exv10w1



 






EXHIBIT 10.1




CONFORMED COPY                




[Letterhead of Emdeon Corporation]




November 3, 2005




Andrew Corbin




Dear Andy:



     This letter reflects our mutual understanding regarding your continued employment with Emdeon
Corporation (“Emdeon”) and its subsidiaries and amends the Employment Agreement dated September 23,
2003 between Emdeon and you (the “Employment Agreement”).



     1. Position. As of November 3, 2005, you shall assume the position, responsibilities
and duties of Chief Executive Officer of Emdeon Practice Services, Inc. (“EPS”) and, in such
capacity, you will report to and perform the duties designated by the President or Chief Executive
Officer (“CEO”) of Emdeon. Until the filing of Emdeon’s Annual Report on Form 10K (or earlier in
Emdeon’s discretion, in the event that Emdeon has hired a successor Chief Financial Officer), you
shall continue to serve as, have the responsibilities and perform the duties of, the Chief
Financial Officer of Emdeon. During this period and in this capacity, you will continue to report
to the Chief Executive Officer of Emdeon.



     It is hereby understood that during the period that you are serving in the dual roles
described above, you shall be reporting to both the Elmwood Park, NJ and Tampa, FL offices,
provided that at such time as you solely serve as CEO of EPS, you shall report to the Tampa, FL
office.



     2. Equity Grants. Subject to the approval of the Compensation Committee of the Board
of Directors of Emdeon, you will be granted the following on November 4, 2005 (the “date of
grant”):



          (a) A nonqualified option to purchase 200,000 shares of Emdeon common stock under
Emdeon’s 2000 Long Term Incentive Plan (the “New Option”). The per share exercise
price shall be the closing price of Emdeon’s common stock on the date of grant and the New
Option shall vest subject to your continued employment on the applicable vesting dates in
installments as follows: 22% of the New Option shall vest on May 1, 2007; 24% of the New
Option shall









 






vest on May 1, 2008; 26% of the New Option shall vest on May 1, 2009; 28% of the New
Option shall vest on May 1, 2010. The New Option will have a term of ten years, subject to
earlier expiration in the event of termination of employment. Subject to the terms of this
Agreement, the New Option shall be evidenced by the Company’s standard form of option
agreement.




          (b) 40,000 shares of Restricted Stock (the “Restricted Shares”) under the terms of the
2000 Long Term Incentive Plan and a restricted stock agreement to be entered into between
you and Emdeon (which subject to the terms of this Agreement shall be the standard
agreement for executives of the Company). The Restricted Shares shall vest and the
restrictions thereon lapse on the first four anniversaries of the date of grant in the same
percentages applicable to the New Option subject to your continued employment on the
applicable dates.




     By signing below you acknowledge your acceptance of this amendment and that you no longer
serving as the Chief Financial Officer of Emdeon will not be considered “good reason” for purposes
of the Employment Agreement or for any other purpose and shall not be considered a breach of any of
Emdeon’s agreements or covenants under the Employment Agreement. Except as set forth herein, the
Employment Agreement remains in full force and effect and is hereby ratified in all respects. All
references to the Employment Agreement shall be deemed a reference to the Employment Agreement as
amended hereby.



     We look forward to continuing a mutually rewarding working arrangement.



EMDEON CORPORATION




	 	 	 	 	 
	 	 	 
	 	/s/ Kevin M. Cameron
 	 
	 	Name:  	Kevin M. Cameron 	 
	 	Title:  	Chief Executive Officer 	 
	 



EMDEON PRACTICE SERVICES, INC.




	 	 	 	 	 
	 	 	 
	 	                                        /s/ Michael Glick
 	 
	 	Name:  	Michael Glick 	 
	 	Title:  	Senior Vice President 	 
	 



Acknowledged and Agreed




	 	 	 	 	 
	 	 	 
	/s/ Andrew Corbin
 	 	 
	Andrew Corbin 	 	 
	 	 	 
	 



Dated: November 3, 2005