relating to repurchases of HLTH Common Stock.  Code of
    Conduct
  www.hlth.com Form 8-K.
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Non-Employee
    Director Compensation
  Introduction.
  2008 Director Compensation
    Table.
  (b)


(c)Fees Earned or


Option


(d)(a)

Paid in Cash


Awards


TotalName

($)


($)(1)(2)


($)Mark J. Adler, M.D.(3)


62,500



61,686



124,186Paul A. Brooke


75,000



61,686



136,686Neil F. Dimick(3)


57,500



61,686



119,186James V. Manning(3)


80,000



61,686



141,686Herman Sarkowsky


65,000



61,686



126,686Joseph E. Smith


75,000



61,686



136,686     (1)
    
    The amounts reported in Column
    (c) above reflect the aggregate dollar amounts recognized
    by HLTH in 2008 for stock option awards for income statement
    reporting purposes under Statement of Financial Accounting
    Standards (SFAS) No. 123R, Share-based
    Payments (disregarding any estimate of forfeitures related
    to service-based vesting conditions). See Note 15
    (Stock-Based Compensation) to the Consolidated Financial
    Statements included in this Annual Report for an explanation of
    the methodology and assumptions used in determining the fair
    value of stock option awards granted. The amounts reported in
    Column (c) reflect our accounting expense for these stock
    option awards, not amounts realized by our Non-Employee
    Directors. The actual amounts, if any, ultimately realized by
    our Non-Employee Directors from options to purchase HLTH Common
    Stock will depend on the price of HLTH Common Stock at the time
    they exercise vested stock options.(2)
    
    Under HLTHs Amended and
    Restated 2000 Long-Term Incentive Plan (which we refer to as the
    2000 Plan), each Non-Employee Director of HLTH automatically
    receives a non-qualified option to purchase 20,000 shares
    of HLTH Common Stock on each January 1, with an exercise
    price equal to the closing price on the last trading date of the
    prior year and a vesting schedule as follows: 1/4 of the grant
    on the first anniversary of the date of grant and 1/48 of the
    grant on a monthly basis over the next three years (full vesting
    on the fourth anniversary of the date of grant). In addition,
    each Non-Employee Director of HLTH received, pursuant to a
    discretionary grant made on December 10, 2008, a
    non-qualified option to purchase 20,000 shares of HLTH
    Common Stock and with the same vesting schedule as the automatic
    grant. The grants made on January 1, 2008 each had an
    exercise price of $13.40 per share and a total grant date fair
    value equal to $78,398 and the grants made on December 10,
    2008 each had an exercise price of $9.46 per share and a total
    grant date fair value equal to $56,872 (the fair value, in each
    case, being based on the methodology and assumptions referred to
    in Footnote 1 above). The following lists the total number of
    shares of HLTH Common Stock subject to outstanding unexercised
    option awards held by each of our Non-Employee Directors as of
    December 31, 2008 and the weighted average exercise price
    of those options:  Number ofShares Subject to


Weighted AverageName

Outstanding Options


Exercise PriceMark J. Adler, M.D.


276,000


$
10.35Paul A. Brooke


250,000


$
8.57Neil F. Dimick


97,916


$
10.48James V. Manning


288,000


$
9.24Herman Sarkowsky


425,000


$
11.04Joseph E. Smith


206,000


$
11.57    8




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(3)
    
    These three Non-Employee Directors
    of HLTH are also non-employee directors of WHC, for which they
    received compensation from WHC. For information regarding the
    compensation they received from WHC, see below under
    Compensation for Service on WHC Board.  Cash
    Compensation
  Overview.
  
    an annual retainer for service on the Board;
    annual fees for service on standing Committees of the Board;
    annual fees, if any, for serving as Chairperson of standing
    Committees of the Board; and
    fees, if any, for service on other Committees of the Board.    Board Service.
  Service on Standing Committees.
  Type of Service

Annual FeeMembership on Audit Committee (Messrs. Brooke, Manning
    and Smith)

$
15,000Membership on Compensation Committee (Dr. Adler and
    Messrs. Sarkowsky and Smith)or Nominating Committee
    (Messrs. Brooke, Dimick and Sarkowsky)

$
5,000Membership on Governance & Compliance Committee
    (Dr. Adler and Messrs. Dimick and Manning)or
    Related Parties Committee (Messrs. Brooke, Sarkowsky and
    Smith)

$
10,000Chairperson of Compensation Committee (Dr. Adler)or
    Nominating Committee (Mr. Dimick)

$
2,500Chairperson of Audit Committee (Mr. Manning)or
    Governance & Compliance Committee
    (Mr. Dimick)

$
10,000     Service on Other Committees.
  Option
    Grants
  Annual Stock Option Grants.
 9




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1 4 1 48
    Discretionary Grants.
  Compensation for Service on WHC
    Board.
    (d)(b)


(c)


Cash Fees forStock


Option


Strategic Planning


(e)(a)

Awards


Awards


Committee Service


TotalName

($)(1)


($)(2)(3)


($)


($)Mark J. Adler, M.D.


57,089



168,184



3,750



229,023Neil F. Dimick


82,089



168,184



3,750



254,023James V. Manning


74,589



168,184



3,750



246,523  10




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(1)
    
    Shares of WHC Class A Common
    Stock were issued by WHC on September 28, 2008 (the
    anniversary of WHCs initial public offering) in payment
    for annual fees for service on the WHC Board and its standing
    committees. These shares are not subject to vesting requirements
    or forfeiture. The amounts (expressed in dollars) of the fees
    are the same as those applicable to the HLTH Board and its
    standing Committees, as described above. For each individual
    listed in Column (a) of this table, the number of shares to
    be issued was determined by dividing the aggregate dollar amount
    of the fees by $32.75 (the closing price of WHC Class A
    Common Stock on the Nasdaq Global Select Market on
    September 26, 2008, the last trading day prior to the
    anniversary of WHCs 2005 initial public offering on
    September 28, 2008, which fell on a Sunday), with cash paid
    in lieu of issuing fractional shares. Dr. Adler received
    1,450 shares of WHC Class A Common Stock;
    Mr. Dimick received 2,213 shares; and Mr. Manning
    received 1,984 shares. In addition, this column includes
    $9,589 for each individual, which reflects the aggregate dollar
    amounts recognized by WHC in 2008, for income statement
    reporting purposes under SFAS No. 123R (based on the
    methodology and assumptions referred to in Footnote 2 below),
    for grants of WHC Restricted Stock made to these directors at
    the time of WHCs initial public offering. That amount
    reflects WHCs accounting expense for these WHC Restricted
    Stock awards, not amounts realized by our Non-Employee
    Directors. The actual amounts, if any, ultimately realized by
    our Non-Employee Directors from WHC Restricted Stock will depend
    on the price of WHC Class A Common Stock at the time the
    WHC Restricted Stock vests.(2)
    
    The amounts reported in Column
    (c) above reflect the aggregate dollar amounts recognized
    by WHC in 2008 for stock option awards for income statement
    reporting purposes under SFAS No. 123R (disregarding
    any estimate of forfeitures related to service-based vesting
    conditions). See WHC Plans in Note 15
    (Stock-Based Compensation) to the Consolidated Financial
    Statements included in this Annual Report for an explanation of
    the methodology and assumptions used in determining the fair
    value of stock option awards granted. The amounts reported in
    Column (c) reflect WHCs accounting expense for these
    stock option awards, not amounts realized by the individuals
    listed in the table. The actual amounts, if any, ultimately
    realized by these individuals from WHC equity compensation will
    depend on the price of WHC Class A Common Stock at the time they
    exercise vested stock options or at the time of vesting of WHC
    Restricted Stock.(3)
    
    Under WHCs Amended and
    Restated 2005 Long-Term Incentive Plan (which we refer to as the
    WHC 2005 Plan), each Non-Employee Director of WHC automatically
    receives a non-qualified option to purchase 13,200 shares
    of WHC Class A Common Stock on each January 1, with an
    exercise price equal to the closing price on the last trading
    date of the prior year. In addition, each Non-Employee Director
    of WHC received, pursuant to a discretionary grant made on
    December 10, 2008, a non-qualified option to purchase
    13,200 shares of WHC Class A Common Stock. The grants
    made on January 1, 2008 each had an exercise price of
    $41.07 per share and a total grant date fair value equal to
    $183,939 and the grants made on December 10, 2008 each had
    an exercise price of $23.61 and a total grant date fair value
    equal to $133,440 (the fair value, in each case, being based on
    the methodology and assumptions referred to in Footnote 2
    above). The vesting schedule for all such grants is 25% of the
    original amount granted on each of the first, second, third and
    fourth anniversaries of the date of grant. The following lists
    the total number of shares of WHC Class A Common Stock
    subject to outstanding unexercised option awards held by the
    listed individuals as of December 31, 2008 and the weighted
    average exercise price of those options:  Number ofShares Subject toOutstanding


Weighted AverageName

WHC Options


Exercise PriceMark J. Adler, M.D.


66,000


$
30.25Neil F. Dimick


66,000


$
30.25James V. Manning


66,000


$
30.25    11




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Item 11.
    Executive
    Compensation  Overview
    
    2008 Report of the Compensation
    Committee.  This section contains a report of
    the Compensation Committee of our Board of Directors regarding
    the Compensation Discussion and Analysis section
    described below. The material in the 2008 Report of the
    Compensation Committee shall not be deemed incorporated by
    reference by any general statement incorporating by reference
    this Annual Report into any filing under the Securities Act of
    1933 or the Securities Exchange Act of 1934, except to the
    extent that HLTH specifically incorporates this information by
    reference, and shall not otherwise be deemed filed under such
    Acts.
    Compensation Committee Interlocks and Insider
    Participation.  This section contains
    information regarding certain types of relationships involving
    our Compensation Committee members.
    Compensation Discussion and
    Analysis.  This section contains a description
    of the specific types of compensation we pay, a discussion of
    our compensation policies, information regarding how those
    policies were applied to the compensation of our Named Executive
    Officers for 2008 and other information that we believe may be
    useful to investors regarding compensation of our Named
    Executive Officers and other employees.
    Executive Compensation Tables.  This
    section provides information, in tabular formats specified in
    applicable SEC rules, regarding the amounts or value of various
    types of compensation paid to our Named Executive Officers and
    related information.
    Potential Payments and Other Benefits Upon Termination or
    Change in Control.  This section provides
    information regarding amounts that could or have become payable
    to our Named Executive Officers following specified events.
    Employment Agreements with Named Executive
    Officers.  This section contains summaries of
    the employment agreements between HLTH (or our subsidiaries) and
    our Named Executive Officers. We refer to these summaries in
    various other places in this Executive Compensation section.    2008
    Report of the Compensation Committee
   12




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Form 10-K.
  Mark J. Adler, M.D. (Chairperson)
 Herman Sarkowsky
 Joseph E. Smith
  Compensation
    Committee Interlocks and Insider Participation
      Compensation
    Discussion and Analysis
    Overview of Types of Compensation Used by
    HLTH.
  
    cash salary;
    an annual cash bonus, the amount of which was determined, for
    2008, by the Compensation Committee in its discretion;
    special bonuses to provide recognition for specific
    accomplishments or at the time of a promotion, if determined by
    the Compensation Committee to be appropriate and in amounts
    determined by the Compensation Committee in its discretion;
    grants of non-qualified options to purchase shares of HLTH
    Common Stock, subject to vesting based on continued employment,
    with an exercise price that is equal to the fair market value of
    HLTH Common Stock on the grant date (and, in the case of certain
    Named Executive Officers, options to purchase shares of WHC
    Class A Common Stock, with an exercise price that is equal
    to the fair market value of WHC Class A Common Stock on the
    grant date); and
    grants of shares of restricted HLTH Common Stock (which we refer
    to as HLTH Restricted Stock), subject to vesting based on
    continued employment and, in the case of Messrs. Gattinella
    and Wygod only, shares of restricted WHC Class A Common
    Stock (which we refer to as WHC Restricted Stock), subject to
    vesting based on continued employment.     13




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Discussion of Compensation
    Policies.
  
    Competitive with the market in order to help attract,
    motivate and retain highly qualified managers and
    executives.  We seek to attract and retain talent
    by offering competitive base salaries, annual incentive
    opportunities, and the potential for long-term rewards through
    equity-based awards, such as stock options and restricted stock.
    We have, in the past, granted and may continue to grant
    equity-based awards to a large portion of our employees, not
    just our executives. Those awards have been primarily in the
    form of non-qualified options to purchase HLTH Common Stock.
    Performance-based to link executive pay to company
    performance over the short term and long term and to facilitate
    shareholder value creation.  It is HLTHs
    practice to provide compensation opportunities in addition to
    base salary that are linked to our companys performance
    and the individuals performance. Achievement of short-term
    goals is rewarded through annual cash bonuses, while achievement
    of long-term objectives is encouraged through nonqualified stock
    option grants and restricted stock awards that are subject to
    vesting over periods generally ranging from three to four years.
    Through annual and long-term incentives, a major portion of the
    total potential compensation of HLTHs executive officers
    (and other members of senior management) is placed at risk in
    order to motivate them to improve the performance of our
    businesses and to increase the value of our company.
    Designed to foster a long-term commitment by
    management.  The Compensation Committee believes
    that there is great value to our company in having a team of
    long-tenured, seasoned executives and managers. Our compensation
    practices are designed to foster a long-term commitment to HLTH
    by our management team. The vesting schedules attributable to
    equity grants are typically 3 to 4 years with, in some
    cases (particularly for more senior executives), scheduled
    vestings that are smaller in the early vesting periods and
    greater in the later vesting periods.   14




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Key Corporate Transactions Affecting Compensation
    Decisions for 2008.
  
