exv10w24






Exhibit 10.24




COMMON STOCK SUBSCRIPTION AND

EBS UNIT VESTING AGREEMENT




          Common Stock Subscription and EBS Unit Vesting Agreement (this “Agreement”), dated as
of                     , 2009, by and among Emdeon Inc., a Delaware corporation (“Emdeon”), EBS
Master LLC, a Delaware limited liability company (the “EBS Master”), and                      (the “Holder”).



R E C I T A L S:




          WHEREAS, in connection with the initial public offering (the “IPO”) of the Class A Common
Stock, par value $.00001 per share, of Emdeon, in accordance with the terms of the Amended and
Restated EBS Executive Equity Incentive Plan (as amended from time to time, the “Equity
Plan”) and the Fifth Amended and Restated Limited Liability Company Agreement of EBS Master, it
has been determined that the outstanding grant units (the “Grant Units”) issued by EBS
Master to EBS Executive Plan LLC (“Plan LLC”) that correspond to class units granted to the
Holder under the Equity Plan (the “Class Units”) will be adjusted (the
“Adjustment”) into (i) vested and unvested direct equity ownership interests in EBS Master
(“EBS Units”) and (ii) the right to enter into a Tax Receivable Agreement (“TRA”)
among Emdeon, the Holder and the other participants in the Equity Plan (the “TRA Rights”);



          WHEREAS, in connection with the IPO, Plan LLC will dissolve and liquidate (the
“Dissolution”), and distribute the EBS Units and TRA Rights held by Plan LLC after the
consummation of the Adjustment to the members of Plan LLC, including the Holder, in respect of such
member’s Class Units pursuant to the Dissolution;



          WHEREAS, the Holder desires to subscribe for shares of Class B Common Stock, par value $.00001
per share, of Emdeon (the “Class B Common Stock”) as provided herein, and the parties
hereto wish to set forth their understanding with respect to the Adjustment and the rights and
obligations of the Holder with respect to the vested and unvested EBS Units to be distributed to
the Holder in the Dissolution; and



          WHEREAS, Emdeon, EBS Master and the Holder wish to enter into this Agreement to restrict the
transfer of Initial Equity Securities (as defined below) by the Holder.



          NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
hereto agree as follows:



          1. Distribution of EBS Units and TRA Rights. The parties hereto acknowledge that,
prior to the consummation of the IPO, the Grant Units held by Plan LLC in respect of the Holder’s
Class Units shall be converted into (a) that number of



 









 





2


vested and unvested EBS Units set forth on Exhibit A hereto and (b) TRA rights, each
of which shall be distributed to the Holder in the Dissolution. The original vesting schedule,
forfeiture and certain other terms and conditions of the unvested Class Units shall continue to be
in effect and apply to the unvested EBS Units (the “Unvested EBS Units”). The vesting,
forfeiture and other terms and conditions of the Unvested EBS Units are set forth on Exhibit
B hereto.




          2. Cancellation of Class Units. By entering into this Agreement, the Holder
acknowledges and agrees that effective as of the Dissolution (a) the EBS Units distributed to the
Holder in the Dissolution shall replace in full all of the rights of the Holder with respect to the
Class Units granted to him by Plan LLC, (b) the award agreement by and between the Holder and Plan
LLC, dated as of [___] (the Award Agreement”) shall be cancelled and of no further force or effect
and (c) the Holder shall have no further rights or entitlements under the Equity Plan and the Award
Agreement.



          3. EBS Units Subject to Fifth Amended and Restated EBS Master LLC Agreement, as
amended. By entering into this Agreement, the Holder acknowledges and agrees that (a) the
Holder has received and read the Fifth Amended and Restated Limited Liability Company Agreement of
EBS Master LLC, as amended by Amendment No. 1, dated as of [                    ], 2009 and Amendment No. 2,
dated as of [                    ], 2009 (as so amended and as amended from time to time, the “EBS Master
LLC Agreement”), (b) the EBS Units distributed to the Holder in the Dissolution shall be
subject to the EBS Master LLC Agreement (and, in the case of unvested EBS Units, Exhibit B
hereto) the terms and provisions of each of which are incorporated herein by reference, (c) the
Holder shall execute, and return to EBS Master and Emdeon, an executed copy of this Agreement and
the EBS Master LLC Agreement and (d) the EBS Units distributed to the Holder in the Dissolution
shall only be transferable if the transfer is permitted under the EBS Master LLC Agreement and, in
the case of unvested EBS Units, the additional terms of such unvested EBS Units set forth on
Exhibit B hereto. In the event of a conflict between any term or provision contained
herein and a term or provision of the EBS Master LLC Agreement, the applicable terms and provisions
of the EBS Master LLC Agreement will govern and prevail.



          4. Subscription for Class B Common Stock. Subject to the terms and conditions set
forth in this Agreement, the Holder hereby subscribes for that number of shares of Class B Common
Stock specified on Exhibit A. The closing of the purchase of such shares shall occur upon
Emdeon’s receipt of payment therefor, in cash, at the price of $.00001 per share.



