exv10w26






Exhibit 10.26




EMDEON INC.

EMPLOYEE STOCK PURCHASE PLAN




ARTICLE I.

INTRODUCTION




     1.1 ESTABLISHMENT OF PLAN. Emdeon Inc., a Delaware corporation (the “Company”), adopts the
following employee stock purchase plan for its eligible employees. This Plan shall be known as the
Emdeon Inc. Employee Stock Purchase Plan.



     1.2 PURPOSE. The purpose of this Plan is to provide an opportunity for eligible employees of
the Employer to become stockholders in the Company. It is believed that broad-based employee
participation in the ownership of the business will help to achieve the unity of purpose conducive
to the continued growth of the Employer and to the mutual benefit of its employees and
stockholders.



     1.3 QUALIFICATION. This Plan is intended to be an employee stock purchase plan which
qualifies for favorable Federal income tax treatment under Section 423 of the Code and is intended
to comply with the provisions thereof, including the requirement of Section 423(b)(5) of the Code
that all Employees granted options to purchase Stock under the Plan have the same rights and
privileges with respect to such options.



     1.4 RULE 16B-3 COMPLIANCE. This Plan is intended to comply with Rule 16b-3 under the
Securities Exchange Act of 1934, and should be interpreted in accordance therewith.



ARTICLE II.

DEFINITIONS




     As used herein, the following words and phrases shall have the meanings specified below:



     2.1 BOARD OF DIRECTORS. The Board of Directors of the Company.



     2.2 CLOSING MARKET PRICE. The closing price of the Stock as reported in the consolidated
trading of the New York Stock Exchange listed securities; provided that if there should be any
material alteration in the present system of reporting sales prices of such Stock, or if such Stock
should no longer be listed on the New York Stock Exchange, the market value of the Stock as of a
particular date shall be determined in such a method as shall be specified by the Plan
Administrator.



     2.3 CODE. The Internal Revenue Code of 1986, as amended from time to time.



     2.4 COMMENCEMENT DATE. The first day of each Option Period. The first Commencement Date
shall be January 1, 2010.



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     2.5 CONTRIBUTION ACCOUNT. The account established on behalf of a Participant to which shall
be credited the amount of the Participant’s contribution, pursuant to Article V.



     2.6 EFFECTIVE DATE.                      ___, 2009.



     2.7 EMPLOYEE. Each employee of the Employer except:



          (a) any employee who has been employed less than one (1) year;




          (b) any employee whose customary employment is twenty (20) hours per week or less; or




          (c) any employee whose customary employment is for not more than five (5) months in any
calendar year.




     2.8 EMPLOYER. The Company and any corporation (i) which is a Subsidiary of the Company, (ii)
which is authorized by the Board of Directors to adopt this Plan with respect to its Employees, and
(iii) which adopts this Plan. The term “Employer” shall include any corporation into which an
Employer may be merged or consolidated or to which all or substantially all of its assets may be
transferred, provided that the surviving or transferee corporation would qualify as a Subsidiary
under Section 2.18 hereof and that such corporation does not affirmatively disavow this Plan. For
purposes of this Plan, the term “corporation” means a corporation as defined in Section
1.421-1(i)(1) of the Treasury Regulations, which definition includes a limited liability company
taxable as a corporation for all Federal tax purposes.



     2.9 EXERCISE DATE. The last trading date of each Option Period on the New York Stock
Exchange.



     2.10 EXERCISE PRICE. The price per share of the Stock to be charged to Participants at the
Exercise Date, as determined in Section 6.3.



     2.11 FIVE-PERCENT STOCKHOLDER. An Employee who owns five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any parent or Subsidiary
thereof. In determining this five percent test, shares of stock which the Employee may purchase
under outstanding options, as well as stock attributed to the Employee under Section 424(d) of the
Code, shall be treated as stock owned by the Employee in the numerator, but shares of stock which
may be issued under options shall not be counted in the total of outstanding shares in the
denominator.



     2.12 GRANT DATE. The first trading date of each Option Period on the New York Stock Exchange.



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     2.13 OPTION PERIOD. Successive periods of six (6) months (i) commencing on January 1 and
ending on June 30 and (ii) commencing on July 1 and ending on December 31.



     2.14 PARTICIPANT. Any Employee of an Employer who has met the conditions for eligibility as
provided in Article IV and who has elected to participate in the Plan.