    2008 EBSCo Sale.  On November 16, 2006, we
    sold a 52% interest in the business that constituted our Emdeon
    Business Services segment, excluding its ViPS business unit
    (which we refer to as EBS) to an affiliate of General Atlantic
    LLC (which we refer to as GA). In this Annual Report, we refer
    to this transaction as the 2006 EBS Sale. We received cash
    proceeds of approximately $1.2 billion from the 2006 EBS
    Sale. From the closing of the 2006 EBS Sale to the closing of
    the 2008 EBSCo Sale (described below), we owned 48% of EBS
    Master LLC (which we refer to as EBSCo), the entity that
    acquired EBS in the 2006 EBS Sale. In this Annual Report, we use
    the names Emdeon Business Services and EBS to refer to the
    business owned by EBSCo and, with respect to periods prior to
    the consummation of the 2006 EBS Sale, to the reporting segment
    of our company. In February 2008, we completed the sale of our
    48% minority ownership interest in EBSCo (which we refer to as
    the 2008 EBSCo Sale) to an affiliate of GA and affiliates of
    Hellman & Friedman, LLC. We received cash proceeds of
    approximately $575 million from the 2008 EBSCo Sale.
    ViPS Sale.  In February 2008, we announced our
    intention to divest our ViPS segment. On July 22, 2008, we
    completed the sale of our ViPS segment to an affiliate of
    General Dynamics Corporation. In this Annual Report, we refer to
    this transaction as the ViPS Sale. Through ViPS, we had provided
    healthcare data management, analytics, decision-support and
    process automation solutions and related information technology
    services to governmental, Blue Cross Blue Shield and commercial
    healthcare payers. In the ViPS Sale, we received cash proceeds
    of approximately $223 million, net of a working capital
    adjustment, professional fees and other expenses.
    Terminated WHC Merger.  In February 2008, HLTH
    and WHC entered into an Agreement and Plan of Merger (which we
    refer to as the Merger Agreement), pursuant to which HLTH would
    merge into WHC (which we refer to as the WHC Merger), with WHC
    continuing as the surviving corporation. The Merger Agreement
    resulted from negotiations between HLTH and a Special Committee
    of the Board of Directors of WHC during late 2007 and early
    2008. HLTHs Board of Directors had initiated the process
    leading to the entry into the Merger Agreement with WHC because
    it believed that the primary 15




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reason of many of the holders of HLTH Common Stock for owning
    those shares was HLTHs controlling interest in WHC and
    that the value of HLTHs other businesses was not
    adequately reflected in the trading price of HLTH Common Stock.
    In connection with the entry by HLTH and WHC into the Merger
    Agreement, the HLTH Board made a determination to divest Porex
    and ViPS (which divestitures were not, however, dependent on the
    merger occurring). Pursuant to the terms of a Termination
    Agreement entered into on October 19, 2008 (which we refer
    to as the Termination Agreement), HLTH and WHC mutually agreed,
    in light of the turmoil in financial markets, to terminate the
    Merger Agreement. The termination of the Merger Agreement was by
    mutual agreement of the companies and was unanimously approved
    by the Board of Directors of each of the companies and by the
    Special Committee of independent directors of WHC. The Boards
    determined that both HLTH, as controlling stockholder of WHC,
    and the public stockholders of WHC would benefit from WHC
    continuing as a publicly-traded subsidiary with no long-term
    debt and approximately $340 million in cash and
    investments. The Boards concluded that, by terminating the
    merger, HLTH and WHC would retain financial flexibility and be
    in a position to pursue potential acquisition opportunities
    expected to be available to companies with significant cash
    resources in a period of financial market uncertainty.  
    2008 Tender Offer.  Following the termination
    of the WHC Merger, our Board of Directors determined that
    repurchasing our Common Stock through a tender offer would be an
    efficient means to provide value to our stockholders. In
    deciding to make the offer, our Board of Directors considered
    that, following the termination of the WHC Merger, some holders
    of HLTH Common Stock might wish to have the opportunity to sell
    some or all of their holdings for cash. On October 27,
    2008, we commenced a tender offer to purchase up to
    80,000,000 shares of our common stock at a price of $8.80
    per share. In this Annual Report, we refer to this tender offer
    as the 2008 Tender Offer. The 2008 Tender Offer represented an
    opportunity for HLTH to return capital to stockholders who
    elected to tender their shares of HLTH Common Stock, while
    stockholders who chose not to participate in the 2008 Tender
    Offer automatically increased their relative percentage interest
    in our company at no additional cost to them. Prior to the
    closing of the 2008 Tender Offer, we exercised our right to
    purchase an additional 2% of our outstanding shares without
    extending the tender offer. On November 25, 2008, the 2008
    Tender Offer was completed and, as a result, we repurchased
    83,699,922 shares of our Common Stock at a price of $8.80
    per share. The shares purchased in the 2008 Tender Offer
    represented approximately 45% of the outstanding shares of
    our Common Stock immediately prior to the tender offer. As a
    result of the 2008 Tender Offer, a prior tender offer in 2006
    and additional repurchases of our Common Stock under repurchase
    programs, the number of shares of our Common Stock outstanding
    declined from 278,327,825 on December 31, 2005 to
    101,374,536 on December 31, 2008 (in each case, excluding
    unvested shares of restricted Common Stock granted under our
    equity plans).
    Planned Porex Sale.  In February 2008, we
    announced our intention to divest our Porex segment. The
    divestiture process for Porex remains ongoing. Porex develops,
    manufactures and distributes proprietary porous plastic products
    and components used in healthcare, industrial and consumer
    applications. Porex also provides porous plastic surgical
    implants used in reconstruction and cosmetic surgery of the
    head, face and neck.    Use of
    Specific Types of Compensation in 2008.
  Base Salary.
 16




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##### Table of Contents



Bonuses.
  
    goals of any type set by the Board and communicated to senior
    management at any point in the year;
    the effects of acquisitions and dispositions of businesses made
    during the year; and
    the effects of unexpected events and changes in HLTHs
    businesses during the year.     17




---



##### Table of Contents



Target AnnualTarget Annual


Bonus AmountNamed



Annual


Bonus


as a PercentExecutive Officer

Title

Salary


Opportunity


of SalaryMartin J. Wygod

Chairman of the Board and Acting CEO

$
975,000


$
975,000



100
%Mark D. Funston

Executive Vice President and Chief Financial Officer

$
375,000


$
187,000



50
%Wayne T. Gattinella

CEO of WebMD

$
560,000


$
560,000



100
%Charles A. Mele

Executive Vice President, General Counsel & Secretary

$
450,000


$
225,000



50
%William Midgette

CEO of Porex

$
280,000


$
140,000



50
%     Named



2008 Annual Bonus


2007 Annual BonusExecutive Officer

Title

Amount


% of Target


Amount


% of TargetMartin J. Wygod

Chairman of the Board and Acting CEO

$
1,500,000



154
%

$
520,000



53
%Mark D. Funston

Executive Vice President and Chief Financial Officer

$
130,000



70
%

$
100,000



53
%Wayne T. Gattinella

CEO of WebMD

$
270,000
(1)


48
%

$
270,000
(1)


48
%Charles A. Mele

Executive Vice President, General Counsel & Secretary

$
350,000



156
%

$
233,000



104
%William Midgette

CEO of Porex

$
91,000



65
%

$
108,500



78
%     (1)
    
    Includes $135,000 contributed to
    the Supplemental Bonus Trust described under
     Supplemental Bonus Plan (SBP) below.     18




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##### Table of Contents



Supplemental Bonus Plan (SBP). 1 2
  Equity Compensation.
     19




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##### Table of Contents



Application of Compensation Policies to Individual Named
    Executive Officers.
     20




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##### Table of Contents



Benefits and Perquisites.
  Compensation
    Following Termination of Employment or a Change in
    Control
  Overview.
   21




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##### Table of Contents



Employment Agreement Provisions Regarding Termination
    Benefits.
  
    continuation of cash compensation (including salary and, in some
    cases, an amount based on past bonuses) for a period following
    termination;
    continuation of vesting
    and/or
    exercisability of some or all options or restricted
    stock; and
    continued participation in certain of HLTHs health and
    welfare insurance plans or payment of COBRA premiums.    Employment Agreement Provisions Regarding Change in Control
    Benefits.
  
    Mr. Wygods employment agreement includes terms
    providing that if there is a change in control of HLTH, all of
    his outstanding options and other equity compensation (including
    WHC equity) would become immediately vested and, if his
    employment terminates for any reason other than cause, the
    options would remain exercisable for the remainder of the
    originally scheduled term. The employment agreement also
    contains provisions providing that he may resign and receive
    severance payments, but it requires Mr. Wygod to provide
    certain consulting services during any period in which he is
    receiving severance (but at no more than 20% of the level of
    services that he devoted during the three years prior to the
    date of termination).
    With respect to Messrs. Cameron and Mele, their employment
    agreements include terms providing that:  
    they would be able to resign following a change in control,
    after the completion of a transition period with the successor,
    and receive the same benefits that they would be entitled to
    upon a termination without cause following the change in control
    (as set forth in the tables below and the descriptions of their
    respective employment agreements that follow); and
    they would receive accelerated vesting of the options to
    purchase shares of WHC Class A Common Stock granted to them
    on September 28, 2005 in the event of a change in control
    of WHC or if WHC is no longer an affiliate of HLTH since, as a
    result of such a transaction, they would no longer have a direct
    involvement with WHCs business.  
    In the case of Mr. Gattinella, his employment agreement
    provides that, so long as he remains employed for one year
    following a change in control of WHC, his options to purchase
    WHC Class A Common Stock granted on December 10, 2008
    would continue to vest until the second anniversary of the
    change 22




---



##### Table of Contents



in control, even if he resigns from the employ of WHC prior to
    such vesting date. In addition, that portion of the restricted
    stock grant made on December 10, 2008 that would have
    vested through the second anniversary of the change in control
    will accelerate to the date of his resignation.      Application in 2008.
  
    Mr. Wygod.  The amendment to
    Mr. Wygods employment agreement in December 2008
    included certain changes to HLTHs obligations in the event
    of certain terminations of employment, including: (i) setting
    the severance period at three years (the prior agreement
    provided for a severance period equal to the remainder of the
    term, or if longer, two years); and (ii) including bonus as
    a component of the 3 year severance payment calculation
    (based on the average of the bonuses received over the prior
    three years) in recognition of the fact that bonuses have been a
    significant portion of the compensation paid to Mr. Wygod.
    See  Employment Agreements with Named Executive
    Officers  Martin J. Wygod below for additional
    description of the December 2008 amendment. The remaining
    provisions related to post-termination compensation (including
    the Section 280G
    gross-up
    provision described above) in that employment agreement were
    carried forward from the existing employment agreement with
    Mr. Wygod. The Compensation Committee believed that it was
    appropriate to maintain those provisions in the employment
    agreement in connection with extending the term of the agreement
    and that the rights provided to Mr. Wygod under those
    provisions, taken together with the changes made to the
    employment agreement, were reasonable in order to retain the
    services of Mr. Wygod and in light of the other provisions
    of the employment agreement.
    Mr. Midgette.  Mr. Midgettes
    employment agreement was amended in March 2008, in connection
    with the Porex divestiture process, to provide enhanced
    severance benefits and acceleration of equity upon a change in
    control of Porex. His employment agreement, as amended, provides
    that if, within 15 months following a change in control of
    Porex, he is terminated without cause or required to take a
    salary reduction or to relocate beyond a specified distance, he
    would be entitled to continuation of his base salary, as
    severance, for a period of two years (rather than the one year
    of severance payable if the termination did not follow a change
    in control of Porex) and payment of his COBRA premiums for up to
    18 months. With respect to the options to purchase HLTH
    Common Stock and HLTH Restricted Stock granted to him on
    December 10, 2008, if there is a change in control of Porex
    prior to the first vesting date (December 10, 2009), he
    would receive the first vesting of such grants, accelerated to
    the closing date of the change in control transaction. The
    Compensation Committee also approved an aggregate of $100,000 in
    potential retention bonuses, which would generally be payable to
    Mr. Midgette if he remains employed for 60 days
    following a sale of Porex
    and/or Porex
    Surgical (or if he is terminated without cause or resigns for
    good reason on or after the closing date but before such 60th
    day). The Compensation Committee believed that the terms and
    conditions described above are appropriate incentives for
    Mr. Midgette to remain with Porex during the divestiture
    process and to 23




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##### Table of Contents



assist HLTH in that process. For additional information, see
    Employment Agreements with Named Executive
    Officers  William Midgette below.  
    Mr. Lehrer.  Mr. Lehrers
    employment agreement was amended in March 2008, in connection
    with the ViPS divestiture process, to provide enhanced severance
    benefits and acceleration of equity upon a change in control of
    ViPS. Mr. Lehrer left HLTH in July 2008 in connection with
    the consummation of the ViPS Sale. As contemplated by the March
    2008 amendment, Mr. Lehrers post-termination
    compensation included: (a) a retention bonus of $100,000 payable
    60 days after closing of the ViPS Sale; (b) a success
    bonus of $150,000, the amount of which was determined by the
    Compensation Committee, in its discretion, following the
    completion of the ViPS Sale, based on its evaluation that
    Mr. Lehrer made significant efforts in connection with the
    divestiture process and the successful completion of that
    process; (c) accelerated vesting, on the closing date of
    the ViPS Sale, of 13,334 shares of HLTH Restricted Stock
    that were scheduled to vest between the closing date and
    June 6, 2009 (with an aggregate value of $152,140 on the
    closing date); and (d) accelerated vesting, on the closing
    date of the ViPS Sale, of options to purchase 78,750 shares
    of HLTH Common Stock that were scheduled to vest between the
    closing date and June 6, 2009 (with an aggregated realized
    value on the date of exercise of $156,250). The Compensation
    Committee believed that the terms and conditions described above
    were appropriate incentives for Mr. Lehrer to remain with
    ViPS during the divestiture process and to assist HLTH in that
    process.  Deductibility of
    Compensation.
  Executive
    Compensation Tables
    
    Summary Compensation Table, which presents information regarding
    our Named Executive Officers total compensation and the
    types and value of its components; and
    three tables providing additional information regarding our
    equity compensation, entitled: Grants of Plan-Based Awards in
    2008; Outstanding Equity Awards at End of 2008; and Option
    Exercises and Stock Vested in 2008.    
 Summary
    Compensation Table
  Table.
 24




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##### Table of Contents



(e)


(f)


(g)(a)




(c)


(d)


Stock


Option


All Other


(h)Name and

(b)


Salary


Bonus


Awards


Awards


Compensation


TotalPrincipal Position

Year


($)


($)(1)


($)(2)


($)(2)


($)


($)Kevin M. Cameron
    Chief Executive Officer (on medical leave)(3)(4)


2008



101,538



250,000



1,354,078H



1,834,261
H


235,888
(5)


3,848,97473,209
W1,907,4702007



660,000



520,000



1,478,740
H


2,227,811
H


17,627
(5)


5,038,119133,941
W2,361,7522006



660,000



3,530,000



714,830
H


1,682,494
H


17,552
(5)


6,843,998239,122
W1,921,616Martin J. Wygod
    Chairman of the Board and Acting Chief Executive Officer(3)


2008



975,000



1,500,000



1,669,304
H


1,843,880
H


10,847
(6)


6,464,420138,791
W


326,598
W1,808,095



2,170,4782007



975,000



520,000



1,623,018
H


1,813,757
H


10,847
(6)


5,710,783229,931
W


538,230
W1,852,949



2,351,9872006



975,000



3,530,000



629,691
H


709,598
H


10,847
(6)


7,255,798439,809
W


960,853
W1,069,500



1,670,451Mark D. Funston
    Executive VP and Chief Financial Officer


2008



375,000



130,000



176,625
H


190,360
H


7,930
(7)


888,0188,103
W198,4632007



375,000



100,000



173,881
H


182,503
H


169,948
(7)


1,001,3322006
(8)


46,875



35,000



22,867
H


24,000
H


526
(7)


129,268Wayne T. Gattinella
    Chief Executive Officer and President of WebMD


2008



560,000



135,000
(9)


138,791
W


326,598
W


9,758
(10)


1,170,1472007



560,000



135,000
(9)


7,457
H


84,850
H


9,214
(10)


1,564,682229,931
W


538,230
W237,388



623,0802006



560,000



340,000



46,977
H


229,800
H


8,313
(10)


2,585,752439,809
W


960,853
W486,786



1,190,653Arthur Lehrer
    Formerly CEO of ViPS


2008



173,077
(11)


250,000
(11)


200,115
H


287,862
H


7,587
(12)


918,641 25




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##### Table of Contents



(e)


(f)


(g)(a)




(c)


(d)


Stock


Option


All Other


(h)Name and

(b)


Salary


Bonus


Awards


Awards


Compensation


TotalPrincipal Position

Year


($)


($)(1)


($)(2)


($)(2)


($)


($)Charles A. Mele
    Executive VP, General Counsel and Secretary


2008



450,000



350,000



401,951
H


452,183
H


16,663
(13)


1,729,36558,568
W510,7512007



450,000



233,000



402,430
H


523,569
H


16,663
(13)


1,732,815107,153
W630,7222006



450,000



1,350,000



121,643
H


312,736
H


16,663
(13)


2,442,339191,297
W504,033William Midgette
    CEO of Porex


2008



280,000



91,000



1,814
H


4,087
H


25,333
(14)


402,234     (1)
    
    The amounts reported in Column
    (d) above for Messrs. Cameron, Mele and Wygod in 2006
    reflect both regular annual bonuses for that year, as well as
    special bonuses that were made in recognition of the
    contributions of those Named Executive Officers to the
    completion of the EPS Sale and the 2006 EBS Sale and the related
    repositioning of our company. The amounts of the special
    bonuses, which were determined by the Compensation Committee of
    the HLTH Board in its discretion, were as follows:
    Mr. Cameron  $2,750,000;
    Mr. Mele  $1,000,000; and
    Mr. Wygod  $2,750,000.(2)
    