          5. Shares. Emdeon represents and warrants that the shares of Class B Common Stock
subscribed for hereunder (the “Shares”) have been duly authorized and, when issued and
delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and
non-assessable.











 





3


          6. Representations and Warranties. The Holder hereby represents and warrants:




          (a) that the Holder is an “accredited investor” (as defined in Regulation D promulgated
under the Securities Act of 1933, as amended (the “Act”);




          (b) that the Holder or the Holder’s representative has had access to the same kind of
information concerning Emdeon that is required by Schedule A of the Act, to the extent that
Emdeon possesses such information;




          (c) that the Holder has received a copy of Emdeon’s Registration Statement on Form S-1,
dated                     , 2009, and such other information as the Holder may have requested from Emdeon;




          (d) that the Holder has such knowledge and experience in financial and business matters that
it is capable of utilizing the information that is available to it concerning Emdeon to evaluate
the risks of investment in Emdeon including the risk that it could lose its entire investment in
Emdeon;




          (e) that the Holder understands that the Shares have not been registered under the Act, the
securities laws of any state or the securities laws of any other jurisdiction, and that the
Shares must be held indefinitely unless the sale or transfer is registered under the Act and such
other securities laws or an exemption from registration under the Act and such other securities
laws covering the sale or transfer of the Shares is available;




          (f) that the Shares are being purchased by the Holder for the Holder’s own sole benefit and
account for investment and not with a view to, or for resale in connection with, a public
offering or distribution thereof;




          (g) that the Holder understands that the certificate or certificates representing the Shares
(if certificated) may be impressed with a legend stating that the Shares have not been registered
under the Act or any state securities laws and setting out or referring to the restrictions on
the transferability and resale of the Shares; and




          (h) that the Holder understands that stop transfer instructions in respect of the Shares may
be issued to any transfer agent, transfer clerk or other agent at any time acting for Emdeon.



          7. Transfer Restrictions.1 (a) The Holder hereby agrees that, unless
otherwise agreed to by Emdeon in writing (with the approval of the board of directors of Emdeon),
it shall not Transfer any of its Initial Unit Securities or Initial Option Securities except for
Transfers, which are otherwise made in accordance with the Stockholders Agreement and the EBS Master LLC Agreement, as applicable, and, in the case of the Initial Option Securities, the Emdeon Inc. 2009 Equity Incentive Plan and the applicable option award agreement, as applicable, as each may be amended from time to time, (i) to a Permitted Transferee (it being understood that Class B Shares





 




			
	1	 	This provision will not be included in agreements signed by directors.












 





4





shall only be Transferred with the corresponding EBS Units) provided such Permitted Transferee
executes and delivers to Emdeon a joinder agreement in a form acceptable to the Company in its sole
discretion whereby such Permitted Transferee agrees to be bound by the terms of this Section 7,
(ii) of Class A Shares pursuant to the exercise of tag-along rights in accordance with Section 6.3
of the Stockholders Agreement (including in a Transfer made in accordance with Rule 144 under the
Securities Act), (iii) of EBS Units and Class B Shares in
an Exchange or pursuant to the exercise of Emdeon's related call right set forth in Section 3.7(g) of the EBS Master LLC Agreement (it being understood that
Class B Shares shall only be Transferred with the corresponding EBS Units) or (iv) the exercise of
a stock option in accordance with its terms. Notwithstanding anything to the contrary in the preceding sentence (but subject to any restrictions
set forth in the Stockholders Agreement and any other agreements with Emdeon or EBS Master), Holder
and its Permitted Transferees may collectively Transfer, in Capped Transfers, Initial Unit
Securities or Initial Option Securities, as applicable, representing up to (i) 20% of Holder’s
Initial Unit Ownership Position and 20% of Holder’s Initial Option Ownership Position from and
after the date hereof until the first anniversary of the IPO Date, (ii) together with all previous
Capped Transfers, 50% of Holder’s Initial Unit Ownership Position and 50% of Holder’s Initial
Option Ownership Position from and after the first anniversary of the IPO Date until the second
anniversary of the IPO Date, (iii) together with all previous Capped Transfers, 70% of Holder’s
Initial Unit Ownership Position and 70% of Holder’s Initial Option Ownership Position from and
after the second anniversary of the IPO Date until the third anniversary of the IPO Date and (iv)
together with all previous Capped Transfers, 100% of Holder’s Initial Unit Ownership Position and
100% of Holder’s Initial Option Ownership Position from and after the third anniversary of the IPO
Date (it being understood that Class B Shares shall only be Transferred with the corresponding EBS
Units). For the avoidance of doubt, the transfer restrictions in this Section 7 are in addition
to, and shall not in any way modify, the transfer restrictions applicable to the Initial Unit
Securities or the Initial Option Securities contained in the Stockholders Agreement, the EBS Master
LLC Agreement, the Emdeon Inc. 2009 Equity Incentive Plan or the applicable stock option award
agreement, in each case as applicable.



          (b) Legends.




          (i) Each certificate representing Initial Unit Securities or Initial Option Securities
(including any certificates representing securities issued upon the Exchange of Initial
Unit Securities or the exercise of Initial Option Securities), if any, will be stamped or
otherwise imprinted with a legend in substantially the following form:




“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.




THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN
THE COMMON STOCK SUBSCRIPTION AND EBS UNIT VESTING AGREEMENT, DATED AS OF
[                    ], 2009, AMONG EMDEON INC., EBS MASTER LLC AND THE HOLDER, AS IT
MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, AND NO
TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS
HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE











 





5


OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE ISSUER OF SUCH SECURITIES.”




          (ii) If any Initial Unit Securities or Initial Option Securities shall be either (i)
disposed of pursuant to a registration statement that has been declared effective by the
Securities and Exchange Commission or (ii) sold under circumstances in which all of the
applicable conditions of Rule 144 under the Securities Act are met and, in each case, the
Transfer is permitted under this Section 7, Emdeon or EBS Master, as applicable, upon the
written request of the holder thereof, shall issue to such holder a new certificate
evidencing such, Initial Unit Securities or Initial Option Securities, as applicable,
without the legend required by Section 7(b)(i) endorsed thereon. If any Initial Unit
Securities or Initial Option Securities cease to be subject to any and all restrictions on
Transfer set forth in this Agreement, the Company or EBS Master, as applicable, upon the
written request of the holder thereof, shall issue to such holder a new certificate
evidencing such Initial Unit Securities or Initial Option Securities, as applicable,
without the second sentence of the legend required by Section 7(b)(i) endorsed thereon.



          (d) Retention
Policy. Notwithstanding anything else in this Agreement Holder hereby agrees to be bound by and comply with the terms of
the Minimum Equity Retention Policy.



          (e) Termination. The transfer restrictions set forth in Section 7(a) shall terminate
and cease to be of further effect upon the earlier to occur of (i) a Change of Control of Emdeon or
(ii) termination of the Holder’s employment or service with Emdeon and its subsidiaries for any
reason.



          (f) Certain Definitions. For the purposes of this Section 7:



          “Capped Transfers” means any Transfer, excluding Transfers described in clause (i) of Section 7(a), clause (iii) of Section 7(a) (but including an Exchange to the extent that Emdeon exercises for cash its call right under Section 3.7(g) of the EBS Master LLC Agreement) and clause (iv) of Section 7(a).



          “Change of Control” has the meaning set forth in Exhibit B hereto.



          “Class A Shares” means the shares of Class A common stock, par value $0.00001 per
share, of Emdeon, or any other Equity Securities of Emdeon or other securities into which such
stock is reclassified or reconstituted.



          “Class B Shares” means the shares of Class B common stock, par value $0.00001 per
share, of Emdeon, or any other Equity Securities of Emdeon or other securities into which such
stock is reclassified or reconstituted (other than by Exchange).



          “Equity Securities” means (i) with respect to a partnership, limited liability company
or similar Person, any and all units, interests, rights to purchase, warrants, options or other
equivalents of, or other ownership interests in, any such Person as well as debt or equity
instruments convertible, exchangeable or exercisable into any such units, interests, rights or
other ownership interests and (ii) with respect to a corporation, any and all shares, interests,
participation or other equivalents (however designated) of corporate stock, including common stock
and preferred stock, or warrants,











 





6



options or other rights to acquire any of the foregoing, including any debt instrument
convertible or exchangeable into any of the foregoing.



          “
Exchange” means an exchange of EBS Units and a
corresponding number of Class B Shares for Class A Shares
pursuant to the EBS Master LLC Agreement.



          “Exchange Act” means the Securities Exchange Act of 1934, and the rules and
regulations promulgated thereunder, as the same may be amended from time to time (or any
corresponding provisions of succeeding law).



          “Fully Diluted” means, with respect to any class of Equity Securities of Emdeon, all
shares of such class of Equity Securities held by the Holder and all shares of such class of Equity
Securities issuable in respect of securities convertible into or exchangeable for such shares
(including, without limitation, the Class B Shares and EBS Units (whether vested or unvested)),
stock appreciation rights, options (whether vested or unvested) and warrants and other rights to
purchase or subscribe for shares of such class of Equity Securities of Emdeon or securities
convertible into or exchangeable for shares of such class of Equity Securities of Emdeon, in each
case held by the Holder.



          “Initial Option Securities” means all stock options to purchase Class A Shares of
Emdeon issued to the Holder in connection with the IPO that are subject to a three year vesting
period from the date of grant (whether vested or unvested) and all Class A Shares or other
securities issued upon exercise of such stock options and shall also include any Equity Security
issued in respect of or in exchange for Initial Option Securities, whether by way of dividend or
other distribution, stock split, reverse stock split, recapitalization, merger, rollup transaction,
consolidation, conversion or reorganization or similar event.



          “Initial Option Ownership Position” means the total amount of all Class A Shares
represented by the Initial Option Securities on a Fully Diluted basis, taking into account any
dividend or other distribution, stock split, reverse stock split, recapitalization, merger, rollup
transaction, consolidation, conversion, reorganization or similar event.