     2.15 PLAN. The Emdeon Inc. Employee Stock Purchase Plan.



     2.16 PLAN ADMINISTRATOR. The committee composed of one or more individuals to whom authority
is delegated by the Board of Directors to administer the Plan. The initial committee shall be the
Compensation Committee of the Board of Directors.



     2.17 STOCK. Those shares of common stock of the Company which are reserved pursuant to
Section 6.1 for issuance upon the exercise of options granted under this Plan.



     2.18 SUBSIDIARY. Any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of the granting of the option, each of the
corporations other than the last corporation in the chain owns stock possessing fifty percent (50%)
or more of the combined voting power of all classes of stock in one of the other corporations in
such chain.



ARTICLE III.

STOCKHOLDER APPROVAL




     3.1 STOCKHOLDER APPROVAL REQUIRED. This Plan must be approved by the stockholders of the
Company within the period beginning twelve (12) months before and ending twelve (12) months after
its adoption by the Board of Directors.



     3.2 STOCKHOLDER APPROVAL FOR CERTAIN AMENDMENTS. Without the approval of the stockholders of
the Company, no amendment to this Plan shall increase the number of shares reserved under the Plan,
other than as provided in Section 10.3. Approval by stockholders must occur within one (1) year of
such amendment or such amendment shall be void ab initio, comply with applicable provisions of the
corporate certificate of incorporation and bylaws of the Company, and comply with Delaware law
prescribing the method and degree of stockholder approval required for issuance of corporate stock
or options.



ARTICLE IV.

ELIGIBILITY AND PARTICIPATION




     4.1 CONDITIONS. Each Employee shall become eligible to become a Participant on the
Commencement Date next following the date he has been employed for one (1) year. No Employee who
is a Five-Percent Stockholder shall be eligible to participate in the Plan. Notwithstanding
anything to the contrary contained herein, no individual who is not an Employee shall be granted an
option to purchase Stock under the Plan.



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     4.2 APPLICATION FOR PARTICIPATION. Each Employee who becomes eligible to participate shall be
furnished a summary of the Plan and an enrollment form. If such Employee elects to participate
hereunder, he shall complete such form and file it with his Employer no later than fifteen (15)
days prior to the next Commencement Date. The completed enrollment form shall indicate the amount
of Employee contributions authorized by the Employee. If no new enrollment form is filed by a
Participant in advance of any Option Period after the initial Option Period, that Participant shall
be deemed to have elected to continue to participate with the same contribution previously elected
(subject to the limit of ten percent (10%) of base pay). If any Employee does not elect to
participate in any given Option Period, he may elect to participate on any future Commencement Date
so long as he continues to meet the eligibility requirements.



     4.3 DATE OF PARTICIPATION. All Employees who elect to participate shall be enrolled in the
Plan commencing with the first pay date after the Commencement Date following their submission of
the enrollment form. Upon becoming a Participant, the Participant shall be bound by the terms of
this Plan, including any amendments whenever made.



     4.4 ACQUISITION OR CREATION OF SUBSIDIARY. If the stock of a corporation is acquired by the
Company or another Employer so that the acquired corporation becomes a Subsidiary, or if a
Subsidiary is created, the Subsidiary in either case shall automatically become an Employer and its
Employees shall become eligible to participate in the Plan on the first Commencement Date after the
acquisition or creation of the Subsidiary, as the case may be. Notwithstanding the foregoing, the
Board of Directors may by appropriate resolutions (i) provide that the acquired or newly created
Subsidiary shall not be a participating Employer, (ii) specify that the acquired or newly created
Subsidiary will become a participating Employer on a Commencement Date other than the first
Commencement Date after the acquisition or creation, or (iii) attach any condition whatsoever to
eligibility of the employees of the acquired or newly created Subsidiary, except to the extent such
condition would not comply with Section 423 of the Code.



ARTICLE V.