    The amounts reported in Columns
    (e) and (f) above reflect the aggregate dollar amounts
    recognized by HLTH for stock awards and option awards for income
    statement reporting purposes under SFAS No. 123R
    (disregarding any estimate of forfeitures related to
    service-based vesting conditions). See Note 15 (Stock-Based
    Compensation) to the Consolidated Financial Statements included
    in this Annual Report for an explanation of the methodology and
    assumptions used in determining the fair value of stock and
    stock option awards granted. The amounts reported in Columns
    (e) and (f) reflect our accounting expense for these
    equity awards, not amounts realized by our Named Executive
    Officers. The actual amounts, if any, ultimately realized by our
    Named Executive Officers from equity compensation will depend on
    the price of our Common Stock (or the price of WHC Class A
    Common Stock in the case of WHC equity awards) at the time they
    exercise vested stock options or at the time of vesting of
    restricted stock. Holders of shares of HLTH Restricted Stock and
    WHC Restricted Stock have voting power and the right to receive
    dividends, if any, that are declared on those shares, but their
    ability to sell those shares is subject to vesting requirements
    based on continued employment.(3)
    
    In February 2008, Mr. Cameron
    went on medical leave and Mr. Wygod began serving as
    HLTHs Acting Chief Executive Officer, while also
    continuing as Chairman of the Board.(4)
    
    Mr. Camerons salary and
    bonus for 2008 reflect compensation for service prior to the
    medical leave that began in February 2008. Mr. Cameron has
    continued to serve as a member of the Board of Directors of HLTH
    and, in his capacity as a director, received a grant of options
    to purchase HLTH Common Stock in December 2008. See
     Grant of Plan Based Awards 
    Table below for additional information, including the
    grant date fair value of these option awards under
    SFAS 123R.(5)
    
    For 2008, consists of:
    (a) $3,450 in company matching contributions under the HLTH
    401(k) Plan; (b) $285 for company-paid supplemental
    disability insurance; (c) $360 for company-paid group term
    life insurance; (d) an automobile allowance of $8,308;
    (e) a $100 gift card (an incentive for employees who
    completed a WebMD Health Manager online questionnaire); and
    (f) $223,385 paid to him under HLTHs short-term
    disability plan. For 2007, consists of: (a) $3,375 in
    company matching contributions under the HLTH 401(k) Plan;
    (b) $1,712 for company-paid supplemental disability
    insurance; (c) $540 for company-paid group term life
    insurance; and (d) an automobile allowance of $12,000. For
    2006 consists of: (a) $3,300 in company matching
    contributions under the HLTH 401(k) Plan; (b) $1,712 for
    company-paid supplemental disability insurance; (c) $540
    for company-paid group term life insurance; and (d) an
    automobile allowance of $12,000.(6)
    
    For each of 2008, 2007 and 2006,
    consists of: (a) $3,989 for company-paid supplemental
    disability insurance; and (b) $6,858 for company-paid group
    term life insurance.(7)
    
    For 2008, consists of:
    (a) $3,450 in company matching contributions under the HLTH
    401(k) Plan; (b) $3,570 for company-paid supplemental
    disability insurance; (c) a $100 gift card (an incentive
    for employees who completed a WebMD Health Manager online
    questionnaire); and (d) $810 for company-paid group term
    life insurance. For 2007, consists of: (a) $3,338 in
    company matching contributions under the HLTH 401(k) Plan;
    (b) $3,570 for company-paid supplemental disability
    insurance; (c) $810 for company-paid group term life
    insurance; and (d) $88,545 for reimbursement of relocation
    costs plus $73,685 for reimbursement of amounts required to pay
    income taxes resulting from the payment for such relocation
    costs. For 2006, consists of: (a) $433 in company matching
    contributions under the HLTH 401(k) Plan; and (b) $93 for
    company-paid group term life insurance.(8)
    
    The information for 2006 reflects
    compensation beginning in mid-November 2006, when
    Mr. Funston joined our company. 26




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##### Table of Contents



(9)
    
    See  Background
    Information Regarding the Summary Compensation Table 
    WHC Supplemental Bonus Plan (SBP) below for a description
    of contributions made to a Supplemental Bonus Trust on behalf of
    Mr. Gattinella for each of 2007 and 2008, but not reflected
    in this table since such contributions are subject to forfeiture
    during the periods covered by this table.(10)
    
    For 2008, consists of:
    (a) $3,450 in company matching contributions under the HLTH
    401(k) Plan; (b) $3,986 for company-paid supplemental
    disability insurance; and (c) $2,322 for company-paid group
    term life insurance. For 2007, consists of: (a) $2,906 in
    company matching contributions under the HLTH 401(k) Plan;
    (b) $3,986 for company-paid supplemental disability
    insurance; and (c) $2,322 for company-paid group term life
    insurance. For 2006, consists of: (a) $3,085 in company
    matching contributions under the HLTH 401(k) Plan;
    (b) $3,986 for company-paid supplemental disability
    insurance; and (c) $1,242 for company-paid group term life
    insurance.(11)
    
    Mr. Lehrer left HLTH in July
    2008 in connection with the consummation of the ViPS Sale.
    Mr. Lehrers salary and bonus for 2008 reflect
    compensation for service prior to his leaving our company. The
    amount reported for bonus in Column (d) consisted of
    (a) a retention bonus of $100,000, approved by the
    Compensation Committee near the beginning of the sale process
    relating to ViPS and payable 60 days after closing of a
    sale transaction; and (b) a success bonus of $150,000,
    determined at the discretion of the Compensation Committee
    following the completion of the ViPS Sale. For additional
    information, see Employment Agreements with Named
    Executive Officers  Arthur Lehrer below.(12)
    
    Consists of: (a) $5,227 in
    company matching contributions under the ViPS 401(k) Plan;
    (b) $972 for company-paid supplemental disability
    insurance; (c) a $100 gift card (an incentive for employees
    who completed a WebMD Health Manager online questionnaire); and
    (d) $1,288 for company-paid group term life insurance.(13)
    
    For each of 2008, 2007 and 2006,
    consists of: (a) $3,421 for company-paid supplemental
    disability insurance; (b) $1,242 for company-paid group
    term life insurance; and (c) an automobile allowance of
    $12,000.(14)
    
    Consists of: (a) $5,161 in
    company matching contributions under the Porex 401(k) Plan;
    (b) $2,536 for company-paid group term life insurance;
    (c) an automobile allowance of $14,400; and (d) $3,236
    for country club dues.  Background
    Information Regarding the Summary Compensation
    Table
  General.
  Employment Agreements.
  WHC Supplemental Bonus Plan (SBP).
 27




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##### Table of Contents



1 2
  
 Grants of
    Plan-Based Awards in 2008
  Table.
  (d)





(f)All Stock


(e)


Exercise orAwards:


All Option Awards:


Base Price of


(g)(c)


Number of


Number of Securities


Option


Grant Date Fair Value of(a)

(b)


Grant


Shares of Stock


Underlying Options


Awards


Stock and Option AwardsName

Approval Date


Date


(#)


(#)


($/Sh)


($)Kevin M. Cameron


12/10/08



12/10/08







40,000
(H)


9.46



113,744Martin J. Wygod


12/01/08



12/01/08



240,000
(H)


480,000
(H)


8.49



3,262,56012/10/08



12/10/08



60,000
(W)


240,000
(W)


23.61



3,842,784Mark D. Funston


12/10/08



12/10/08



12,500
(H)


180,000
(H)


9.46



630,09812/10/08



12/10/08







60,000
(W)


23.61



606,546Wayne T. Gattinella


12/10/08



12/10/08



60,000
(W)


240,000
(W)


23.61



3,842,784Arthur Lehrer






















Charles A. Mele


12/10/08



12/10/08



32,500
(H)


300,000
(H)


9.46



1,160,530William Midgette


12/10/08



12/10/08



10,000
(H)


100,000
(H)


9.46



378,960   Additional Information Regarding HLTH
    Awards. 1 48
 28




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##### Table of Contents



Additional Information Regarding WHC
    Awards.
   29




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##### Table of Contents



Outstanding
    Equity Awards at End of 2008
    (a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)Option Awards(1)

Stock Awards(2)Number of











MarketSecurities







Number of



Value ofNumber of Securities

Underlying







Shares of



Shares ofUnderlying Unexercised

Unexercised

Option





Stock That

Stock

Stock ThatOptions

Options

Exercise

Option

Option

Have Not

Award

Have Not(#)

(#)

Price

Grant

Expiration

Vested

Grant

VestedName

Exercisable

Unexercisable

($)

Date

Date

(#)

Date

($)(3)Kevin M. Cameron


(H
)






40,000
(8)


9.46



12/10/08



12/10/18











(H
)


540,000



360,000
(4)


11.86



10/23/06



10/23/16



120,000
(4)


10/23/06



1,255,200(W
)


6,750



13,750
(6)


17.50



9/28/05



9/28/15











(H
)


1,155,000



345,000
(5)


6.99



10/01/04



10/01/14



63,250
(5)


10/01/04



661,595(H
)


200,000







8.59



3/17/04



3/17/14











(H
)


87,168







3.43



9/20/01



9/20/11











(H
)


200,000







12.75



8/21/00



8/21/10











(H
)


125,000







11.55



6/05/00



6/05/10











(H
)


325,000







17.55



4/04/00



4/04/10











(H
)


625,000







12.21



4/04/00



4/04/10











Martin J. Wygod


(W
)






240,000
(9)


23.61



12/10/08



12/10/18



60,000
(9)


12/10/08



1,415,400(H
)






480,000
(6)


8.49



12/01/08



12/01/18



240,000
(6)


12/01/08



2,510,400(H
)


540,000



360,000
(4)


11.86



10/23/06



10/23/16



120,000
(4)


10/23/06



1,255,200(H
)


175,000



300,000
(6)


8.77



1/27/06



1/27/16



50,000
(7)


1/27/06



523,000(W
)


165,000



55,000
(6)


17.50



9/28/05



9/28/15



13,750
(6)


9/28/05



324,363(H
)


3,000,000







12.75



8/21/00



8/21/10











(H
)


585,000







13.85



6/15/99



6/15/09











(H
)


25,000







22.90



7/01/98



7/01/13











(H
)


25,000







15.50



7/01/97



7/01/12











(H
)


25,000







14.80



7/01/96



7/01/11











(H
)


25,000







10.00



7/03/95



7/03/10











Mark D. Funston


(H
)






180,000
(6)


9.46



12/10/08



12/10/18



12,500
(7)


12/10/08



130,750(W
)






60,000
(9)


23.61



12/10/08



12/10/18











(H
)


90,000



90,000
(6)


11.60



11/13/06



11/13/16



30,000
(6)


11/13/06



313,800Wayne T. Gattinella


(W
)






240,000
(9)


23.61



12/10/08



12/10/18



60,000
(9)


12/10/08



1,415,400(W
)


165,000



55,000
(6)


17.50



9/28/05



9/28/15



13,750
(6)


9/28/05



324,363(H
)


250,000







8.59



3/17/04



3/17/14











(H
)


204,881







4.81



8/20/01



8/20/11











Arthur Lehrer


































 30




---



##### Table of Contents



(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)Option Awards(1)

Stock Awards(2)Number of











MarketSecurities







Number of



Value ofNumber of Securities

Underlying







Shares of



Shares ofUnderlying Unexercised

Unexercised

Option





Stock That

Stock

Stock ThatOptions

Options

Exercise

Option

Option

Have Not

Award

Have Not(#)

(#)

Price

Grant

Expiration

Vested

Grant

VestedName

Exercisable

Unexercisable

($)

Date

Date

(#)

Date

($)(3)Charles A. Mele


(H
)






300,000
(6)


9.46



12/10/08



12/10/18



32,500
(7)


12/10/08



339,950(H
)


180,000



120,000
(4)


11.86



10/23/06



10/23/16



40,000
(4)


10/23/06



418,400(W
)


33,000



11,000
(6)


17.50



9/28/05



9/28/15











(H
)


250,000







8.59



3/17/04



3/17/14











(H
)


110,000







3.43



9/20/01



9/20/11











(H
)


200,000







12.75



8/21/00



8/21/10











(H
)


625,000







11.55



6/05/00



6/05/10











(H
)


97,500







34.23



10/04/99



10/04/09











(H
)


187,500







18.20



10/04/99



10/04/09











(H
)


208,000







13.85



6/15/99



6/15/09











William Midgette


(H
)






100,000
(6)


9.46



12/10/08



12/10/18



10,000
(7)


12/10/08



104,600(H
)


250,000







8.59



3/17/04



3/17/14











(H
)


60,000







5.92



8/19/02



8/19/12











     (1)
    
    Each stock option grant reported in
    the table above was granted under, and is subject to, our 2000
    Plan, our 1996 Stock Plan, WHCs 2005 Plan or another plan
    or agreement that contains substantially the same terms. The
    option expiration date shown in Column (f) above is the
    normal expiration date, and the last date that the options may
    be exercised. For each Named Executive Officer, the
    unexercisable options shown in Column (c) above are also
    unvested. Unvested options are generally forfeited if the Named
    Executive Officers employment terminates, except to the
    extent otherwise provided in an employment agreement. For
    information regarding the effect on vesting of options on the
    death, disability or termination of employment of a Named
    Executive Officer or a change in control of HLTH, see
    Potential Payments and Other Benefits Upon Termination of
    Employment or a Change in Control below. If a Named
    Executive Officers employment is terminated by HLTH for
    cause, options (including the vested portion) are generally
    forfeited. The exercisable options shown in Column
    (b) above, and any unexercisable options shown in Column
    (c) above that subsequently become exercisable, will
    generally expire earlier than the normal expiration date if the
    Named Executive Officers employment terminates, except as
    otherwise specifically provided in the Named Executive
    Officers employment agreement. For a description of the
    material terms of the Named Executive Officers employment
    agreements, see Employment Agreements with Named Executive
    Officers below.(2)
    
    Unvested shares of restricted stock
    are generally forfeited if the Named Executive Officers
    employment terminates, except to the extent otherwise provided
    in an employment agreement. The stock awards held by some of our
    Named Executive Officers are subject to accelerated or continued
    vesting in connection with a change in control of HLTH or WHC,
    as the case may be, and upon certain terminations of employment,
    as described below in more detail under Employment
    Agreements with Named Executive Officers and
    Potential Payments and Other Benefits Upon Termination of
    Employment or a Change in Control. Except as otherwise
    indicated in those sections, unvested stock awards will
    generally be forfeited if a Named Executive Officers
    employment terminates.(3)
    
    The market or payout value of stock
    awards reported in Column (i) is computed by multiplying
    the number of shares of stock reported in Column (g) by
    (A) $10.46, the closing market price of HLTH Common Stock
    on December 31, 2008 (the last trading day of 2008), for
    HLTH Restricted Stock, or (B) $23.59, the closing market
    price of WHC Class A Common Stock on that date, for WHC
    Restricted Stock.(4)
    
    Vesting schedule is: 27% of the
    original amount granted on first anniversary of the date of the
    grant, 33% on second anniversary and 40% on third anniversary.(5)
    
    Vesting schedule is: 17% of the
    original amount granted on first anniversary of the date of the
    grant, 18.5% on second anniversary, 20% on third anniversary;
    21.5% on fourth anniversary; and 23% on fifth anniversary.(6)
    
    Vesting schedule is: 25% of the
    original amount granted on each of first, second, third and
    fourth anniversaries of the date of the grant.(7)
    
    Vesting schedule is: 1/3 of the
    original amount granted on each of the first, second and third
    anniversaries of the date of grant.(8)
    
    Vesting schedule is: 1/4 of the
    original amount granted on first anniversary of the grant and
    1/48 of the original amount granted on a monthly basis over the
    next three years (full vesting on the fourth anniversary of the
    date of grant).(9)
    
    Vesting schedule is: 25% of the
    original amount granted on March 31 of each of 2010, 2011, 2012
    and 2013. 31




---



##### Table of Contents



Option
    Exercises and Stock Vested in 2008
    Option Awards


Stock AwardsNumber of





Number ofShares





SharesAcquired


Value Realized


Acquired on


Value Realizedon Exercise


on Exercise


Vesting


on VestingName

(#)


($)(1)


(#)


($)(2)(a)

(b)


(c)


(d)


(e)Kevin M. Cameron


34,500W



419,676W



158,125
H


1,477,369
HMartin J. Wygod










149,000
H


1,379,760
H13,750
W


450,313
W1,830,073Mark D. Funston










15,000
H


127,950
HWayne T. Gattinella


35,000H



125,526H



13,750
W


450,313
WArthur Lehrer


212,500H



625,006H



26,667
H


316,404
HCharles A. Mele










33,000
H


271,920
HWilliam Midgette














     (1)
    
    The dollar amounts shown in Column
    (c) above for option awards are determined by multiplying
    (i) the number of shares of HLTH Common Stock or WHC
    Class A Common Stock to which the exercise of the option
    related, by (ii) the difference between (1) the
    per-share closing price of HLTH Common Stock or WHC Class A
    Common Stock on the date of exercise (or, for any shares sold on
    the date of exercise, the actual sale price received) and
    (2) the exercise price of the options.(2)
    
    The dollar amounts shown in Column
    (e) above for stock awards are determined by multiplying
    the number of shares that vested by the per-share closing price
    of HLTH Common Stock or WHC Class A Common Stock on the
    vesting date.  Potential
    Payments and Other Benefits Upon Termination of Employment or a
    Change in Control
  Background and Assumptions.
   32




---



##### Table of Contents



2003-68
    Tables.
  