          “
Initial Unit Ownership Position” means the total amount of all Class A Shares
represented by the Initial Unit Securities on a Fully Diluted basis, taking into account any
dividend or other distribution, stock split, reverse stock split, recapitalization, merger, rollup
transaction, consolidation, conversion, reorganization or similar event.



          “Initial Unit Securities” means all EBS Units and Class B Shares owned by the Holder
immediately prior to the consummation of the IPO (whether vested or unvested and whether or not
subject to a unit purchase agreement with Emdeon) and all Class A Shares issued in exchange for
such securities and shall also include any Equity Security or other securities issued in respect of
or in exchange for Initial Unit Securities, whether by way of dividend or other distribution, stock
split, reverse stock split,











 





7



recapitalization, merger, rollup transaction, consolidation, conversion or reorganization or
similar event.



          “IPO” means the first Public Offering of Class A Shares in a firm commitment
underwriting.



          “IPO Date” means the date on which the IPO is consummated.



          “Minimum Equity Retention Policy” means the Emdeon Inc. Minimum Equity Retention
Policy to be adopted by Emdeon after the IPO as in effect from time to time.



          “Permitted Transferee” shall mean Management Permitted Transferee as defined in the EBS Master LLC Agreement, as amended from time to time.



          “Person” means any individual, partnership, firm, corporation, limited liability
company, association, trust, unincorporated organization or other entity, as well as any syndicate
or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.



          “Public Offering” means a public offering of Class A Shares pursuant to an effective
registration statement (other than on Form S-4, Form S-8 or their respective equivalents) filed by
Emdeon under the Securities Act.



          “Securities Act” means the Securities Act of 1933, and the rules and regulations
promulgated thereunder, as the same may be amended from time to time (or any corresponding
provisions of succeeding law).



          “Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of [___], 2009,
by and among Emdeon, Hellman & Friedman Capital Associates VI, L.P., Hellman & Friedman Capital
Executives VI, L.P., HFCP VI Domestic AIV, L.P., H&F Harrington AIV II, L.P., H&F GP, General
Atlantic Partners 83, L.P., General Atlantic Partners 84, L.P.,
GAP-W, LCC, GapStar, LLC,
GAPCO GmbH & Co. KG, GAP Coinvestments CDA, L.P., GAP Coinvestments III, LLC, and GAP Coinvestments
IV, LLC, the Management Stockholders (as defined therein) and the eRx Stockholders (as defined
therein), as it may be amended, supplemented or restated from time to time.



          “Transfer” means, as a noun, any voluntary or involuntary, direct or indirect
(whether through a change of control of the Transferor or any Person that controls the Transferor,
the issuance or transfer of Equity Securities of the Transferor, by operation of law or otherwise),
transfer, sale, pledge or hypothecation or other disposition and, as a verb, voluntarily or
involuntarily, directly or indirectly (whether through a change of control of the Transferor or any
Person that controls the Transferor, the











 






8


issuance or transfer of Equity Securities of the Transferor or any Person that controls the
Transferor, by operation of law or otherwise), to transfer, sell, pledge or hypothecate or
otherwise dispose of. The terms “Transferee,” “Transferor,” “Transferred,”
and other forms of the word “Transfer” shall have the correlative meanings.



          8. Governing Law. This Agreement, the legal relations between the parties and any
action, whether contractual or non-contractual, instituted by any party with respect to matters
arising under or growing out of or in connection with or in respect of this Agreement shall be
governed by and construed in accordance with the Laws of the State of Delaware applicable to
contracts made and performed in such State and without regard to conflicts of law doctrines, except
to the extent that certain matters are preempted by federal law or are governed as a matter of
controlling law by the law of the jurisdiction of organization of the respective parties.



          9. No Right to Continued Service. This Agreement shall not be construed as giving the
Holder the right to be retained in the employ of, or in any other continuing relationship with,
Emdeon or any of its affiliates.



          10. Entire Agreement. This Agreement, together with the EBS Master LLC Agreement, the
Stockholders Agreement (as defined in Section 7 hereof) and all exhibits and schedules hereto and
thereto and all other agreements referenced therein and herein, constitute the entire agreement
between the parties hereto pertaining to the subject matter hereof and supersede all prior and
contemporaneous agreements, understandings, negotiations and discussions, whether oral or written,
of the parties and there are no warranties, representations or other agreements between the parties
in connection with the subject matter hereof except as specifically set forth herein and therein.



          11. Signature in Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.



[Remainder of this page intentionally left blank.]












 





9




          IN WITNESS WHEREOF, the parties hereto have executed this Common Stock Subscription and EBS
Unit Vesting Agreement as of the date first written above.



	 	 	 	 	 
	 	EMDEON INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EBS MASTER LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[HOLDER]



 	 
	 	 	 
	 	 	Name:  	 	 
	 	 	  	 	 











 






	 	 	 	 	 



Exhibit A




	 	 	 	 	 	 	 	 	 
	Vested EBS Units to	 	Unvested EBS Units to	 	 	 	 
	be issued to Holder	 	be issued to Holder	 	 	Class B Shares	 
	in the Dissolution	 	in the Dissolution	 	 	Subscription	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





 









 






EXHIBIT B




          1. Defined Terms



          The following terms as used herein shall have the following meanings:




          (a) "Beneficial Ownership” (including correlative terms) shall have the meaning
given such term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.




