EX-10.1 FORM OF AMENDMENT TO EMDEON CORPORATION



 




EXHIBIT 10.1



FORM OF AMENDMENT TO EMDEON CORPORATION

EQUITY COMPENSATION PLANS AND STOCK OPTION AGREEMENTS



Explanatory Note



Emdeon Corporation (the “Corporation”) maintains numerous equity compensation plans and stock
option agreements, including without limitation the plans and stock option agreements listed on
Annex A attached hereto (collectively, the “Emdeon Plans”). In light of recent guidance in
connection with the accounting principles for equity based compensation under FAS 123(R), the
Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Corporation
determined it to be desirable and appropriate to amend the antidilution provisions of each of the
Emdeon Plans to require adjustment of the terms of the outstanding awards granted under such Emdeon
Plans in the event that the Corporation experiences an equity restructuring event. The amendments
were effective July 27, 2006.



Form of Amendment



Each of the Emdeon Plans was amended by adding the following new section to the end thereof:



     “Adjustments. Notwithstanding any other provision set forth herein to the contrary, upon
or in contemplation of (a) any reclassification, recapitalization, stock split (including a
stock split in the form of a stock dividend) or reverse stock split, (b) any merger,
combination, consolidation, or other reorganization, (c) any spin-off, split-up, or similar
extraordinary dividend distribution in respect of the Common Stock (whether in the form of
securities or property), (d) any exchange of the Common Stock or other securities of Emdeon
Corporation (the “Corporation”), or any similar, unusual or extraordinary corporate transaction
in respect of the Common Stock, or (e) a sale of all or substantially all the business or assets
of the Corporation as an entirety, then the Administrator shall, in such manner, to such extent
(if any) and at such time as it deems appropriate and equitable in the circumstances:




	 	(1)	 	proportionately adjust any or all of (A) the number and type of shares of Common Stock
(or other securities) that thereafter may be made the subject of awards (including the
specific share limits, maximums and numbers of shares set forth elsewhere in this Plan),
(B) the number, amount and type of shares of Common Stock (or other securities or property)
subject to any or all outstanding awards, (C) the grant, purchase, or exercise price (which
term includes the base price of any SAR or similar right, to the extent applicable) of any
or all outstanding awards, (D) the securities, cash or other property deliverable upon
exercise or payment of any outstanding awards, or (E) the performance standards applicable
to any outstanding awards, or
	 
	 	(2)	 	make provision for a cash payment or for the assumption, substitution or exchange of
any or all outstanding share-based awards or the cash, securities or property deliverable
to the holder of any or all outstanding share-based awards, based upon the distribution or
consideration payable to holders of the Common Stock upon or in respect of such event.






The Administrator may adopt such valuation methodologies for outstanding awards as it deems
reasonable in the event of a cash or property settlement and, in the case of options, SARs or
similar rights (as applicable), but without limitation on other methodologies, may base such
settlement solely upon the excess if any of the per share amount payable upon or in respect of
such event over the exercise or base



 









 







price of the award. With respect to any award of an Incentive Stock Option, the Administrator
may make such an adjustment that causes the option to cease to qualify as an Incentive Stock
Option without the consent of the affected participant.




In any of such events, the Administrator may take such action prior to such event to the extent
that the Administrator deems the action necessary to permit the participant to realize the
benefits intended to be conveyed with respect to the underlying shares in the same manner as is
or will be available to stockholders generally. In the case of any stock split or reverse stock
split, if no action is taken by the Administrator, the proportionate adjustments contemplated by
clause (1) above shall nevertheless be made.”




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ANNEX A




The 1999 CareInsite, Inc. Officer Stock Option Plan




The 1999 CareInsite, Inc. Employee Stock Option Plan




CareInsite, Inc. 1999 Director Stock Option Plan




The 1999 Medical Manager Corporation Stock Option Plan for Employees of Medical Manager Systems,
Inc.




Medical Manager Corporation Amended and Restated 1996 Long-Term Incentive Plan




Form of Stock Option Agreement between Synetic, Inc. and Particpant (Kang and Singer)




Synetic, Inc. Amended and Restated 1989 Class A Stock Option Plan




Synetic, Inc. Amended and Restated 1989 Class B Stock Option Plan




Synetic, Inc. 1991 Director Stock Option Plan




Synetic, Inc. Amended and Restated 1991 Special Non-Qualified Stock Option Plan




Synetic, Inc. 1996 Class C Stock Option Plan




Synetic, Inc. 1997 Class D Stock Option Plan




1997 Holstein NQ Plan




Porex Technologies Corp. 1998 Stock Option Plan




Synetic, Inc. 1998 Class E Stock Option Plan




Martin J. Wygod 2000




Executive 8/21/00 Grants




OnHealth Network Company Amended and Restated 1997 Stock Option Plan




WebMD, Inc. Amended and Restated 1997 Stock Incentive Plan




ActaMed Corporation 1997 Stock Option Plan




ActaMed Corporation 1995 Stock Option Plan




ActaMed Corporation 1994 Stock Option Plan




Sapient Health Network, Inc. 1996 Stock Incentive Plan




Mede America Corporation & and its Subsidiaries 1998 Stock Option and Restricted Stock Purchase
Plan




MedE America Corporation and its Subsidiaires Stock Option & and Restricted Stock Purchase Plan




Greenberg News Networks, Inc. 1997 Stock Option Plan




Emdeon Corporation Envoy Stock Plan




Emdeon Corporation 2001 Employee Non-Qualified Stock Option Plan as amended on November 25, 2001




W. Gattinella Plan




Emdeon Corporation 2003 Non-Qualified Stock Option Plan for Employees of Advanced Business
Fulfillment, Inc.




Emdeon Corporation 2004 Non-Qualified Stock Option Plan for Employees of Dakota Imaging, Inc.




Emdeon Corporation 2004 Non-Qualified Stock Option Plan for Employees of ViPS, Inc.




The 2002 Restricted Stock Plan of Emdeon Corporation




Emdeon Corporation 1996 Stock Plan




Emdeon Corporation 2000 Long-Term Incentive Plan