    In the column entitled Permanent Disability or
    Death, the amounts reflect both provisions in those
    employment agreements and the fact that HLTHs and
    WHCs equity plans generally provide for acceleration of
    vesting of awards in the event of a termination of employment as
    a result of death or disability.
    Under their employment agreements, Messrs. Cameron, Mele
    and Wygod are eligible to continue to participate in certain of
    our health and welfare plans (or comparable plans) for a
    specified period and Messrs. Funston, Gattinella and
    Midgette are eligible to receive payment for their COBRA
    premiums for a specified period. In the row entitled
    Health and Welfare Benefits Continuation, the
    amounts are based upon the current average cost to HLTH of these
    benefits per employee and are net of amounts that the executives
    would continue to be responsible for. We have not made any
    reduction in the amounts in this row to reflect the fact that
    the obligation to continue benefits ceases in the event the
    executive becomes eligible for comparable coverage with a
    subsequent employer. 33




---



##### Table of Contents



Kevin
    M. Cameron, Chief Executive Officer
  Termination ofEmploymentVoluntary














withoutTermination in














Cause or forConnection











Involuntary


Good ReasonVoluntary


with a


Other


Permanent


Involuntary


Termination


Following aTermination for


Change in


Voluntary


Disability


Termination


without


Change inExecutive Benefits and Payments

Good Reason


Control(1)


Termination


or Death


for Cause


Cause


ControlCash Severance


2,500,000
(2)


4,060,000



520,000
(3)


2,500,000
(2)


-0-



2,500,000
(2)


4,060,000Stock Options


1,281,000



1,321,000
(4)


-0-



1,321,000



-0-



1,281,000



1,321,000
(4)Restricted Stock


1,917,000



1,917,000



-0-



1,917,000



-0-



1,917,000



1,917,000Health and Welfare Benefits Continuation


38,000



38,000



-0-



38,000



-0-



38,000



38,000280G Tax
    Gross-Up(5)


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


5,736,000



7,336,000



520,000



5,776,000



-0-



5,736,000



7,336,000     (1)
    
    Mr. Cameron may resign from
    his employment upon 30 days notice after 11 months
    following a Change in Control of HLTH and receive the benefits
    as if he was terminated without Cause or for Good Reason
    following a Change in Control (3 years of salary and bonus,
    plus the bonus for the year of termination). He may not
    unilaterally resign without Good Reason prior to such date and
    receive these benefits. However, for purposes of calculating the
    amounts included in the column for Voluntary Termination
    in Connection with Change in Control we treat such
    resignation as occurring on December 31, 2008 and assume
    that the requirement for the transition period has been met.(2)
    
    Represents 3 years of salary
    and an annual bonus for 2008. We have assumed, solely for
    purposes of preparing this table, that the amount of such annual
    bonus is $520,000 (based on what was actually paid for 2007, the
    year prior to the year of the assumed termination).
    Mr. Camerons actual bonus for 2008 was $250,000. See
    Note 4 to the Summary Compensation Table, above.(3)
    
    Mr. Cameron is entitled to
    receive his annual bonus (if any) so long as he remains employed
    through December 31 of the applicable year. Solely for purposes
    of preparing this table, we have assumed that the amount of such
    bonus is $520,000, the actual amount of the annual bonus paid to
    him for 2007 (the year prior to the year of the assumed
    termination).(4)
    
    The option to purchase HLTH Common
    Stock granted to Mr. Cameron on December 10, 2008 is
    governed by the same terms as the grants made to HLTHs
    Non-Employee Directors. Accordingly, the vesting of this grant
    will automatically accelerate upon a Change in Control.(5)
    
    We have assumed, solely for
    purposes of preparing this table, that 50% of the salary
    continuation portion of the severance (for up to 2 years)
    constitutes reasonable compensation for the
    restrictive covenants to which the executive is bound following
    the termination of employment. In addition, the portion of the
    cash severance attributable to his bonus for 2008 is excluded
    from the calculation as reasonable compensation for
    services rendered during such year. Accordingly, we have not
    treated that portion of the salary continuation or the 2008
    bonus amount as a parachute payment for purposes of
    Section 280G. Such assumption may change at the time of an
    actual change in control.  Martin
    J. Wygod, Chairman of the Board and Acting Chief Executive
    Officer
  Termination ofEmploymentVoluntary














withoutTermination in














Cause or forVoluntary


Connection











Involuntary


Good ReasonTermination


with a


Other


Permanent


Involuntary


Termination


Following afor Good


Change in


Voluntary


Disability or


Termination


without


Change inExecutive Benefits and Payments(1)

Reason


Control


Termination


Death


for Cause


Cause


ControlCash Severance(2)


5,258,000



5,258,000



-0-



5,258,000



-0-



5,258,000



5,258,000Stock Options


1,788,000



1,788,000



-0-



1,788,000



-0-



1,788,000



1,788,000Restricted Stock


6,028,000



6,028,000



-0-



6,028,000



-0-



6,028,000



6,028,000Health and Welfare Benefits Continuation


38,000



38,000



-0-



38,000



-0-



38,000



38,000280G Tax
    Gross-Up(3)


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


13,112,000



13,112,000



-0-



13,112,000



-0-



13,112,000



13,112,000     (1)
    
    If there is a Change in Control of
    WHC only (and not HLTH) or if Mr. Wygod resigns as a result of a
    material reduction in his title or responsibilities by WHC,
    WHCs only obligation relates to vesting and exercisability
    of the WHC equity grants made to him. If 34




---



##### Table of Contents



either of such events occurred on
    December 31, 2008, he would have received an aggregate
    value of $1,740,000 representing WHC accelerated restricted
    stock and $335,000 representing WHC accelerated options.(2)
    
    Represents salary and bonus for
    three years as well as a bonus for the year of termination (the
    bonus is determined by averaging bonus amounts for the prior
    three years). Mr. Wygod is required to provide certain
    consulting services during the period he is receiving severance
    payments, but at no more than 20% of the level he provided in
    the three year period prior to the date of termination.(3)
    
    We have assumed, solely for
    purposes of preparing this table, that the salary continuation
    portion of the severance and the bonus for the year of
    termination are the only portion of the benefits that
    constitutes reasonable compensation for the
    consulting services required of Mr. Wygod, the restrictive
    covenants to which the executive is bound following the
    termination of employment and the services rendered for 2008.
    Accordingly, we have not treated the salary continuation portion
    and such bonus as a parachute payment for purposes of
    Section 280G. Such assumption may change at the time of an
    actual change in control.  Mark
    D. Funston, Executive VP and Chief Financial
    Officer
  Termination ofVoluntary














EmploymentTermination in














withoutVoluntary


Connection











Involuntary


CauseTermination


with a


Other


Permanent


Involuntary


Termination


Following aExecutive Benefits and

for Good


Change in


Voluntary


Disability or


Termination


without


Change inPayments

Reason


Control


Termination


Death


for Cause


Cause


ControlCash Severance(1)


-0-



-0-



-0-



750,000



-0-



750,000



750,000Stock Options


-0-



-0-



-0-



180,000



-0-



-0-



-0-Restricted Stock


-0-



-0-



-0-



445,000



-0-



314,000



314,000Health and Welfare Benefits Continuation


-0-



-0-



-0-



21,000



-0-



21,000



21,000280G Tax
    Gross-Up


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


-0-



-0-



-0-



1,396,000



-0-



1,085,000



1,085,000     (1)
    
    $750,000 represents two years of
    salary.  Wayne
    T. Gattinella, Chief Executive Officer and President of
    WebMD
  Termination ofEmploymentwithoutVoluntary














Cause orTermination in














for GoodConnection











Involuntary


ReasonVoluntary


with a


Other


Permanent


Involuntary


Termination


Following aTermination for


Change in


Voluntary


Disability


Termination


without


Change inExecutive Benefits and Payments

Good Reason


Control(1)


Termination


or Death


for Cause


Cause


ControlCash Severance(2)


830,000



-0-



-0-



135,000
(3)


-0-



830,000



830,000Stock Options


335,000



335,000



-0-



335,000



-0-



335,000



335,000Restricted Stock


-0-



708,000



-0-



1,740,000



-0-



-0-



708,000Health and Welfare Benefits Continuation


18,000



-0-



-0-



-0-



-0-



18,000



18,000280G Tax
    Gross-Up


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


1,183,000



1,043,000



-0-



2,210,000



-0-



1,183,000



1,891,000     (1)
    
    In the event of a Change in Control
    of WHC, the unvested portion of the options granted to
    Mr. Gattinella at the time of WHCs initial public
    offering would continue to vest until the next vesting date
    following the Change in Control, so long as he remains employed
    for 6 months following the Change in Control. In addition,
    in the event of a Change in Control of either WHC or HLTH, the
    December 2008 option and restricted stock awards will continue
    to vest through the second anniversary of the Change in Control
    so long as he remains employed for one year following the Change
    in Control. However, for purposes of calculating the amounts
    included in the column entitled Voluntary Termination in
    Connection with Change in Control we treat such
    resignation as occurring on December 31, 2008 and assume
    that the requirement for the applicable transition period has
    been met.(2)
    
    Represents one year of salary and
    an annual bonus for 2008. We have assumed, solely for purposes
    of this table, that the amount of the annual bonus used for
    calculating the amounts in this line of the table, is $270,000,
    the amount of Mr. Gattinellas actual cash 35




---



##### Table of Contents



bonus for 2007 (the year prior to
    the year of the assumed termination) together with the amount
    contributed on his behalf to the WHC Supplemental Bonus Trust
    (for additional information, see  Summary
    Compensation Table  WHC Supplemental Bonus Plan
    (SBP) above).(3)
    
    Represents the amount contributed
    on Mr. Gattinellas behalf to the WHC Supplemental
    Bonus Trust, which would be paid to him in the event of a
    termination of his employment as a result of disability.  Charles
    A. Mele, Executive VP, General Counsel and
    Secretary
  Termination ofEmploymentwithoutVoluntary














Cause orTermination














for GoodVoluntary


in Connection











Involuntary


ReasonTermination


with a


Other


Permanent


Involuntary


Termination


Following afor Good


Change in


Voluntary


Disability


Termination


without


Change inExecutive Benefits and Payments

Reason


Control(1)


Termination


or Death


for Cause


Cause


ControlCash Severance


2,491,000
(2)


2,491,000
(2)


-0-



2,491,000
(2)


-0-



2,491,000
(2)


2,491,000Stock Options


142,000



367,000



-0-



367,000



-0-



142,000



367,000Restricted Stock


418,000



758,000



-0-



758,000



-0-



418,000



758,000Health and Welfare Benefits Continuation


72,000



72,000



-0-



72,000



-0-



72,000



72,000280G Tax
    Gross-Up(3)


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


3,123,000



3,688,000



-0-



3,688,000



-0-



3,123,000



3,688,000     (1)
    
    Mr. Mele may resign from his
    employment after 6 months following a Change in Control of
    HLTH and receive the same benefits as if he was terminated
    without Cause or for Good Reason following a Change in Control
    (salary and bonus for three years and full vesting of then
    outstanding equity grants, including grants from WHC). He may
    not unilaterally resign without Good Reason prior to such date
    and receive these benefits. However, for purposes of calculating
    the amounts included in the column for Voluntary
    Termination in Connection with a Change in Control we
    treat such resignation as occurring on December 31, 2008
    and assume that the 6 month transition period requirement
    has been met.(2)
    
    Represents 3 years of salary
    and 3 years of annual bonuses, plus an annual bonus for
    2008. We have assumed, solely for purposes of preparing this
    table, that the amount of such annual bonus is $233,000 (based
    on what was actually paid for 2007, the year prior to the year
    of the assumed termination).(3)
    
    We have assumed, solely for
    purposes of preparing this table, that 50% of the salary
    continuation portion of the severance (for up to 2 years)
    constitutes reasonable compensation for the
    restrictive covenants to which the executive is bound following
    the termination of employment. In addition, the portion of the
    cash severance attributable to his bonus for 2008 is excluded
    from the calculation as reasonable compensation for
    services rendered during such year. Accordingly, we have not
    treated that portion of the salary continuation or the 2008
    bonus amount as a parachute payment for purposes of
    Section 280G. Such assumption may change at the time of an
    actual change in control.  William
    Midgette, CEO of Porex
  Termination ofVoluntary














EmploymentTermination














withoutVoluntary


in Connection











Involuntary


CauseTermination


with a


Other


Permanent


Involuntary


Termination


Following afor Good


Change in


Voluntary


Disability


Termination


without


Change inExecutive Benefits and Payments

Reason


Control


Termination


or Death


for Cause


Cause


Control(1)Cash Severance


300,000



-0-



-0-



-0-



-0-



300,000



700,000
(2)Stock Options


-0-



-0-



-0-



100,000



-0-



-0-



25,000
(3)Restricted Stock


-0-



-0-



-0-



105,000



-0-



-0-



35,000
(3)Health and Welfare Benefits Continuation


-0-



-0-



-0-



-0-



-0-



-0-



20,000280G Tax
    Gross-Up


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


300,000



-0-



-0-



205,000



-0-



300,000



780,000  36




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##### Table of Contents



(1)
    
    As discussed in Note 3 to the
    Consolidated Financial Statements included in this Annual
    Report, HLTH is involved in a divestiture process relating to
    Porex. Mr. Midgettes employment agreement contains
    certain provisions in contemplation of that divestiture.
    Accordingly, for purposes of this column, Change in
    Control is treated as being a change in control at the
    Porex level, rather than of HLTH. Mr. Midgette is not entitled
    to any additional payments or benefits in connection with a
    change in control of HLTH.(2)
    
    Represents two years of base salary
    plus retention bonuses of $100,000, to the extent not previously
    paid.(3)
    
    Represents the first vesting of the
    HLTH equity grant to Mr. Midgette on December 10, 2008.  Employment
    Agreements with Named Executive Officers
    Kevin
    M. Cameron
    
    The agreement provides for an employment period through
    September 23, 2009, provided that a notice of non-renewal
    by HLTH will be treated as a termination without cause and have
    the consequences described below.
    The agreement provides for an annual base salary of $660,000 and
    an annual bonus of up to 100% of base salary. For the portion of
    2008 prior to Mr. Camerons medical leave (which began
    in mid-February), Mr. Cameron received a bonus of $250,000,
    an amount that was determined by the Compensation Committee in
    its discretion. Mr. Cameron is eligible for a bonus so long
    as he is employed on December 31 of the applicable year.
    See Compensation Discussion and Analysis  Use
    of Specific Types of Compensation in 2008 
    Application of Compensation Policies to Individual Named
    Executive Officers above. For information regarding
    Mr. Camerons equity compensation, see the
    Executive Compensation Tables above.
    In the event of the termination of Mr. Camerons
    employment by us without Cause or by
    Mr. Cameron for Good Reason, prior to a
    Change in Control (as those terms are described
    below), he would be entitled to:  
    continue to receive his base salary at the rate in effect at the
    time of termination for a period of three years; and
    continue to participate in our benefit plans (or comparable
    plans) during the severance period (or if earlier, until he is
    eligible for comparable benefits).  1 2
 37