CONTRIBUTION ACCOUNT




     5.1 EMPLOYEE CONTRIBUTIONS. The enrollment form signed by each Participant shall authorize
the Employer to deduct from the Participant’s compensation an after-tax amount during each payroll
period not less than one hundred dollars ($100.00) nor more than an amount which is ten percent
(10%) of the Participant’s base pay on the Commencement Date. A Participant’s base pay shall be
determined before subtracting any elective deferrals to a qualified plan under Section 401(k) of
the Code, salary reduction contributions to a cafeteria plan under Section 125 of the Code or
elective deferrals to a nonqualified deferred compensation plan. The dollar amount deducted each
payday shall be credited to the Participant’s Contribution Account. Participant contributions will
not be permitted to commence at any time during the Option Period other than on the Commencement
Date. Unless otherwise determined by the Plan Administrator with respect to an Option Period, no
interest will accrue on any contributions or on the balance in a Participant’s Contribution
Account.



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     5.2 MODIFICATION OF CONTRIBUTION RATE. No change shall be permitted in a Participant’s amount
of withholding except upon a Commencement Date, and then only if the Participant files a new
enrollment form with the Employer at least fifteen (15) days in advance of the Commencement Date
designating the desired withholding rate. Notwithstanding the foregoing, a Participant may notify
the Employer at any time (except during the periods from June 21 through June 30 and December 22
through December 31) that he wishes to discontinue his contributions. This notice shall be in
writing and on such forms as provided by the Employer and shall become effective as of a date
provided on the form not more than fifteen (15) days following its receipt by the Employer. The
Participant shall become eligible to recommence contributions on the next Commencement Date.



     5.3 WITHDRAWAL OF CONTRIBUTIONS. A Participant may elect to withdraw the balance of his
Contribution Account at any time during the Option Period prior to the Exercise Date (except during
the periods from June 21 through June 30 and December 22 through December 31). The option granted
to a Participant shall be canceled upon his withdrawal of the balance in his Contribution Account.
This election to withdraw must be in writing on such forms as may be provided by the Employer. If
contributions are withdrawn in this manner, further contributions during that Option Period will be
discontinued in the same manner as provided in Section 5.2, and the Participant shall become
eligible to recommence contributions on the next Commencement Date.



     5.4 LIMITATIONS ON CONTRIBUTIONS. During each Option Period, the total contributions by a
Participant to his Contribution Account shall not exceed ten percent (10%) of the Participant’s
base pay for the Option Period. If a Participant’s total contributions should exceed this limit,
the excess shall be returned to the Participant after the end of the Option Period, without
interest.



ARTICLE VI.

ISSUANCE AND EXERCISE OF OPTIONS




     6.1 RESERVED SHARES OF STOCK. The Company shall initially reserve eight million nine hundred
thousand (8.9 million) shares of Stock for issuance upon exercise of the options granted under this
Plan.



     6.2 ISSUANCE OF OPTIONS. On the Grant Date each Participant shall be deemed to receive an
option to purchase Stock with the number of shares and Exercise Price determined as provided in
this Article VI, subject to the maximum limits specified in Section 6.6(a). All such options shall
be automatically exercised on the following Exercise Date, except for options which are canceled
when a Participant withdraws the balance of his Contribution Account or which are otherwise
terminated under the provisions of this Plan.



     6.3 DETERMINATION OF EXERCISE PRICE. The Exercise Price of the options granted under this
Plan for any Option Period shall be between eighty-five percent (85%) and one-hundred percent
(100%) of the Closing Market Price of the Stock on either the Grant Date or the Exercise Date
during each Option Period. The Plan Administrator, in its sole discretion, shall determine the
percentage of the Exercise Price and the date upon which such



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Exercise Price will be based for each Option Period and shall provide notice of such
provisions to Participants prior to the Commencement Date of each Option Period.



     6.4 PURCHASE OF STOCK. On an Exercise Date, all options shall be automatically exercised,
except that the options of a Participant who has terminated employment pursuant to Section 7.1 or
who has withdrawn all his contributions shall expire. The Contribution Account of each Participant
shall be used to purchase the maximum number of whole shares of Stock determined by dividing the
Exercise Price into the balance of the Participant’s Contribution Account. Any money remaining in
a Participant’s Contribution Account representing a fractional share shall remain in his
Contribution Account to be used in the next Option Period along with new contributions in the next
Option Period; provided, however, that if the Participant does not enroll for the next Option
Period, the balance remaining shall be returned to him in cash, without interest.



     6.5 TERMS OF OPTIONS. Options granted under this Plan shall be subject to such amendment or
modification as the Employer shall deem necessary to comply with any applicable law or regulation,
including but not limited to Section 423 of the Code, and shall contain such other provisions as
the Employer shall from time to time approve and deem necessary; provided, however, that any such
provisions shall comply with Section 423 of the Code.