          (b) “Cause” shall mean the occurrence of any of the following (i) the Holder’s
failure to comply with the employment policies of EBS Master or its affiliates, which failure is
not cured to the reasonable satisfaction of the Managing Member within 15 days of written notice
to the Holder of such failure to so comply; (ii) the Holder’s commission of any act of dishonesty
or breach of trust in connection with performance of employment-related duties as determined by
the Managing Member, in its sole discretion; or (iii) the Holder’s conviction for, or plea of
guilty or nolo contendere to, any felony or any crime of moral turpitude.




          (c) “Good Reason” shall mean the occurrence of any of the following: (i) a
reduction in the Holder’s base salary paid by EBS Master and its Affiliates or (ii) the
relocation by more than 50 miles of the Holder’s principal place of employment with EBS Master
and its Affiliates.




          (d) “Change of Control” shall mean the first occurrence of any of the following:




          (i) any person or entity, including a “group” as defined in Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended, other than (A) General Atlantic
LLC, Hellman & Friedman LLC or any of their respective affiliates or permitted
transferees pursuant to the EBS Master LLC Agreement or the
Stockholder's Agreement
(B) Emdeon or a wholly-owned subsidiary thereof or (C) any employee benefit plan of
Emdeon or any of its Subsidiaries, acquires Beneficial Ownership of Emdeon’s
securities having 50% (fifty percent) or more of the combined voting power of the
then outstanding securities of Emdeon that may be cast for the election of
directors of Emdeon (other than as a result of an issuance of securities initiated
by Emdeon in the ordinary course of business);




          (ii) as the result of, or in connection with, any cash tender or exchange
offer, merger or other business combination or any combination of the foregoing
transactions, less than a majority of the combined voting power of the then
outstanding securities of Emdeon or any successor company or entity entitled to
vote generally in the election of the directors of Emdeon or such other corporation
or entity after such transaction are held in the aggregate by the holders of Emdeon
securities entitled to vote generally in the election of directors immediately
prior to such transaction;



 









 






          (iii) during any period of two (2) consecutive years, individuals who at the
beginning of any such period constitute the board of directors of Emdeon (the
“Board”) cease for any reason to constitute at least a majority thereof,
unless the election, or the nomination for election by Emdeon’s shareholders, of
each Board member first elected during such period was approved by a vote of at
least two-thirds (2/3rds) of the directors of Emdeon then still in office who were
(i) directors of Emdeon at the beginning of any such period, and (ii) not initially
(a) appointed or elected to office as result of either an actual or threatened
election and/or proxy contest by or on behalf of a person other than the Board, or
(b) designated by a person who has entered into an agreement with Emdeon to effect
a transaction described in (i) or (ii) above or (iv) or (v) below;




          (iv) Emdeon’s shareholders approve a complete liquidation or dissolution of
Emdeon; or




          (v) Emdeon’s shareholders approve the sale or other disposition of all or
substantially all of the assets of Emdeon, respectively, to any person (other than
a transfer to a subsidiary or parent).


Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any
Person (the “Subject Person”) acquired beneficial ownership of more than fifty percent
(50%) of the combined voting power of the then outstanding voting securities of Emdeon as a result
of the acquisition of Emdeon voting securities by Emdeon which, by reducing the number of Emdeon
voting securities then outstanding, increases the proportional number of shares beneficially owned
by the Subject Persons; provided that if (i) the Subject Person becomes the beneficial
owner of any new or additional voting securities of Emdeon in a related transaction or (ii) after
such share acquisition by Emdeon the Subject Person becomes the beneficial owner of any new or
additional voting securities of Emdeon, which in either case (i) or (ii) increases the percentage
of the then outstanding voting securities of Emdeon beneficially owned by the Subject Person, then
a Change of Control shall be deemed to occur.




          2. Vesting




          (a) Unvested EBS Units shall, except as otherwise provided in this Section 2, vest solely in
accordance with the vesting schedule set forth on Schedule I hereto. Upon (or following) a
Change of Control (as defined above), vesting will, except as otherwise provided in Section 2(b),
accelerate only if so provided for by the Managing Member of EBS Master (the “Managing
Member”), in its sole discretion.




          (b) If there is a Change of Control and the Managing Member chooses to not accelerate
vesting of all of the Holder’s unvested EBS Units, all of the unvested EBS Units held by the
Holder at the time of such Change of Control shall become fully vested upon the earlier of:



B-2









 






	 	(x)	 	the Holder’s termination of
employment with EBS Member and its Affiliates, but only if such
termination results from (i) the decision by EBS Master (or by an
Affiliate) to terminate the Holder’s employment other than for
Cause or (ii) the decision by the Holder to terminate his
employment with EBS Master and its Affiliates for Good Reason (as
defined above), and
	 
	 	(y)	 	the 365th day following such Change
of Control, but only if the Holder then remains in employment with
EBS Master or with any of its Affiliates (or with any legal
successor thereto).