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##### Table of Contents




    For purposes of the employment agreement:
    (a) Cause includes (i) any willful
    misconduct relating, directly or indirectly, to HLTH or any of
    its affiliates, that remains uncured, if susceptible to cure,
    after 30 days following written notice from HLTH detailing
    such misconduct; (ii) any breach of any material provision
    contained in the employment agreement or any material policy,
    which breach remains uncured, if susceptible to cure, after
    30 days following written notice from HLTH detailing such
    breach, or (iii) conviction of a felony or crime involving
    moral turpitude; and (b) Good Reason includes
    any of the following which remains uncured 30 days after
    written notice is provided to HLTH: (i) HLTHs
    material breach of the employment agreement, (ii) a
    material demotion of his position, and (iii) required
    relocation from his present residence or a requirement that he
    commute, on a regular basis, to HLTHs headquarters and
    such headquarters is outside of the New York City metropolitan
    area.
    For purposes of the employment agreement:  
    a Change in Control of HLTH includes (i) a
    change in the majority of the Board of Directors of HLTH without
    the consent of the incumbent directors, (ii) any person or
    entity becoming the beneficial owner of 25% or more of the
    voting shares of HLTH and the Compensation Committee determining
    that such transaction constitutes a change in control, taking
    into consideration all relevant facts, (iii) consummation
    of a reorganization, merger or similar transaction as a result
    of which HLTHs stockholders prior to the consummation of
    the transaction no longer represent 50% of the voting power, and
    (iv) consummation of a sale of all or substantially all of
    HLTHs assets; and
    a Change in Control of WHC includes (i) a
    change in the majority of the Board of Directors of WHC without
    the consent of the incumbent directors, (ii) any person or
    entity becoming the beneficial owner of 50% or more of the
    voting shares of WHC, (iii) consummation of a
    reorganization, merger or similar transaction as a result of
    which WHCs stockholders prior to the consummation of the
    transaction no longer represent 50% of the voting power,
    (iv) consummation of a sale of all or substantially all of
    WHCs assets, and (v) adoption of a plan of
    liquidation by WHC;    
    Mr. Cameron may terminate his employment upon
    30 days notice after 11 months following a
    Change in Control of HLTH and, if this occurs he would be
    entitled to the same benefits as if terminated without Cause,
    but with the following additional payments:  
    Mr. Cameron would be entitled to annual bonus payments for
    the three year period of salary continuance, each in an amount
    equal to the amount of his bonus for the year prior to the
    termination or, if higher, the bonus paid for the year
    immediately prior to the Change in Control;
    all options to purchase HLTH Common Stock and HLTH Restricted
    Stock granted to Mr. Cameron at or prior to October 1,
    2004 that have not vested prior to the date of termination would
    be vested as of the date of termination and all such options
    would remain exercisable as if he remained in our employ through
    the expiration date specified in the respective stock option
    plans and agreements;
    any remaining unvested portion of the option to purchase WHC
    Class A Common Stock would be vested as of the date of
    termination and all such options would remain exercisable
    through the 90 day post-termination exercise period plus
    the Section 409A Extension Period;
    pursuant to the applicable award agreement, Mr. Cameron
    would vest in the remaining unvested portion of the grants to
    him made on October 23, 2006; and 38




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##### Table of Contents




    the option granted on December 10, 2008 will automatically
    accelerate upon the Change in Control as it was treated in the
    same manner as the grants made to our Non-Employee Directors
    given his medical leave.    
    In the event of a Change in Control of WHC or if WHC is no
    longer an affiliate of HLTH, the options granted to
    Mr. Cameron by WHC on September 28, 2005 that have not
    vested prior to such event would be vested as of the date of
    such event and would remain exercisable for 90 days plus
    the Permitted 409A Extension Period.
    If Mr. Camerons employment is terminated by us for
    Cause or by him without Good Reason, he (a) would not be
    entitled to any further compensation or benefits and
    (b) would not be entitled to any additional rights or
    vesting with respect to his stock options following the date of
    termination.
    In the event of the termination of Mr. Camerons
    employment as a result of his death or permanent disability, he
    (or his estate) would be entitled to three years of salary
    continuation, three years of benefits continuation and three
    years of vesting of the equity granted on or prior to
    October 1, 2004 and three years of continued exercisability
    of such options to purchase HLTH Common Stock. For grants made
    after October 1, 2004, the 2000 Plan provided for full
    acceleration of vesting upon a termination of employment as a
    result of death or permanent disability. In accordance with the
    WHC 2005 Plan, the options to purchase WHC Class A Common
    Stock would vest on the date of termination as a result of death
    or disability and remain outstanding for one year.
    The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that end on the second anniversary
    of the date of cessation of Mr. Camerons employment.
    The severance payments and other post-employment benefits due to
    Mr. Cameron under the employment agreement are subject to
    Mr. Camerons continued compliance with these
    covenants.
    The employment agreement contains a tax
    gross-up
    provision relating to any excise tax that Mr. Cameron
    incurs by reason of his receipt of any payment that constitutes
    an excess parachute payment as defined in Section 280G of
    the Internal Revenue Code. Any excess parachute payments and
    related tax
    gross-up
    payments made to Mr. Cameron will not be deductible by HLTH
    for federal income tax purposes.
    The December 2008 amendment made changes to the agreement that
    were intended to bring its terms into compliance with
    Section 409A by, among other things, clarifying the timing
    of certain payments.
    The employment agreement is governed by the laws of New Jersey.  Martin
    J. Wygod
   39




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##### Table of Contents




    The 2008 Amendment extended the employment period, under the
    employment agreement, through December 31, 2012, provided
    that a non-renewal by HLTH will be treated as a termination
    without Cause (as that term is described below) and
    have the consequences described below.
    Under the employment agreement, Mr. Wygod received an
    annual base salary of $1.26 million until the completion of
    WHCs initial public offering; when the initial public
    offering was completed in September 2005, Mr. Wygods
    base salary was reduced to $975,000 per year. The amount of any
    bonus is in the discretion of the Compensation Committee of the
    Board of HLTH. For 2008, Mr. Wygod received an annual bonus
    of $1,500,000. See Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2008  Bonuses above. For information regarding
    Mr. Wygods equity compensation, see the
    Executive Compensation Tables above.
    In the event of the termination of Mr. Wygods
    employment by us without Cause or by Mr. Wygod
    for Good Reason (as those terms are described
    below), Mr. Wygod would become a consultant for us and
    would be entitled to receive: (i) continuation of his
    salary, at the rate then in effect, and continuation of benefits
    until the third anniversary of the date of such termination; and
    (ii) for the year of such termination (and, if termination
    is after the end of a fiscal year for which bonuses have not yet
    been paid, for such fiscal year) and for each of the two years
    following such termination, an amount equal to the average of
    the annual bonuses received by Mr. Wygod for the three
    years prior to such termination (with any special or
    supplemental bonuses excluded for the purposes of such
    calculation). Mr. Wygod would not be required, during such
    three year period, to perform services at a level that is more
    than 20% of the level of services that he performed for us
    during the three year period preceding such termination of
    employment. In addition, all options, or other forms of equity
    compensation, granted to Mr. Wygod by us or any of our
    affiliates (which would include WHC) that have not vested prior
    to the date of termination would become vested as of the date of
    termination and, assuming there has not been a Change in Control
    of HLTH or of WHC, would continue to be exercisable for such
    three year period. In the event that Mr. Wygods
    employment is terminated due to death or disability, he or his
    estate would receive the same benefits as described above.
    The employment agreement provides that in the event there is a
    Change in Control of HLTH, all outstanding options and other
    forms of equity compensation (including equity compensation
    granted by WHC) would become immediately vested on the date of
    the Change in Control and, if following the Change in Control,
    Mr. Wygods employment terminates for any reason other
    than Cause, they would continue to be exercisable until
    expiration of its original term. A Change in Control of HLTH is
    also an event that constitutes Good Reason for purposes of a
    termination by Mr. Wygod. In the event there is a Change in
    Control of WHC, any portion of Mr. Wygods equity that
    relates to WHC will fully vest and become exercisable on the
    date of such event, and if following such event,
    Mr. Wygods engagement with WHC is terminated for any
    reason other than Cause, such equity will remain outstanding
    until the expiration of its original term. In addition, in the
    event of a Change of Control of HLTH, amounts payable under the
    employment agreement would be required to be placed in a rabbi
    trust for the benefit of Mr. Wygod.
    For purposes of the employment
    agreement:  (a) Cause includes a
    final court adjudication that Mr. Wygod (i) committed
    fraud or a felony directed against our company or an affiliate
    relating to his employment, or (ii) materially breached any
    of the material terms of the employment agreement; and
    (b) the definition of Good Reason includes the
    following conditions or events: (i) a material reduction in
    title or responsibility that remains in effect for 30 days
    after written notice, (ii) a final court adjudication that
    we materially breached any material provisions of the employment
    agreement, (iii) failure to serve on our Board or Executive
    Committee of our Board, or (iv) the occurrence of a Change
    in Control of HLTH. 40




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##### Table of Contents




    In the event Mr. Wygod terminates his engagement with WHC
    for Good Reason (as described in the following
    sentence), any portion of equity that relates to WHC will fully
    vest and become exercisable on the date his engagement
    terminates and will remain exercisable for the three year
    severance and consulting period. For the purposes of a
    termination of Mr. Wygods engagement with WHC by him,
    Good Reason means a material reduction in
    Mr. Wygods title or responsibilities as Chairman of
    the Board of WHC.
    In addition, in the event of a transaction between HLTH and WHC
    that does not constitute a Change in Control but in which the
    two entities combine, Mr. Wygod will continue as a
    non-employee Chairman with no salary and (i) he will
    receive the cash severance benefits provided in the employment
    agreement and (ii) provisions contained in the employment
    agreement applicable to equity awards will remain in effect and
    will apply in the event that Mr. Wygod were to cease
    serving as Chairman of the Board.
    In the event that Mr. Wygods employment with HLTH is
    terminated for any reason, but he remains Chairman of the Board
    of WHC, WHC will have no obligation to pay a salary to
    Mr. Wygod.
    The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that continue until the second
    anniversary of the date his employment has ceased. The
    post-employment payments and benefits due to Mr. Wygod
    under the employment agreement are subject to his continued
    compliance with these covenants.
    The employment agreement contains a tax
    gross-up
    provision relating to any excise tax that Mr. Wygod incurs
    by reason of his receipt of any payment that constitutes an
    excess parachute payment as defined in Section 280G of the
    Internal Revenue Code. Any excess parachute payments and related
    tax gross-up
    payments made to Mr. Wygod will not be deductible by HLTH
    for federal income tax purposes.  Mark
    D. Funston
    
    The agreement provides for an employment period for five years
    from November 13, 2006.
    Under the agreement, Mr. Funstons annual base salary
    is $375,000 and Mr. Funston is eligible to receive an
    annual bonus of up to 50% of his annual base salary. The amount
    of any bonus is in the discretion of the Compensation Committee
    of the Board of HLTH. For 2008, Mr. Funston received a
    bonus of $130,000. See Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2008  Bonuses above. For information regarding
    Mr. Funstons equity compensation, see the
    Executive Compensation Tables above.
    In the event of the termination of Mr. Funstons
    employment by us without cause (as described below),
    he would be entitled to: (i) continuation of his base
    salary, as severance, for one year for each year of completed
    service with a minimum of one year and a maximum of three years
    (provided that if the termination occurs following a Change in
    Control (as defined in the 2000 Plan), the minimum severance pay
    period will be two years); (ii) payment of COBRA premiums
    as if he were an active employee with similar coverage for
    18 months (or if earlier, until he is eligible for
    comparable coverage); (iii) the restricted stock granted in
    November 2006, at the inception of his employment, will vest and
    the restrictions thereon will lapse on the date of termination
    for that portion of the award that would have vested on the next
    two vesting dates (to the extent not previously vested); and
    (iv) the option granted in November 2006, at the inception
    of his employment, will continue to vest and remain outstanding
    through the next two vesting dates (to the extent not previously
    vested). If his employment is terminated as a result of his
    becoming disabled or his death, he (or his estate) will be
    entitled to the payments and benefits as if his employment had
    been terminated by HLTH without cause. The 41




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##### Table of Contents



purposes of the December 2008 amendment were to (i) bring
    the terms of the employment agreement into compliance with
    Section 409A by, among other things, clarifying the timing
    of certain payments and (ii) clarify that if
    Mr. Funston is solely serving as the Chief Financial
    Officer of WHC and not of HLTH, the severance obligations will
    not be triggered. If, however, a transaction occurs that would
    result in the forfeiture of the HLTH equity granted to
    Mr. Funston in November 2006, the vesting of such equity
    will be treated, under the employment agreement, as if his
    employment was terminated without cause.  
    If Mr. Funstons employment is terminated by us for
    cause or by him, he (a) would not be entitled
    to any further compensation or benefits and (b) would not
    be entitled to any additional rights or vesting with respect to
    the restricted stock or the stock options following the date of
    termination.
    For purposes of Mr. Funstons employment agreement,
    cause generally includes: (i) his bad faith in
    connection with the performance of his duties or his willful
    failure to follow the lawful instructions of the Chief Executive
    Officer, the Board or the Audit Committee, following written
    notice and a 20 day period of time to remedy such failure;
    (ii) his engaging in any willful misconduct that is, or is
    reasonably likely to be, injurious to HLTH (or any of its
    affiliates) or which could reasonably be expected to reflect
    negatively upon HLTH or otherwise impair or impede its
    operations; (iii) his material breach of a policy of HLTH,
    which breach is not remedied (if susceptible to remedy)
    following written notice and a 20 day period of time to
    remedy such breach; (iv) his material breach of the
    employment agreement, which breach is not remedied (if
    susceptible to remedy) following written notice and a
    20 day period of time to remedy such breach; or
    (v) his commission of a felony in respect of a dishonest or
    fraudulent act or other crime of moral turpitude.
    The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that end on the second anniversary
    of the date employment has ceased for any reason. The severance
    payments and other post-employment benefits due to
    Mr. Funston under the employment agreement are subject to
    Mr. Funstons continued compliance with these
    covenants.
    The employment agreement is governed by the laws of the State of
    New Jersey.  Wayne
    T. Gattinella
    
    Mr. Gattinella currently receives an annual base salary of
    $560,000 and is eligible to earn a bonus of up to 100% of his
    base salary, the actual amount to be determined by the WHC
    Compensation Committee in its discretion. For 2008,
    Mr. Gattinella received an annual bonus of $135,000,
    determined by WHCs Compensation Committee in its
    discretion (and ratified by HLTHs Compensation Committee).
    In addition, WHCs Compensation Committee approved an SBP
    Award of $135,000 with respect to Mr. Gattinella. See
    Compensation Discussion and Analysis  Use of
    Specific Types of Compensation in 2008  Bonuses
    and  Supplemental Bonus Program (SBP)
    above. For information regarding Mr. Gattinellas
    equity compensation, see the Executive Compensation
    Tables above.
    In the event of the termination of Mr. Gattinellas
    employment, prior to April 30, 2009, by WHC without
    Cause or by Mr. Gattinella for Good
    Reason (as those terms are described below), he would be
    entitled to continue to receive his base salary for one year
    from the date of termination, to receive any unpaid bonus for
    the year preceding the year in which the termination occurs, and
    to receive healthcare coverage until one year following his
    termination (or if earlier, until he is eligible for comparable
    coverage). Amounts with respect to Mr. Gattinellas
    SBP Award are payable only in accordance with the terms of the
    Supplemental Bonus Program Trust (see Compensation
    Discussion and Analysis  Use of Specific Types of
    Compensation in 2008  Bonuses and
     Supplemental Bonus Program (SBP) above).
    In addition, in the event that a termination of
    Mr. Gattinellas 42