     6.6 LIMITATIONS ON OPTIONS. The options granted hereunder are subject to the following
limitations:



          (a) The maximum number of shares of Stock which may be purchased by any Participant on an
Exercise Date shall be two thousand five hundred (2,500) shares. This maximum number of shares
shall be adjusted as determined by the Plan Administrator in accordance with, and upon the
occurrence of an event described in, Section 10.3.




          (b) No Participant shall be permitted to accrue the right to purchase during any calendar year
Stock under this Plan (or any other Plan of the Employer or a Subsidiary which is qualified under
Section 423 of the Code) having a market value of greater than twenty-five thousand dollars
($25,000.00) (as determined on the Grant Date for the Option Period during which each such share of
Stock is purchased) as provided in Section 423(b)(8) of the Code.




          (c) No option may be granted to a Participant if the Participant immediately after the option
is granted would be a Five-Percent Stockholder.




          (d) No Participant may assign, transfer or otherwise alienate any options granted to him under
this Plan, otherwise than by will or the laws of descent and distribution, and such options must be
exercised during the Participant’s lifetime only by him.




     6.7 PRO-RATA REDUCTION OF OPTIONED STOCK. If the total number of shares of Stock to be
purchased under options by all Participants on an Exercise Date exceeds the number of shares of
Stock remaining authorized for issuance under Section 6.1, a pro-rata allocation of the shares of
Stock available for issuance will be made among Participants in proportion to their respective
Contribution Account balances on the Exercise Date, and any



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money remaining in the Contribution Accounts shall be returned to the Participants, without
interest.



     6.8 STATE SECURITIES LAWS. Notwithstanding anything to the contrary contained herein, the
Company shall not be obligated to issue shares of Stock to any Participant if to do so would
violate any State (or other applicable) securities law applicable to the sale of Stock to such
Participant. In the event that the Company refrains from issuing shares of Stock to any
Participant in reliance on this Section, the Company shall return to such Participant the amount in
such Participant’s Contribution Account that would otherwise have been applied to the purchase of
Stock.



ARTICLE VII.

TERMINATION OF PARTICIPATION




     7.1 TERMINATION OF EMPLOYMENT. Any Employee whose employment with the Employer is terminated
during the Option Period prior to the Exercise Date for any reason except death, disability or
retirement at or after age 65 shall cease being a Participant immediately. The balance of that
Participant’s Contribution Account shall be paid to such Participant as soon as practical after his
termination. The option granted to such Participant shall be null and void.



     7.2 DEATH. If a Participant should die while employed by the Employer, no further
contributions on behalf of the deceased Participant shall be made. The legal representative of the
deceased Participant may elect to withdraw the balance in said Participant’s Contribution Account
by notifying the Employer in writing prior to the Exercise Date in the Option Period during which
the Participant died (except during the periods from June 21 through June 30 and December 22
through December 31). In the event no election to withdraw is made on or before the June 20 or
December 21 preceding the Exercise Date, the balance accumulated in the deceased Participant’s
Contribution Account shall be used to purchase shares of Stock in accordance with Section 6.4. Any
money remaining which is insufficient to purchase a whole share shall be paid to the legal
representative.



     7.3 RETIREMENT. If a Participant should retire from the employment of the Employer at or
after attaining age 65, no further contributions on behalf of the retired Participant shall be
made. The Participant may elect to withdraw the balance in his Contribution Account by notifying
the Employer in writing prior to the Exercise Date in the Option Period during which the
Participant retired (except during the periods from June 21 through June 30 and December 22 through
December 31). In the event no election to withdraw is made on or before the June 20 or December 21
preceding the Exercise Date, the balance accumulated in the retired Participant’s Contribution
Account shall be used to purchase shares of Stock in accordance with Section 6.4. Any money
remaining which is insufficient to purchase a whole share shall be paid to the retired Participant.