          (c) Notwithstanding any other provision of this Agreement to the contrary, except as
otherwise provided in Section 2(b) hereof (pertaining to termination of employment within 365
days following a Change of Control), all unvested EBS Units (and a corresponding number of shares
of Class B Common Stock) held by the Holder shall, immediately upon the termination of the
Holder’s employment with EBS Master and its Affiliates for any reason or without reason and
without any action by any person, be forfeited without consideration to the Holder.



          3. Covenants. The Holder acknowledges and agrees to the covenants set forth in
Sections 4, 5 and 6 of this Exhibit B (the “Award Covenants”). Such Award Covenants do not
supersede or replace any other confidentiality, non-competition or non-solicitation agreement
entered into between the Holder and EBS Master (or any Affiliate thereof) to the extent that such
confidentiality, non-competition and/or non-solicitation agreement is more protective of the
business of EBS Master and/or its Affiliates.



          4. Confidentiality




          (a) Trade Secret and Proprietary Information. The Holder understands and
acknowledges that, during the course of his employment with EBS Master and its Affiliates and as
a result of having executed the Award Agreement and this Agreement, the Holder has been and will
continue to be granted access to valuable information relating to EBS Master and its Affiliates’
business that provides EBS Master and its Affiliates with a competitive advantage (or that could
be used to EBS Master and its Affiliates’ disadvantage by a Competitive Business (as defined
herein), which is not generally known by, nor easily learned or determined by, persons outside
EBS Master and its Affiliates (collectively “Trade Secret and Proprietary Information”).
The term Trade Secret and Proprietary Information shall include, but shall not be limited to: (a)
specifications, manuals, software in various stages of development; (b) customer and prospect
lists, and details of agreements and communications with customers and prospects; (c) sales plans
and projections, product pricing information, acquisition, expansion, marketing, financial and
other business information and existing and future products and business plans of EBS Master and
its Affiliates; (d) sales proposals, demonstrations systems, sales material; (e) research and
development; (f) computer programs; (g) sources of supply; (h) identity of specialized



B-3









 






consultants and contractors and Trade Secret and Proprietary Information developed by them
for EBS Master and its Affiliates; (i) purchasing, operating and other cost data; (j) special
customer needs, cost and pricing data; and (k) employee information (including, but not limited
to, personnel, payroll, compensation and benefit data and plans), including all such information
recorded in manuals, memoranda, projections, reports, minutes, plans, drawings, sketches,
designs, formula books, data, specifications, software programs and records, whether or not
legended or otherwise identified by EBS Master and its Affiliates as Trade Secret and Proprietary
Information, as well as such information that is the subject of meetings and discussions and not
recorded. Trade Secret and Proprietary Information shall not include such information that the
Holder can demonstrate (i) is generally available to the public (other than as a result of a
disclosure by the Holder), (ii) was disclosed to the Holder by a third party under no obligation
to keep such information confidential or (iii) was known to the Holder prior to, and not as a
result of, the Holder’s employment or anticipated employment with EBS Master and its Affiliates.




          (b) Duty of Confidentiality. The Holder agrees at all times, both during and after
his employment with EBS Master and its Affiliates, to hold all of EBS Master and its Affiliates’
Trade Secret and Proprietary Information in a fiduciary capacity for the benefit of EBS Master
and its Affiliates and to safeguard all such Trade Secret and Proprietary Information. The
Holder also agrees that the Holder will not directly or indirectly disclose or use any such Trade
Secret and Proprietary Information to any third person or entity outside EBS Master and its
Affiliates, except as may be necessary in the good faith performance of his duties for EBS Master
and its Affiliates. The Holder further agrees that, in addition to enforcing this restriction,
EBS Master and its Affiliates may have other rights and remedies under the common law or
applicable statutory laws relating to the protection of trade secrets. Notwithstanding anything
in this Agreement to the contrary, the Holder understands that the Holder may disclose EBS Master
and its Affiliates’ Trade Secret and Proprietary Information to the extent required by applicable
laws or governmental regulations or judicial or regulatory process, provided that the Holder give
EBS Master and its Affiliates prompt notice of any and all such requests for disclosure so that
it has ample opportunity to take all necessary or desired action, to avoid disclosure.




          (c) Company Property. The Holder acknowledges that: (i) all Trade Secret and
Proprietary Information of EBS Master and its Affiliates, (ii) computers, and computer-related
hardware and software, cell phones, beepers and any other equipment provided to the Holder by EBS
Master and its Affiliates, and (iii) all documents the Holder creates or receives in connection
with his employment with EBS Master and its Affiliates, belong to EBS Master and its Affiliates,
and not to the Holder personally (collectively, “Company Property”). Such documents
include, without limitation and by way of non-exhaustive example only: papers, files, memoranda,
notes, correspondence, lists, e-mails, reports, records, data, research, proposals,
specifications, models, flow charts, schematics, tapes, printouts, designs, graphics, drawings,
photographs, abstracts, summaries, charts, graphs, notebooks, investor lists, customer/client
lists, and all other compilations of information, regardless of how such information may be
recorded and whether in printed form or on a computer or magnetic



B-4









 






disk or in any other medium. The Holder agrees to return all Company Property (including
all copies) to EBS Master and its Affiliates immediately upon any termination of his employment,
and further agrees that, during and after his employment with EBS Master and its Affiliates, the
Holder will not, under any circumstances, without EBS Master and its Affiliates’ specific written
authorization in each instance, directly or indirectly disclose Company Property or any
information contained in Company Property to anyone outside EBS Master and its Affiliates, or
otherwise use Company Property for any purpose other than the advancement of EBS Master and its
Affiliates’ interests.