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##### Table of Contents



employment by WHC without Cause or by Mr. Gattinella for
    Good Reason occurs before the fourth anniversary of the grant of
    the options to purchase WHC Class A Common Stock made in
    connection with WHCs initial public offering, 25% of such
    options would continue to vest on the next vesting date
    following the date of termination.  
    The December 2008 amendment described the material terms of the
    December 2008 equity awards to Mr. Gattinella.
    Specifically, Mr. Gattinella may resign one year after the
    occurrence of a Change in Control of WHC (as defined in the WHC
    2005 Plan) or of HLTH (as defined in the 2000 Plan) and
    (i) he would continue to vest in the option granted on
    December 10, 2008 through the second anniversary of the
    Change in Control and (ii) that portion of the restricted
    stock award made on the same date that would have vested over
    the two year period following the Change in Control will
    accelerate to the date of resignation. The grant made at the
    time of WHCs initial public offering had a similar
    provision (with a 6 month transition requirement), but
    given that the last vesting of such grant is September 28,
    2009, such provision has no further effect.
    For purposes of the employment agreement:
    (a) Cause includes (i) a continued willful
    failure to perform duties after 30 days written
    notice, (ii) willful misconduct or violence or threat of
    violence that would harm WHC, (iii) a breach of a material
    WHC policy or a material breach of the employment agreement, or
    the Trade Secret and Proprietary Information Agreement (as
    described below), that remains unremedied after
    30 days written notice, or (iv) conviction of a
    felony in respect of a dishonest or fraudulent act or other
    crime of moral turpitude; and (b) Good Reason
    means Mr. Gattinellas resignation within one year of
    any of the following conditions or events remaining in effect
    after applicable notice periods: (i) a material reduction
    in base salary, (ii) a material reduction in authority, or
    (iii) any material breach of the employment agreement by
    WHC.
    The December 2008 amendment also made changes to the agreement
    that were intended to bring its terms into compliance with
    Section 409A by, among other things, clarifying the timing
    of certain payments.
    The employment agreement and the related agreement described
    below are governed by the laws of the State of New York.    Charles
    A. Mele
   43




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##### Table of Contents




    The agreement provides for an employment period through
    February 1, 2011, provided that a non-renewal by HLTH will
    be treated as a termination without Cause (as that
    term is described below) and have the consequences described
    below.
    Mr. Mele receives an annual base salary of
    $450,000.  The amount of any bonus is in the
    discretion of the Compensation Committee of the Board of HLTH.
    For 2008, Mr. Mele received an annual bonus of $350,000.
    See Compensation Discussion and Analysis  Use
    of Specific Types of Compensation in 2008 
    Bonuses above. For information regarding
    Mr. Meles equity compensation, see the
    Executive Compensation Tables above.
    If Mr. Meles employment is terminated due to his
    death or disability, by us without Cause or by
    Mr. Mele for Good Reason (as those terms are
    described below), he would be entitled to: (a) continuation
    of his base salary, at the rate then in effect, for three years;
    (b) an amount for each of the three years equal to the
    greater of the average annual bonus he received in the three
    years prior to termination or the amount of the bonus he
    received in the last of those years; and (c) continued
    participation in our benefit plans (or comparable plans) for
    three years (or if earlier, until he is eligible for comparable
    benefits); provided that, pursuant to the December 2008
    amendment, he will no longer be entitled to participate in our
    disability plans and will instead be entitled to a payment equal
    to the greater of $10,000 and 200% of HLTHs cost of his
    coverage for up to three years. If such termination occurs after
    the end of a fiscal year but before payment of the bonus for
    that year, he would also be entitled to receive the bonus, if
    any, earned for that fiscal year. In addition:  
    all options to purchase HLTH Common Stock and HLTH Restricted
    Stock granted to Mr. Mele by HLTH prior to February 1,
    2006 that have not vested prior to the date of termination would
    be vested as of the date of termination and the options would
    remain exercisable as if he remained in our employ through the
    expiration date specified in each applicable stock option
    agreement, except that the options granted to Mr. Mele on
    March 17, 2004 would remain exercisable only for
    90 days plus the Permitted 409A Extension Period;
    the portion of the options to purchase WHC Class A Common
    Stock granted to Mr. Mele by WHC on September 28, 2005
    that would have vested on the next vesting date following the
    date of termination will vest on the date of termination and the
    vested portion of those options will remain exercisable for
    90 days plus the Permitted 409A Extension Period; provided,
    however, that, if termination is for Good Reason or without
    Cause following a Change in Control of HLTH, all of the options
    that have not vested prior to the date of termination would be
    vested as of the date of termination; and
    pursuant to the applicable award agreement, the option to
    purchase HLTH Common Stock granted to Mr. Mele on
    October 23, 2006 would remain outstanding and continue to
    vest until the next vesting date and the next vesting of the
    HLTH Restricted Stock grant made on the same date would
    accelerate to the date of termination (provided, however, that
    if his employment is terminated without Cause or for Good Reason
    following a Change in Control, then such awards are deemed fully
    vested on the date of termination). Pursuant to the February
    2009 amendment, (i) the option to purchase HLTH Common
    Stock granted to Mr. Mele on December 10, 2008 will be
    treated in the same manner as the option granted on
    October 23, 2006 except that, in the case where there is a
    Change in Control of HLTH, the option will continue to vest
    (rather than accelerate) and remain exercisable for the
    remainder of its term as if Mr. Mele remained in our employ
    through the expiration date and (ii) in the case of a
    termination without Cause or for Good Reason following a Change
    in Control, the HLTH Restricted Stock granted to Mr. Mele
    on December 10, 2008 will be deemed fully vested on the
    date of termination.  
    In the event of a Change in Control of WHC or if WHC is no
    longer an affiliate of HLTH, the options granted to
    Mr. Mele by WHC on September 28, 2005 that have not
    vested prior to such event would be vested as of the date of
    such event and would remain exercisable for 90 days plus
    the Permitted 409A Extension Period. 44




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
    If Mr. Meles employment is terminated by us for Cause
    or by him without Good Reason, he (a) would not be entitled
    to any further compensation or benefits and (b) would not
    be entitled to any additional rights or vesting with respect to
    the stock options or restricted stock following the date of
    termination.
    For purposes of Mr. Meles employment agreement:
    (a) Cause includes (i) a material breach
    of the employment agreement that remains unremedied after
    30 days written notice, or (ii) conviction of a
    felony; and (b) Good Reason includes (i) a
    material reduction in title or responsibilities, (ii) a
    requirement that Mr. Mele report to anyone other than the
    Chief Executive Officer of HLTH, (iii) a reduction in base
    salary or material fringe benefits, (iv) a material breach
    of the employment agreement, (v) a requirement that
    Mr. Mele relocate to a location that is more than
    25 miles from his current residence, or (vi) a Change
    in Control of HLTH occurs and he remains in the employ of HLTH
    for six months after the Change in Control.
    Mr. Mele is subject to confidentiality obligations that
    survive indefinitely and non-solicitation and non-competition
    obligations that survive for two years or, if applicable, for
    the three year period in which severance is payable under the
    agreement. The severance payments and other post-employment
    benefits due to Mr. Mele under the employment agreement are
    subject to Mr. Meles continued compliance with these
    covenants.
    There is a tax
    gross-up
    provision relating to any excise tax that Mr. Mele incurs
    by reason of his receipt of any payment that constitutes an
    excess parachute payment as defined in Section 280G of the
    Internal Revenue Code. Any excess parachute payments and related
    tax gross-up
    payments made to Mr. Mele will not be deductible by HLTH
    for federal income tax purposes.  William
    Midgette
    
    The initial term of the agreement was 5 years, which
    expired on September 1, 2007; however, the agreement
    automatically renews on a monthly basis, unless notice of
    termination is given prior to the end of any renewal period.
    Under the agreement, Mr. Midgettes annual base salary
    is $300,000 and he is eligible for an annual bonus of up to 50%
    of his base salary. The amount of any bonus is in the discretion
    of the Compensation Committee. For 2008, Mr. Midgette
    received a bonus of $91,000. See Compensation Discussion
    and Analysis  Use of Specific Types of Compensation
    in 2008  Bonuses above. For information
    regarding Mr. Midgettes equity compensation, see the
    Executive Compensation Tables above.
    In the event of the termination of Mr. Midgettes
    employment by Porex without Cause or by
    Mr. Midgette for Good Reason (as those terms
    are described below) absent a Change in Control of Porex (as
    described below), he would be entitled to continuation of his
    base salary, as severance, for a period of one year.
    In the event of a Change in Control of Porex:  
    If Mr. Midgettes employment is terminated by Porex
    without Cause or by him for Change of Control
    Good Reason (as such terms are described below) within
    15 months following a Change in Control of Porex,
    Mr. Midgette would be entitled to continuation of his base
    salary, as severance, for a period of two years and payment of
    COBRA premiums for 18 months (or if earlier, until he is
    eligible for comparable coverage);
    If there is a Change in Control of Porex on or before
    June 30, 2009 (or such later date to which Porexs
    change of control retention plan may be extended),
    Mr. Midgette would be entitled to a retention bonus of
    $66,667 (or a greater amount as may be determined by the Board
    of Directors of HLTH). Mr. Midgette would be entitled to an
    additional retention bonus of $33,333 if there is a 45




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##### Table of Contents



Change in Control of Porex and a Sale of Porex Surgical (as
    defined below) on or before June 30, 2009 (or such later
    date, if extended) and Mr. Midgette remains employed with
    Porex or its successor for the later of (i) 60 days
    following the Change in Control of Porex or (ii) the Sale
    of Porex Surgical. If Mr. Midgettes employment is
    terminated by Porex or its successor without Cause or by
    Mr. Midgette for Change of Control Good Reason following a
    Change in Control of Porex, but before the 60 day retention
    date, he is still entitled to receive the applicable retention
    bonuses. If there is only a Sale of Porex Surgical,
    Mr. Midgette is not entitled to either piece of the
    retention bonus.  
    The first vesting date of the stock option and restricted stock
    grants made to him on December 10, 2008 will be accelerated
    to the closing date of the Change in Control of Porex.  
    If Mr. Midgettes employment is terminated by us for
    Cause, he (i) would not be entitled to any
    further compensation or benefits and (ii) would not be
    entitled to any additional rights or vesting with respect to the
    restricted stock or the stock options following the date of
    termination.
    For purposes of Mr. Midgettes employment agreement:  
    Cause includes (i) continued failure to
    satisfactorily perform his duties in any material respect
    following written notice and a reasonable period of time (but
    not in excess of 30 days) to correct such failure,
    (ii) misconduct, negligence, act of dishonesty, violence or
    threat of violence that is demonstrably injurious to Porex,
    (iii) a material breach of Porexs policies or the
    employment agreement, that remains unremedied after notice and a
    reasonable period of time to correct (but not in excess of
    30 days), (iv) failure to adhere to the lawful
    instructions of the Chairman of the HLTH Board of Directors, or
    (v) conviction of a felony in respect of a dishonest or
    fraudulent act or other crime of moral turpitude involving
    Porex, or which could otherwise reflect negatively on Porex or
    otherwise impair or impede its operations.
    Good Reason includes any of the following conditions
    or events remaining in effect after 30 days written notice:
    (i) a reduction in base salary, (ii) a material breach
    of the employment agreement by Porex, or (iii) the
    relocation of his place of work more than 50 miles from his
    work location, so long as his place of relocation is also a
    further distance from his residence.
    Change of Control Good Reason includes any of the
    following conditions or events remaining in effect after
    30 days written notice: (i) a reduction in base
    salary, or (ii) the relocation of his place of work more
    than 50 miles from his work location, so long as his place
    of relocation is also a further distance from his residence.
    A Change in Control of Porex includes (i) HLTH
    ceasing to own 50% or more of the voting power of Porex or
    (ii) the sale of all or substantially all of the assets of
    Porex, provided that a Change in Control in Porex does not occur
    if the successor is HLTH or an affiliate of HLTH.
    A Porex Surgical Sale includes (i) HLTH ceasing
    to own 50% or more of the voting power of Porex Surgical, Inc.
    or (ii) the sale of all or substantially all of the assets
    of Porex Surgical, Inc., provided that a Porex Surgical Sale
    does not occur if the successor is HLTH or an affiliate of HLTH.  
    Mr. Midgette is subject to certain restrictive covenants
    contained in his employment agreement and a restrictive covenant
    agreement. The restrictive covenants in those agreements
    include: (i) trade secret obligations that survive in
    perpetuity, so long as they remain trade secrets,
    (ii) confidentiality obligations that survive for
    5 years after the termination of his employment;
    (iii) non-solicitation provisions that prohibit
    Mr. Midgette from soliciting employees of Porex or from
    soliciting any of Porexs clients or customers with whom he
    had material contact during the 12 month period prior to
    the termination of his employment, and (iv) non-competition
    provisions that prohibit Mr. Midgette from 46




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being involved in a business that competes with Porexs
    business. The non-solicitation and non-competition obligations
    end on the second anniversary of the date his employment has
    ceased. The severance payments and other post-employment
    benefits due to Mr. Midgette under the employment agreement
    are subject to Mr. Midgettes continued compliance
    with his restrictive covenant obligations.  
    The employment agreement is governed by the laws of the state of
    Georgia.  Director
    Compensation
   47




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Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Security
    Ownership of Certain Beneficial Owners and Management
  c/o HLTH 07407-1361.
  Common





Total


Percent ofName and Address of Beneficial Owner

Stock(1)


Other(2)


Shares


Outstanding(2)FMR LLC(3)


11,212,021







11,212,021



10.9
%82 Devonshire Street
    Boston, MA 02109CalPERS/PCG Corporate Partners, LLC(4)


10,638,297







10,638,297



10.3
%1200 Prospect Street, Suite 200
    La Jolla, CA 92037Samana Capital, L.P., Morton Holdings, Inc. and Philip B.
    Korsant(5)


8,147,807







8,147,807



7.9
%283 Greenwich Avenue
    Greenwich, CT 06830Morgan Stanley(6)


6,824,858







6,824,858



6.6
%1585 Broadway
    New York, NY 10036Mark J. Adler, M.D.