     7.4 DISABILITY. If a Participant should terminate employment with the Employer on account of
disability, as determined by reference to the definition of “disability” in the Employer’s
long-term disability plan, no further contributions on behalf of the disabled



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Participant shall be made. The Participant may elect to withdraw the balance in his
Contribution Account by notifying the Employer in writing prior to the Exercise Date in the Option
Period during which the Participant became disabled (except during the periods from June 21 through
June 30 and December 22 through December 31). In the event no election to withdraw is made on or
before the June 20 or December 21 preceding the Exercise Date, the balance accumulated in the
disabled Participant’s Contribution Account shall be used to purchase shares of Stock in accordance
with Section 6.4. Any money remaining which is insufficient to purchase a whole share shall be
paid to the disabled Participant.



ARTICLE VIII.

OWNERSHIP OF STOCK




     8.1 ISSUANCE OF STOCK. As soon as practical after the Exercise Date, the Plan Administrator
will, in its sole discretion, either credit a share account maintained for the benefit of each
Participant or issue certificates to each Participant for the number of shares of Stock purchased
under the Plan by such Participant during an Option Period. Such determination by the Plan
Administrator shall apply equally to all shares of Stock purchased during the Option Period.
Certificates may be issued, at the request of a Participant, in the name of the Participant,
jointly in the name of the Participant and a member of the Participant’s family, to the Participant
as custodian for the Participant’s child under the Gift to Minors Act, or to the legal
representative of a deceased Participant.



     8.2 PREMATURE SALE OF STOCK. If a Participant (or former Participant) sells or otherwise
disposes of any shares of Stock obtained under this Plan:



          (i) prior to two (2) years after the Grant Date of the option under which such shares were
obtained, or




          (ii) prior to one (1) year after the Exercise Date on which such shares were obtained,




that Participant (or former Participant) must notify the Employer immediately in writing concerning
such disposition.




     8.3 RESTRICTIONS ON SALE. The Plan Administrator may, in its sole discretion, place
restrictions on the sale or transfer of shares of Stock purchased under the Plan during any Option
Period by notice to all Participants of the nature of such restrictions given in advance of the
Commencement Date of such Option Period. The restrictions may prevent the sale, transfer or other
disposition of any shares of Stock purchased during the Option Period for a period of up to two
years from the Grant Date, subject to such exceptions as the Plan Administrator may determine
(e.g., termination of employment with the Employer). If certificates are issued pursuant to
Section 8.1 for shares that are restricted, the certificates shall, in the discretion of the Plan
Administrator, contain a legend disclosing the nature and duration of the restriction. Any such
restrictions and exceptions determined by the Plan Administrator shall be applicable equally to all
shares of Stock purchased during the Option Period for which the restrictions are first applicable.
In addition, such restrictions and exceptions shall remain applicable during



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subsequent Option Periods unless otherwise determined by the Plan Administrator. If the Plan
Administrator should change or eliminate the restrictions for a subsequent Option Period, notice of
such action shall be given to all Participants.



     8.4 TRANSFER OF OWNERSHIP. A Participant who purchases shares of Stock under this Plan shall
be transferred at such time substantially all of the rights of ownership of such shares of Stock in
accordance with the Treasury Regulations promulgated under Section 423 of the Code as in effect on
the Effective Date. Such rights of ownership shall include the right to vote, the right to receive
declared dividends, the right to share in the assets of the Employer in the event of liquidation,
the right to inspect the Employer’s books and the right to pledge or sell such Stock subject to the
restrictions in the Plan.



ARTICLE IX.

ADMINISTRATION AND AMENDMENT




     9.1 ADMINISTRATION. The Plan Administrator shall (i) administer the Plan, (ii) keep records
of the Contribution Account balance of each Participant, (iii) keep records of the share account
balance of each Participant, (iv) interpret the Plan, (v) determine all questions arising as to
eligibility to participate, amount of contributions permitted, determination of the Exercise Price,
and all other matters of administration, and (vi) determine whether to place restrictions on the
sale and transfer of Stock and the nature of such restrictions, as provided in Section 8.3. The
Plan Administrator shall have such duties, powers and discretionary authority as may be necessary
to discharge the foregoing duties, and may delegate any or all of the foregoing duties to any
individual or individuals (including officers or other Employees who are Participants). The Board
of Directors shall have the right at any time and without notice to remove or replace any
individual or committee of individuals serving as Plan Administrator. All determinations by the
Plan Administrator shall be conclusive and binding on all persons. Any rules, regulations, or
procedures that may be necessary for the proper administration or functioning of this Plan that are
not covered in this Plan document shall be promulgated and adopted by the Plan Administrator.