          (d) Unfair Competition. The Holder acknowledges that EBS Master and its Affiliates
have a compelling business interest in preventing unfair competition stemming from the
intentional or inadvertent use or disclosure of EBS Master and its Affiliates’ Trade Secret and
Proprietary Information and Company Property.




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




          (f) Intellectual Property and Inventions. The Holder acknowledges that all
developments, including, without limitation, the creation of new products, conferences,
training/seminars, publications, programs, methods of organizing information, inventions,
discoveries, concepts, ideas, improvements, patents, trademarks, trade names, copyrights, trade
secrets, designs, works, reports, computer software, flow charts, diagrams, procedures, data,
documentation, and writings and applications thereof relating to the past, present, or future
business of EBS Master and its Affiliates that the Holder, alone or jointly with others, may have
discovered, conceived, created, made, developed, reduced to practice, or acquired during his
employment with EBS Master and its Affiliates (collectively, “Developments”) are works
made for hire and shall remain the sole and exclusive property of EBS Master and its Affiliates,
and the Holder hereby assigns to EBS Master and its Affiliates all of his rights, titles, and
interest in and to all such Developments, if any. The Holder agrees to disclose to EBS Master
and its Affiliates promptly and fully all future Developments and, at any time upon request and
at the expense of EBS Master and its Affiliates, to execute, acknowledge, and deliver to EBS
Master and its Affiliates all instruments that EBS Master and its Affiliates shall prepare, to
give evidence, and to take any and all other actions that are necessary or desirable in the



B-5









 






reasonable opinion of EBS Master and its Affiliates to enable EBS Master and its Affiliates
to file and prosecute applications for, and to acquire, maintain, and enforce, all letters
patent, trademark registrations, or copyrights covering the Developments in all countries in
which the same are deemed necessary by EBS Master and its Affiliates. All data, memoranda,
notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and
other documentation (and all copies thereof) made or compiled by the Holder or made available to
him concerning the Developments or otherwise concerning the past, present, or planned business of
EBS Master and its Affiliates are the property of EBS Master and its Affiliates, and will be
delivered to EBS Master and its Affiliates immediately upon the termination of his employment
with EBS Master and its Affiliates.



          5. Covenant Not to Compete with EBS Master and its Affiliates. The Holder
acknowledges that the business of EBS Master and its Affiliates is national in scope, that its
products and services are marketed throughout the entire United States, that EBS Master and its
Affiliates competes in nearly all of its business activities with other individuals or entities
that are, or could be, located in nearly any part of the United States and that the nature of his
services, position, and expertise are such that the Holder is capable of competing with EBS Master
and its Affiliates from nearly any location in the United States.



          Accordingly, in order to protect EBS Master and its Affiliates’ Trade Secret and Proprietary
Information and Third-Party Goodwill, the Holder acknowledges and agrees that during the term of
his employment with EBS Master and its Affiliates and for a period of eighteen (18) months after
the date his employment with EBS Master and its Affiliates is terminated for any reason (the
“Restricted Period”), the Holder will not, without EBS Master and its Affiliates’ express
written permission, directly or indirectly (including through the Internet), own, control, manage,
operate, participate in, be employed by, or act for or on behalf of, any Competitive Business (as
defined below) located anywhere within the geographic boundaries of the United States (or outside
of the United States to the extent that such Competitive Business services persons located within
the United States).



          For purposes of this Agreement “Competitive Business” shall mean: (i) any enterprise,
including any payer (including, without limitation, insurance companies, HMO’s, pharmacy benefits
management companies, and/or self-insured employer groups) engaged in establishing electronic
linkages between individual healthcare providers, patients, and/or payers for the purpose of
facilitating or conducting financial, administrative and clinical communication and/or
transactions; (ii) any enterprise engaged in the printing or electronic communication of patient
statements or other invoices for services rendered; and (iii) any enterprise engaged in any other
type of business in which EBS Master and its Affiliates is also engaged, or plans to be engaged, so
long as the Holder is directly involved in such business or planned business on behalf of EBS
Master and its Affiliates.