600
(7)


232,249



232,849



*Paul A. Brooke


271,667
(8)


206,249



477,916



*Kevin M. Cameron


501,184
(9)


3,257,168



3,758,352



3.5
%Neil F. Dimick






54,165



54,165



*Mark Funston


72,500
(10)


90,000



162,500



*Wayne T. Gattinella


8,630



454,881



463,511



*James V. Manning


507,572
(11)


244,249



751,821



*Charles A. Mele


129,404
(12)


1,858,000



1,987,404



1.9
%William Midgette


10,011
(13)


310,000



320,011



*Herman Sarkowsky


291,970



381,249



673,219



*Joseph E. Smith


29,250



162,249



191,499



*Martin J. Wygod


6,988,271
(14)


4,550,000



11,538,271



10.7
%All executive officers and directors as a group (12 persons)


8,807,888



11,800,459



20,608,347



17.9
%     *
    
    Less than 1%.(1)
    
    The amounts set forth in this
    column include 156, 1,855 and 236 shares of HLTH Common
    Stock held in the respective accounts of each of
    Messrs. Cameron, Mele and Wygod in the HLTH 401(k) Plan
    (which we refer to in this table as 401(k) Plan Shares), all of
    which are vested in accordance with terms of the Plan. The
    amount set forth in this column for All executive officers
    and directors as a group includes 2,247 401(k) Plan
    Shares, all of which are vested in accordance with the terms of
    the HLTH 401(k) Plan.Messrs. Cameron, Funston,
    Mele, Midgette and Wygod are beneficial owners of shares of HLTH
    Restricted Stock in the respective amounts stated in the
    footnotes below. Holders of HLTH Restricted Stock have voting
    power, but not dispositive power, with respect to unvested
    shares of HLTH Restricted Stock. For information regarding the
    vesting schedules of the HLTH Restricted Stock, see
    Executive Compensation  Executive Compensation
    Tables  Outstanding Equity Awards at End of
    2008 in Item 11 above. 48




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(2)
    
    Beneficial ownership is determined
    under the rules and regulations of the SEC, which provide that
    shares of Common Stock that a person has the right to acquire
    within 60 days are deemed to be outstanding and
    beneficially owned by that person for the purpose of computing
    the total number of shares beneficially owned by that person and
    the percentage ownership of that person. However, those shares
    are not deemed to be outstanding for the purpose of computing
    the percentage ownership of any other person. Accordingly, we
    have set forth, in the column entitled Other, with
    respect to each person listed, the number of shares of HLTH
    Common Stock that such person has the right to acquire pursuant
    to options that are currently exercisable or that will be
    exercisable within 60 days of April 15, 2009. We have
    calculated the percentages set forth in the column entitled
    Percent of Outstanding based on the number of shares
    outstanding as of April 15, 2009 (which was 103,267,837,
    including all outstanding unvested shares of HLTH Restricted
    Stock) plus, for each listed person or group, the number of
    additional shares deemed outstanding, as set forth in the column
    entitled Other.(3)
    
    The information shown is as of
    March 9, 2009 and is based upon information disclosed by
    FMR LLC, Fidelity Management & Research Company and
    Edward C. Johnson, 3d in a Schedule 13G filed with the SEC.
    Such persons reported that FMR Corp. and the other members of
    the filing group had, as of March 9, 2009, sole power to
    dispose of or to direct the disposition of
    11,212,021 shares of HLTH Common Stock and sole power to
    vote or to direct the vote of 1,016 shares of HLTH Common
    Stock. Sole power to vote the other shares of HLTH Common Stock
    beneficially owned by the filing group resides in the respective
    boards of trustees of the funds that have invested in the shares.(4)
    
    The information shown is as of
    December 3, 2008 and is based upon information disclosed by
    CalPERS/PCG Corporate Partners, LLC in a Form 3 filed with
    the SEC.(5)
    
    The information shown is as of
    December 31, 2008 and is based upon information disclosed
    by Samana Capital, L.P., Morton Holdings, Inc. and Philip B.
    Korsant in a Schedule 13G filed with the SEC. Such persons
    reported that Morton Holdings, Inc. and Philip B. Korsant had,
    as of December 31, 2008, shared power to dispose of or to
    direct the disposition of 8,147,807 shares of HLTH Common
    Stock and shared power to vote or to direct the voting of those
    shares of HLTH Common Stock, with Samana Capital, L.P. also
    having shared voting power and shared dispositive power with
    respect to 6,820,839 of those shares.(6)
    
    The information shown is as of
    December 3, 2008 and is based upon information disclosed by
    Morgan Stanley and Morgan Stanley Capital Services Inc. in a
    Schedule 13G filed with the SEC. Such persons reported that
    Morgan Stanley had, as of December 3, 2008, sole power to
    vote or direct the voting of 6,800,988 shares of HLTH
    Common Stock and shared power to vote or direct the voting of
    23,870 shares of HLTH Common Stock, and sole power to
    dispose of or to direct the disposition of all such shares, with
    Morgan Stanley Capital Services Inc. having sole voting power
    and sole dispositive power with respect to. 6,366,077 of those
    shares.(7)
    
    Represents 600 shares held by
    Dr. Adlers son.(8)
    
    Represents 70,000 shares held
    by Mr. Brooke and 201,667 shares held by PMSV Holdings
    LLC, of which Mr. Brooke is the managing member.(9)
    
    Represents 317,778 shares held
    by Mr. Cameron, 156 401(k) Plan Shares and 183,250 unvested
    shares of HLTH Restricted Stock.(10)
    
    Represents 30,000 shares held
    by Mr. Funston and 42,500 unvested shares of HLTH
    Restricted Stock.(11)
    
    Represents 503,018 shares held
    by Mr. Manning (including 12,500 through an IRA),
    3,000 shares held by Mr. Mannings wife through
    an IRA, and 1,554 shares held by the WebMD Health
    Foundation, Inc., a charitable foundation of which
    Messrs. Manning and Wygod are trustees and share voting and
    dispositive power.(12)
    
    Represents 53,432 shares held
    by Mr. Mele, 1,855 401(k) Plan Shares, 72,500 unvested
    shares of HLTH Restricted Stock and 1,617 shares held by
    the Rose Foundation, a private charitable foundation of which
    Messrs. Mele and Wygod are trustees and share voting and
    dispositive power.(13)
    
    Represents 11 shares held by
    Mr. Midgette and 10,000 unvested shares of HLTH Restricted
    Stock.(14)
    
    Represents 6,458,532 shares
    held by Mr. Wygod, 236 401(k) Plan Shares,
    360,000 shares of unvested HLTH Restricted Stock,
    5,000 shares held by Mr. Wygods spouse through
    an IRA, 161,332 shares held by SYNC, Inc., which is
    controlled by Mr. Wygod, 1,554 shares held by the
    WebMD Health Foundation, Inc., a charitable foundation of which
    Messrs. Wygod and Manning are trustees and share voting and
    dispositive power, and 1,617 shares held by the Rose
    Foundation, a private charitable foundation of which
    Messrs. Wygod and Mele are trustees and share voting and
    dispositive power. 49




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Equity
    Compensation Plan Information
    (c)(b)


Number of Securities(a)


Weighted-Average


Remaining Available forNumber of Securities to be


Exercise Price of


Future Issuance Under EquityIssued Upon Exercise of


Outstanding


Compensation PlansOutstanding Options,


Options, Warrants


(Excluding SecuritiesPlan Category(1)

Warrants and Rights


and Rights


Reflected in Column (a))Equity compensation plans approved by security holders


23,109,043


$
12.40



2,562,834Equity compensation plans not approved by security holders(2)


1,377,085


$
8.47



280,841
(3)Total


24,486,128


$
12.18



2,843,675
(3)     (1)
    
    This table does not include
    outstanding options to acquire 20,017,962 shares of HLTH
    Common Stock at a weighted-average exercise price of $17.15 per
    share that were assumed by HLTH in mergers or acquisitions. We
    cannot grant additional awards under these assumed plans. For
    additional information regarding the assumed options, see
    Note 15 to the Consolidated Financial Statements in this
    Annual Report. In addition, this table does not include equity
    plans of WHC providing for options to purchase shares of WHC
    Class A Common Stock and shares of WHC Restricted Stock.
    For information regarding those equity compensation plans, see
    Note 15 to the Consolidated Financial Statements in this
    Annual Report.(2)
    
    The plans included in this category
    did not require approval of our stockholders under applicable
    law and Nasdaq rules at the time such plans were adopted. See
    Description of Plans Not Approved by Stockholders
    below for descriptions of the equity compensation plans in this
    category. In accordance with the rules and regulations of the
    SEC, equity compensation plans also includes, for
    purposes of this table, warrants issued to third parties.
    Accordingly, this category includes warrants to acquire
    22,466 shares of HLTH Common Stock at a weighted-average
    exercise price of $30.00 per share that were outstanding on
    December 31, 2008. None of these warrants are held by HLTH
    employees. We cannot grant additional awards under the relevant
    agreements pursuant to which those warrants were issued. For
    additional information regarding these warrants, see
    Note 17 to the Consolidated Financial Statements in this
    Annual Report.(3)
    
    Includes 262,508 shares of
    HLTH Common Stock available, as of December 31, 2008, for
    grant of restricted stock awards under our 2002 Restricted Stock
    Plan.  Description
    of Plans Not Approved by Stockholders
  2001 Stock Plan.
 50




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##### Table of Contents



2002 Restricted Stock Plan.
  Envoy Stock Plan.
  Option Agreement with Wayne Gattinella.
 51




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##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Director
    Independence
      Transactions
    with WHC
  Form 10-K
  Termination
    Agreement
   52




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##### Table of Contents



Services
    Agreement
    Registration
    Rights Agreement
    Tax
    Sharing Agreement
     53




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Indemnity
    Agreement
    
    the operations of WHCs business;
    any material untrue statements or omissions in the prospectus
    included in the registration statement for WHCs initial
    public offering (the WHC IPO Prospectus), other than
    material untrue statements or omissions contained in or
    pertaining to information relating solely to HLTH; and
    guarantees or undertakings made by HLTH to third parties in
    respect of WHCs liabilities or obligations or those of
    WHCs subsidiaries.    
    the operations of HLTHs business;
    any material untrue statements or omissions in the WHC IPO
    Prospectus, other than material untrue statements or omissions
    contained in or pertaining to information relating solely to
    WHC; and
    certain pre-existing legal proceedings.    Intellectual
    Property License Agreement
    Private
    Portals License
   54




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##### Table of Contents



Other
    Arrangements with WHC
      Other
    Related Party Transactions
      Audit
    Committee Review of Related Party Transactions
   55




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case-by-case
     56




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Item 14.
    Principal
    Accountant Fees and Services    Type of Fees

2008


2007Audit Fees

$
1,507,981


$
1,903,198Audit-Related Fees


1,217,026



162,775Tax Fees


298,600



353,561All Other Fees


1,500



1,500Total Fees

$
3,025,107


$
2,421,034     
    audit fees include: (a) fees for professional
    services (i) for the audit of consolidated financial
    statements of HLTH and WHC for that fiscal year, (ii) for
    review of the consolidated financial statements included in
    HLTHs and WHCs Quarterly Reports on
    Form 10-Q
    filed during that fiscal year, and (iii) for the audits of
    internal control over financial reporting for that fiscal year
    with respect to HLTH and WHC; and (b) fees for services
    that are normally provided by the principal accountant in
    connection with statutory and regulatory filings or engagements
    for that year;
    audit-related fees are fees in the year for
    assurance and related services that are reasonably related to
    the performance of the audit or review of our financial
    statements, and consisted of fees related to audits of our
    employee benefit plans and fees for services related to the
    terminated WHC Merger, the ViPS Sale, the 2008 EBSCo Sale and
    the proposed Porex Sale;
    tax fees are fees in the year for professional
    services for tax compliance, tax advice, and tax planning and
    analysis, a portion of which related to the terminated WHC
    Merger; and
    all other fees are fees in the year for any products
    and services not included in the first three categories and
    consisted of a subscription to Ernst & Youngs
    online research tool.    case-by-case
 57




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##### Table of Contents



SIGNATURES
    HLTH
    Corporation
  By:
    /s/  Mark
    D. Funston   Executive Vice President and
 Chief Financial Officer
 58




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INDEX TO
    EXHIBITS  Exhibit No.

Description2.1*

Stock Purchase Agreement, dated as of August 8, 2006,
    between the Registrant and Sage Software, Inc. (incorporated by
    reference to Exhibit 2.1 to the Registrants Current
    Report on
    Form 8-K
    filed on August 11, 2006)2.2*

Amended and Restated Agreement and Plan of Merger, dated as of
    November 15, 2006, among Emdeon Corporation, EBS Holdco,
    Inc., EBS Master LLC, Emdeon Business Services LLC, Medifax-EDI
    Holding Company, EBS Acquisition LLC, GA EBS Merger LLC and EBS
    Merger Co. (incorporated by reference to Exhibit 2.1 to the
    Registrants Current Report on
    Form 8-K
    filed on November 21, 2006)2.3*

Securities Purchase Agreement, dated as of February 8,
    2008, among the Registrant, EBS Master LLC, the voting members
    of EBS Master LLC and the purchasers listed therein
    (incorporated by reference to Exhibit 2.1 to the
    Registrants Current Report on
    Form 8-K
    filed on February 13, 2008)2.4*

Agreement and Plan of Merger, dated as of February 20,
    2008, between the Registrant and WebMD Health Corp.
    (WHC) (incorporated by reference to Exhibit 2.1
    to Amendment No. 1, filed on February 25, 2008, to the
    Current Report on
    Form 8-K
    filed by the Registrant on February 21, 2008)2.5*

Agreement and Plan of Merger, dated as of January 17, 2006,
    among the WHC, ME Omaha, Inc., eMedicine.com, Inc., and Lilian
    Shackelford Murray, as Stockholders Representative
    (incorporated by reference to Exhibit 10.1 to the
    WHCs Current Report on
    Form 8-K
    filed on January 20, 2006)2.6*

Agreement and Plan of Merger, dated as of April 13, 2006,
    among Summex Corporation, WHC, and FFGM, Inc. (incorporated by
    reference to Exhibit 10.1 to WHCs Current Report on
    Form 8-K
    filed on April 19, 2006)2.7*

Asset Purchase Agreement, dated as of July 19, 2006, among
    June Plum, Inc. (a wholly owned subsidiary of the Registrant),
    Medsite, Inc., Medsite Acquisition Corp., MedsiteCME, LLC and
    Medsite Pharmaceutical Services, LLC (incorporated by reference
    to Exhibit 10.1 to WHCs Current Report on
    Form 8-K
    filed on July 25, 2006)2.8*

Unit Purchase Agreement, dated as of November 2, 2006, by
    and among WHC, Subimo, LLC and the Sellers referred to therein
    (incorporated by reference to Exhibit 2.1 to the Current
    Report on
    Form 8-K
    filed by WHC on November 8, 2006) (the Subimo
    Purchase Agreement)2.9

Termination Agreement, dated as of October 19, 2008,
    between the Registrant and WHC. (incorporated by reference to
    Exhibit 2.1 to the Current Report on
    Form 8-K
    filed by the Registrant on October 20, 2008)2.10

Amendment, dated December 3, 2008, to the Subimo Purchase
    Agreement (incorporated by reference to Exhibit 2.7 to
    WHCS Annual Report on
    Form 10-K
    for the year ended December 2008 (the WHC 2008
    Form 10-K)2.11*

Termination and Mutual Release Agreement, dated as of
    November 18, 2008, among the Registrant, Marketing
    Technology Solutions Inc., Jay Goldberg and Russell Planitzer
    (incorporated by reference to Exhibit 2.8 to the WHC 2008 Form
    10-K)3.1

Eleventh Amended and Restated Certificate of Incorporation of
    the Registrant, as amended (incorporated by reference to
    Exhibit 3.1 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004)3.2

Certificate of Ownership and Merger Amending the
    Registrants Eleventh Amended and Restated Certificate of
    Incorporation to Change the Registrants Name to HLTH
    Corporation (incorporated by reference to Exhibit 3.1 to
    Registrants Current Report on
    Form 8-K
    filed on May 21, 2007)3.3

Amended and Restated Bylaws of Registrant, as currently in
    effect (incorporated by reference to Exhibit 3.2 of the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004)4.1

Specimen Common Stock certificate (incorporated by reference to
    Exhibit 4.1 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2000) E-1




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##### Table of Contents



Exhibit No.