     9.2 AMENDMENT. The Board of Directors of the Employer may at any time amend the Plan in any
respect, including termination of the Plan, without notice to Participants. If the Plan is
terminated, all options outstanding at the time of termination shall become null and void and the
balance in each Participant’s Contribution Account shall be paid to that Participant, without
interest. Notwithstanding the foregoing, no amendment of the Plan as described in Section 3.2
shall become effective until and unless such amendment is approved by the stockholders of the
Company in accordance with the approval requirements of Section 3.2.



ARTICLE X.

MISCELLANEOUS




     10.1 EXPENSES. The Employer will pay all expenses of administering this Plan that may arise
in connection with the Plan.



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     10.2 NO CONTRACT OF EMPLOYMENT. Nothing in this Plan shall be construed to constitute a
contract of employment between an Employer and any Employee or to be an inducement for the
employment of any Employee. Nothing contained in this Plan shall be deemed to give any Employee
the right to be retained in the service of an Employer or to interfere with the right of an
Employer to discharge any Employee at any time, with or without cause, regardless of the effect
which such discharge may have upon him as a Participant of the Plan.



     10.3 ADJUSTMENT UPON CHANGES IN STOCK. The aggregate number of shares of Stock reserved for
purchase under the Plan as provided in Section 6.1, and the calculation of the Exercise Price as
provided in Section 6.3, shall be adjusted by the Plan Administrator (subject to direction by the
Board of Directors) in an equitable and proportionate manner to reflect changes in the
capitalization of the Company, including, but not limited to, such changes as result from merger,
consolidation, reorganization, recapitalization, stock dividend, dividend in property other than
cash, stock split, combination of shares, exchange of shares and change in corporate structure. If
any adjustment under this Section 10.3 would create a fractional share of Stock or a right to
acquire a fractional share of Stock, such fractional share shall be disregarded and the number of
shares available under the Plan and the number of shares covered under any options granted pursuant
to the Plan shall be the next lower number of shares, rounding all fractions downward.



     10.4 EMPLOYER’S RIGHTS. The rights and powers of any Employer shall not be affected in any
way by its participation in this Plan, including but not limited to the right or power of any
Employer to make adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all
or any part of its business or assets.



     10.5 LIMIT ON LIABILITY. No liability whatever shall attach to or be incurred by any past,
present or future stockholders, officers or directors, as such, of the Company or any Employer,
under or by reason of any of the terms, conditions or agreements contained in this Plan or implied
therefrom, and any and all liabilities of any and all rights and claims against the Company, an
Employer, or any stockholder, officer or director as such, whether arising at common law or in
equity or created by statute or constitution or otherwise, pertaining to this Plan, are hereby
expressly waived and released by every Participant as a part of the consideration for any benefits
under this Plan; provided, however, no waiver shall occur, solely by reason of this Section 10.5,
of any right which is not susceptible to advance waiver under applicable law.



     10.6 GENDER AND NUMBER. For the purposes of the Plan, unless the contrary is clearly
indicated, the use of the masculine gender shall include the feminine, and the singular number
shall include the plural and vice versa.



     10.7 GOVERNING LAW. The validity, construction, interpretation, administration and effect of
this Plan, and any rules or regulations promulgated hereunder, including all rights or privileges
of any Participants hereunder, shall be governed exclusively by and in accordance with the laws of
the State of Delaware, except that the Plan shall be construed to the maximum



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extent possible to comply with Section 423 of the Code and the Treasury Regulations
promulgated thereunder.



     10.8 HEADINGS. Any headings or subheadings in this Plan are inserted for convenience of
reference only and are to be ignored in the construction of any provisions hereof.



     10.9 SEVERABILITY. If any provision of this Plan is held by a court to be unenforceable or is
deemed invalid for any reason, then such provision shall be deemed inapplicable and omitted, but
all other provisions of this Plan shall be deemed valid and enforceable to the full extent possible
under applicable law.



[Signatures appear on the next page.]




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     IN WITNESS WHEREOF, the Employer has adopted this Plan as of the ___day of                     ,
200___, to be effective as of the Effective Date (subject to approval by the Company’s
stockholders).



	 	 	 	 	 	 	 	 	 
	 	 	 	 	EMDEON INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 







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