          6. Non-Solicitation of Employees, Customers. In order to protect EBS Master and its
Affiliates’ Trade Secret and Proprietary Information and Third-Party



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Goodwill, during the Restricted Period, the Holder acknowledges and agrees that he will not,
without EBS Master and its Affiliates’ express written permission, directly or indirectly:




	 	(a)	 	solicit, induce, hire, engage, or attempt to hire or engage
any employee or independent contractor of EBS Master and its Affiliates, or in
any other way interfere with EBS Master and its Affiliates’ employment or
contractual relations with any of its employees or independent contractors,
nor will he solicit, induce, hire, engage or attempt to hire or engage any
individual who was an employee of EBS Master and its Affiliates at any time
during the one (1) year period immediately prior to the termination of his
employment with EBS Master and its Affiliates; or
	 
	 	(b)	 	contact, call upon or solicit, on behalf of a Competitive
Business, any existing or prospective client, or customer of EBS Master and
its Affiliates who the Holder serviced, or otherwise developed a relationship
with, as a result of his employment with EBS Master and its Affiliates, nor
will he attempt to divert or take away from EBS Master and its Affiliates the
business of any such client or customer.





          7. Injunctive Remedies. The Holder acknowledges and agrees that the restrictions
contained in this Agreement are reasonably necessary to protect the legitimate business interests
of EBS Master and its Affiliates, and that any violation of any of the restrictions will result in
immediate and irreparable injury to EBS Master and its Affiliates for which monetary damages will
not be an adequate remedy. The Holder further acknowledges and agrees that if any such restriction
is violated, EBS Master and its Affiliates will be entitled to immediate relief enjoining such
violation (including, without limitation, temporary and permanent injunctions, a decree for
specific performance, and an equitable accounting of earnings, profits, and other benefits arising
from such violation) in any court having jurisdiction over such claim, without the necessity of
showing any actual damage or posting any bond or furnishing any other security, and that the
specific enforcement of the provisions of this Agreement will not diminish his ability to earn a
livelihood or create or impose upon him any undue hardship. The Holder also agrees that any
requests for such relief by EBS Master and its Affiliates shall be in addition to, and without
prejudice to, any claim for monetary damages that EBS Master and its Affiliates may elect to
assert.



          8. Severability Provision. The Holder acknowledges and agrees that the restrictions
imposed upon him by the terms, conditions, and provisions of this Agreement are fair, reasonable,
and reasonably required for the protection of EBS Master and its Affiliates. In the event that any
part of this Agreement is deemed invalid, illegal, or unenforceable, all other terms, conditions,
and provisions of this Agreement shall nevertheless remain in full force and effect. In the event
that the provisions of any of Sections 4, 5 or 6 of this Exhibit B relating to the geographic area
of restriction, the length of restriction or the scope of restriction shall be deemed to exceed the
maximum



B-7









 






area, length or scope that a court of competent jurisdiction would deem enforceable, said
area, length or scope shall, for purposes of this Agreement, be deemed to be the maximum area,
length of time or scope that such court would deem valid and enforceable, and that such court has
the authority under this Agreement to rewrite (or “blue-pencil”) the restriction(s) at issue to
achieve this intent.



          9. Non-Waiver. Any waiver by EBS Master or any of its Affiliates of the Holder’s
breach of any term, condition, or provision of this Agreement shall not operate or be construed as
a waiver of EBS Master and its Affiliates’ rights upon any subsequent breach.



          10. Withholding. The Holder may be required to pay to EBS Master, and EBS Master,
and/or its Affiliates, shall have the right and are hereby authorized to withhold from any payment
due or transfer made under any EBS Unit, or from any other amount owing to the Holder (including in
connection with any transfers of EBS Units), the amount (in cash, securities or other property) of
any applicable federal, state, or local withholding taxes in respect of a EBS Unit or any payment
or transfer under a EBS Unit and to take such other action as may be necessary in the opinion of
the Managing Member to satisfy all obligations for the payment of such taxes. Any amount so
withheld shall be treated hereunder as having been distributed to the Holder.



          11. Rights as Holder of EBS Units. The Holder shall be the record owner of the EBS
Units unless and until such EBS Units are forfeited pursuant to Section 2 hereof and as record
owner shall be entitled to all rights of a holder of EBS Units; provided, that the EBS Units shall
be subject to the limitations on transfer and encumbrance set forth in this Agreement and the EBS
Master LLC Agreement.



          12. EBS Master LLC Agreement. Nothing in this Agreement shall restrict in any way the
adoption of any amendment to the EBS Master LLC Agreement in accordance with its terms. In the
event of a conflict between any term or provision contained herein and a term or provision of the
EBS Master LLC Agreement, the applicable terms and provisions of the EBS Master LLC Agreement will
govern and prevail; and the Managing Member has full discretion to interpret and administer this
Agreement and its judgments are final. Capitalized terms used and not otherwise defined herein
shall have the meaning given the them in the EBS Master LLC Agreement.



          13. Notices. Any notice necessary under this Agreement shall be addressed to EBS
Master or Emdeon at the principal executive office of Emdeon, to the attention of its chief
executive officer, and to the Holder at the address appearing in the personnel records of EBS
Master (or its Affiliates) for the Holder or to any party at such other address as such party
hereto may hereafter designate in writing to the others. Any such notice shall be deemed effective
upon receipt thereof by the addressee.



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Schedule I




[Vesting schedule to match vesting schedule of Holder’s Unvested Class Units]