Description4.2

Indenture, dated as of June 25, 2003, between the
    Registrant and The Bank of New York (incorporated by reference
    to Exhibit 4.1 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003)4.3

Form of 1.75% Convertible Subordinated Note Due 2023
    (included in Exhibit 4.2)4.4

Registration Rights Agreement dated as of June 25, 2003
    between WebMD Corporation and Banc of America Securities LLC
    (incorporated by reference to Exhibit 4.2 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003)4.5

Indenture, dated as of August 30, 2005, between the
    Registrant and The Bank of New York (incorporated by reference
    to Exhibit 4.1 to Amendment, filed November 9, 2005 to
    the Registrants Current Report on
    Form 8-K
    filed on August 30, 2005)4.6

Form of
    31/8% Convertible
    Note Due 2025 (included in Exhibit 4.5)4.7

Registration Rights Agreement dated as of August 30, 2005
    between the Registrant and Citigroup Global Markets Inc.
    (incorporated by reference to Exhibit 4.2 to the Amendment,
    filed November 9, 2005, to the Registrants Current
    Report on
    Form 8-K
    filed on August 30, 2005)10.1

Form of Indemnification Agreement to be entered into by the
    Registrant with each of its directors and officers (incorporated
    by reference to Exhibit 10.1 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002)10.2**

WebMD Health Corp. Long-Term Incentive Plan for Employees of
    Subimo, LLC (incorporated by reference to Exhibit 10.2 to
    the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006)10.3

Healtheon/WebMD Media Services Agreement dated January 26,
    2000 among the Registrant, Eastrise Profits Limited and Fox
    Entertainment Group, Inc. (incorporated by reference to
    Exhibit 10.5 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2000), as amended by
    Amendment dated February 15, 2001 (incorporated by
    reference to Exhibit 10.2 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2001)10.4**

Employment Agreement, dated as of November 9, 2006, between
    the Registrant and Mark Funston (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on November 15, 2006)10.5**

Amended and Restated Employment Agreement, dated as of
    August 3, 2005 between the Registrant and Martin J. Wygod
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed on August 5, 2005)10.6**

Letter Agreement, dated as of February 1, 2006 between the
    Registrant and Martin J. Wygod (incorporated by reference to
    Exhibit 10.3 to the Registrants Current Report on
    Form 8-K
    filed on February 2, 2006)10.7**

Employment Agreement, dated September 23, 2004, between the
    Registrant and Kevin Cameron (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed September 28, 2004)10.8**

Letter Agreement, dated as of February 1, 2006 between the
    Registrant and Kevin M. Cameron (incorporated by reference to
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K
    filed on February 2, 2006)10.9**

Amended and Restated Stock Option Agreement dated
    August 21, 2000 between the Registrant (as successor to
    Medical Manager Corporation) and Martin J. Wygod (incorporated
    by reference to Exhibit 10.21 to the Registrants
    Annual Report on
    Form 10-K
    for the year ended December 31, 2000, as amended by
    Amendment No. 1 on
    Form 10-K/A)10.10**

Letter Agreement, dated as of April 27, 2005, between the
    Registrant. and Wayne T. Gattinella (incorporated by reference
    to Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on May 3, 2005)10.11**

Employment Agreement, dated as of April 28, 2005, between
    WebMD, Inc. and Wayne T. Gattinella (incorporated by reference
    to Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on May 3, 2005) E-2




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##### Table of Contents



Exhibit No.

Description10.12**

Employment Agreement dated as of February 1, 2006, between
    the Registrant and Charles A. Mele (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed February 2, 2006)10.13**

Form of Amendment to the Registrants Equity Compensation
    Plans and Stock Option Agreements (incorporated by reference to
    Exhibit 10.1 to the Quarterly Report on
    Form 10-Q
    filed by the Registrant on November 9, 2006)10.14**

2001 Employee Non-Qualified Stock Option Plan of the Registrant,
    as amended (incorporated by reference to Exhibit 10.46 to
    the Registrants
    Form 10-K
    for the year ended December 31, 2001, as amended by
    Amendment No. 1 on
    Form 10-K/A)10.15**

2002 Restricted Stock Plan of the Registrant and Form of Award
    Agreement (incorporated by reference to Exhibit 10.21 to
    the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2002)10.16**

Amended and Restated 1996 Stock Plan of the Registrant
    (incorporated by reference to Exhibit 10.8 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2006)10.17**

Amended and Restated 1998 Employee Stock Purchase Plan of the
    Registrant (incorporated by reference to Exhibit 99.27 to
    the Registrants Registration Statement on
    Form S-8
    (No. 333-47250)
    filed October 4, 2000)10.18**

Amended and Restated 2000 Long-Term Incentive Plan of the
    Registrant (incorporated by reference to Annex E to the
    Registrants Proxy Statement for its 2006 Annual Meeting
    filed on August 14, 2006)10.19**

WebMD, Inc. Amended and Restated 1997 Stock Incentive Plan, as
    amended (incorporated by reference to Exhibit 10.2 to the
    Registrants Registration Statement on
    Form S-8
    (No. 333-90795)
    filed November 12, 1999)10.20**

Envoy Stock Plan (incorporated by reference to Exhibit 99.1
    to the Registrants Registration Statement on
    Form S-8
    (No. 333-42616)
    filed July 31, 2000)10.21**

Amended and Restated 1989 Class A Non-Qualified Stock
    Option Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 10.1 to Synetic, Inc.s Registration Statement
    on
    Form S-1
    (No. 333-28654)
    filed May 18, 1989)10.22**

Amended and Restated 1989 Class B Non-Qualified Stock
    Option Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 10.2 to Synetic, Inc.s Registration Statement
    on
    Form S-1
    (No. 333-28654)
    filed May 18, 1989)10.23**

1991 Director Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.2 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-46640)
    filed March 24, 1992)10.24**

Amended and Restated 1991 Special Non-Qualified Stock Option
    Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 4.3 to Synetic, Inc.s Registration Statement
    on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10.25**

Medical Manager Corporations 1996 Amended and Restated
    Long-Term Incentive Plan (incorporated by reference to
    Exhibit 10.1 to Medical Manager Corporations
    (Commission File
    No. 0-29090)
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1998)10.26**

Medical Manager Corporations 1996 Amended and Restated
    Non-Employee Directors Stock Plan (incorporated by
    reference to Exhibit 10.2 to Medical Manager
    Corporations (Commission File
    No. 0-29090)
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1997)10.27**

1996 Class C Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.1 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10.28**

1997 Class D Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.2 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10.29**

1998 Class E Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.1 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-72517)
    filed February 17, 1999) E-3




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##### Table of Contents



Exhibit No.

Description10.30**

The 1999 Medical Manager Corporation Stock Option Plan for
    Employees of Medical Manager Systems, Inc. (incorporated by
    reference to Exhibit 10.28 to Medical Manager
    Corporations Annual Report on
    Form 10-K
    for the year ended June 30, 1999)10.31**

1998 Porex Technologies Corp. Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.2 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-72517)
    filed February 17, 1999)10.32**

CareInsite, Inc. 1999 Officer Stock Option Plan (incorporated by
    reference to Exhibit 10.18 to Amendment No. 6 to
    CareInsite, Inc.s Registration Statement on
    Form S-1
    (No. 333-75071)
    filed June 11, 1999)10.33**

CareInsite, Inc. 1999 Employee Stock Option Plan (incorporated
    by reference to Exhibit 10.17 to Amendment No. 6 to
    CareInsite, Inc.s Registration Statement on
    Form S-1
    (No. 333-75071)
    filed June 11, 1999)10.34**

CareInsite, Inc. 1999 Director Stock Option Plan
    (incorporated by reference to Annex H to the Proxy
    Statement/Prospectus, filed on August 7, 2000, and included
    in the Registrants Registration Statement on
    Form S-4
    (No. 333-39592)10.35**

Amendment to Company Stock Option Plans of Medical Manager
    Corporation and CareInsite, Inc. (incorporated by reference to
    Exhibit 99.28 to the Registrants Registration
    Statement on
    Form S-8
    (No. 333-47250)
    filed October 4, 2000)10.36**

2004 Non-Qualified Stock Option Plan for Employees of VIPS, Inc.
    (incorporated by reference to Exhibit 10.2 of the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004)10.37**

Stock Option Agreement between the Registrant and Wayne
    Gattinella dated August 20, 2001 (incorporated by reference
    to Exhibit 4.8 to the Registrants Registration
    Statement on
    Form S-8
    (No. 333-888420)
    filed May 16, 2002)10.38

Amended and Restated Tax Sharing Agreement between WHC and the
    Registrant (incorporated by reference to Exhibit 10.1 to
    the Registrants Current Report on
    Form 8-K
    filed on February 16, 2006)10.39

Contribution, Assignment and Assumption Agreement, dated as of
    September 6, 2005, by and between WHC and the Registrant
    (incorporated by reference to Exhibit 10.5 to the
    Registration Statement on Form S-1 (No. 333-124832) of WHC (the
    WHC Registration Statement))10.40**

Form of Restricted Stock Agreement between WHC and Employees
    (incorporated by reference to Exhibit 10.48 to the WHC
    Registration Statement)10.41**

Form of Restricted Stock Agreement between WHC and Non-Employee
    Directors (incorporated by reference to Exhibit 10.49 to
    the WHC Registration Statement)10.42**

Form of Non-Qualified Stock Option Agreement between WHC and
    Employees (incorporated by reference to Exhibit 10.50 to
    the WHC Registration Statement)10.43**

Form of Non-Qualified Stock Option Agreement between WHC and
    Non-Employee Directors (incorporated by reference to
    Exhibit 10.51 to the WHC Registration Statement)10.44**

Amended and Restated WebMD Health Corp. 2005 Long-Term Incentive
    Plan (incorporated by reference to Annex A to WHCs
    Proxy Statement for its 2008 Annual Meeting filed on
    November 5, 2008)10.45**

Form of Restricted Stock Agreement between the Registrant and
    Employees for Grants Under the Registrants 2000 Long-Term
    Incentive Plan (incorporated by reference to Exhibit 10.57
    to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005)10.46**

Form of Non-Qualified Stock Option Agreement between the
    Registrant and Employees for Grants Under the Registrants
    2000 Long-Term Incentive Plan (incorporated by reference to
    Exhibit 10.58 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005)10.47**

Form of Non-Qualified Stock Option Agreement between the
    Registrant and Employees for Grants Under the Registrants
    1996 Stock Plan (incorporated by reference to Exhibit 10.59
    to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005) E-4




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##### Table of Contents



Exhibit No.

Description10.48

Loan Agreement, dated as of May 6, 2008, between Citigroup
    Global Markets Holdings Inc. and the Registrant (incorporated by
    reference to Exhibit 10.1 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2008)10.49

Loan Agreement, dated as of May 6, 2008, between Citigroup
    Global Markets Inc. SB and WHC (incorporated by reference to
    Exhibit 10.1 to the WHCs Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2008)10.50**

Amendment No. 2, dated as of December 1, 2008, between
    the Registrant and Martin J. Wygod (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on December 5, 2008)10.51

Seconded Amended and Restated Tax Sharing Agreement between the
    Registrant and WHC (incorporated by reference to
    Exhibit 10.51 to the WHC 2008
    Form 10-K)10.52**

Letter Agreement, dated December 29, 2008, between the
    Registrant and Martin J. Wygod***10.53**

Amendment to Employment Agreement, dated as of December 16,
    2008, between the Registrant and Kevin M. Cameron***10.54**

Letter Amendment, dated as of December 10, 2008, between
    the Registrant and Mark D. Funston***10.55**

Letter Amendment, dated as of December 10, 2008, between
    the WHC and Wayne T. Gattinella (incorporated by reference to
    Exhibit 10.53 to the WHC 2008
    Form 10-K)10.56**

Amendment, dated as of December 16, 2008, to Amended and
    Restated Employment Agreement between the Registrant and Charles
    A. Mele***10.57**

Letter Agreement, dated as of February 19, 2009, between
    the Registrant and Charles A. Mele***10.58**

WebMD, LLC Supplemental Bonus Program Trust Agreement
    (incorporated by reference to Exhibit 10.48 to Amendment
    No. 1, filed on April 29, 2008, to WHCs Annual
    Report on
    Form 10-K
    for the year ended December 31, 2007)10.59**

Amendment No. 1 to WebMD Supplemental Bonus Program
    Trust Agreement (incorporated by reference to
    Exhibit 10.58 to Amendment No. 1, filed on
    April 29, 2009, to the WHC 2008
    Form 10-K)10.60**

Employment Agreement, dated as of July 19, 2002, between
    Porex Holdings, Inc. and William A. Midgette****10.61**

Letter Amendment, dated as of March 15, 2008, between Porex
    Corporation and William A. Midgette****10.62**

Amendment No. 2, dated as of December 18, 2008 to
    Employment Agreement between Porex Corporation and William A.
    Midgette****10.63**

Employment Agreement, dated as of July 9, 2005, between
    VIPS, Inc. and Arthur Lehrer****10.64**

Letter Amendment, dated as of March 15, 2008, between VIPS,
    Inc. and Arthur Lehrer****12.1

Computation of Ratio of Earnings to Fixed Charges***14.1

Code of Business Conduct****21

Subsidiaries of the Registrant***23.1

Consent of Ernst & Young LLP, Independent Registered
    Public Accounting Firm***23.2

Consent of Ernst & Young LLP, Independent Auditors for
    Exhibit 99.14***24.1

Power of Attorney (see previously filed signature page of this
    Annual Report on
    Form 10-K)***31.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer of the Registrant*****31.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer of the Registrant*****32.1

Section 1350 Certification of Chief Executive Officer of
    the Registrant***32.2

Section 1350 Certification of Chief Financial Officer of
    the Registrant***99.1

Audit Committee Charter (incorporated by reference to
    Annex A to the Registrants Proxy Statement for its
    2007 Annual Meeting filed on August 14, 2007) E-5




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Exhibit No.

Description99.2

Compensation Committee Charter (incorporated by reference to
    Annex B to the Registrants Proxy Statement for its
    2007 Annual Meeting filed on August 14, 2007)99.3

Nominating Committee Charter (incorporated by reference to
    Annex C to the Registrants Proxy Statement for its
    2007 Annual Meeting filed on August 14, 2007)99.4

Governance & Compliance Committee Charter
    (incorporated by reference to Annex D to the
    Registrants Proxy Statement for its 2007 Annual Meeting
    filed on August 14, 2007)99.5

Restated Certificate of Incorporation of WHC (incorporated by
    reference to Exhibit 99.1 to the Registration Statement on
    Form 8-A
    filed by WHC on September 29, 2005 (referred to in this
    Exhibit Index as the WHC
    Form 8-A)99.6

Amended and Restated Bylaws of WHC (incorporated by reference to
    the Current Report on
    Form 8-K
    filed by WHC on December 17, 2007)99.7

Form of Services Agreement between WHC and the Registrant
    (incorporated by reference to Exhibit 10.2 to the WHC
    Registration Statement)99.8

Form of Indemnity Agreement between WHC and the Registrant
    (incorporated by reference to Exhibit 10.3 to the WHC
    Registration Statement)99.9

Form of Intellectual Property License Agreement between WHC and
    the Registrant (incorporated by reference to Exhibit 10.4
    to the WHC Registration Statement)99.10

Form of Private Portal Services Agreement between the Registrant
    and WebMD, Inc. (incorporated by reference to Exhibit 10.6
    to the WHC Registration Statement)99.11

Form of Content License Agreement between the Registrant and
    WebMD, Inc. (incorporated by reference to Exhibit 10.7 to
    the WHC Registration Statement)99.12

Form of Database Agreement between the Registrant and WebMD,
    Inc. (incorporated by reference to Exhibit 10.8 to the WHC
    Registration Statement)99.13

Letter, dated February 2, 2007, executed by WHC and the
    Registrant (incorporated by reference to Exhibit 10.1 to
    WHCs Current Report on
    Form 8-K
    filed on February 2, 2007)99.14

Consolidated Financial Statements of EBS Master LLC for the Year
    Ended December 31, 2007 and the Period from November 16, 2006 to
    December 31, 2006 (incorporated by reference to Exhibit 99.1 to
    the Registrants Annual Report on Form 10-K for the year
    ended December 31, 2007)     *
    
    With respect to the agreements
    filed as Exhibits 2.1 through 2.8 and Exhibit 2.11, certain
    of the exhibits and the schedules to those agreements have been
    omitted pursuant to Item 601(b)(2) of
    Regulation S-K.
    The Registrant will furnish copies of any of the exhibits and
    schedules to the Securities and Exchange Commission upon request.**
    
    Agreement relates to executive
    compensation.***
    
    Previously filed with this Annual
    Report on
    Form 10-K
    (as originally filed on March 2, 2009).****
    
    Filed with this Amendment
    No. 1.*****
    
    Filed with this Amendment
    No. 1 and the required copy was also previously filed with
    this Annual Report on
    Form 10-K
    (as originally filed on March 2, 2009) E-6