EX-10.2 LETTER AGREEMENT (TONY HOLCOMBE)



 





Exhibit 10.2

CONFORMED COPY




WebMD Corporation

River Drive, Center 2

669 River Drive

Elmwood Park, NJ 07407-1361




           
                  
                  
                  
                  
                 
September 23, 2004



Mr. Tony Holcombe

c/o Envoy Corporation

26 Century Blvd.

Nashville, TN 37214



Dear Tony:




     This letter agreement evidences our mutual agreement and understanding
regarding your continued employment with WebMD Corporation (“WebMD”) and its
Affiliates (capitalized terms used herein without definition have the meanings
ascribed in the Employment Agreement (as defined below)). Effective as of
October 1, 2004, and for purposes of the Employment Agreement, (i) you will
assume the position of President of WebMD in addition to the position of
President of Envoy Corporation, (ii) you will continue to report to the Chief
Executive Officer of WebMD Corporation (the “CEO”) and (iii) you will perform
such duties and services as are designated from time to time by the CEO and are
consistent with your position.



     As of October 1, 2004 your annual base salary will increase to $550,000.
In addition, subject to the approval of the Compensation Committee of the Board
of Directors, you will be granted the following on October 1, 2004:



     (a) A nonqualified option to purchase 400,000 shares of WebMD common
stock under the Company’s 2000 Long Term Incentive Plan (the “New Option”).
The per share exercise price shall be the closing price of the Company’s common
stock on October 1, 2004 and the New Option shall vest subject to your
continued employment on the applicable vesting dates in annual installments as
follows: 17% of the New Option shall vest on October 1, 2005; an additional
18.5% of the New Option shall vest on October 1, 2006; an additional 20% of the
New Option shall vest on October 1, 2007; an additional 21.5% of the New Option
shall vest on October 1, 2008; and the remaining 23% of the New Option shall
vest on October 1, 2009. 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 letter agreement, the New Option shall be evidenced by the
Company’s standard form of option agreement.



     (b) 100,000 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 WebMD (which subject to the terms of this
letter agreement shall be the standard agreement for executives of the
Company). The Restricted Shares shall vest and the restrictions thereon lapse
in the same manner applicable to the New Option subject to your continued
employment on the applicable dates.



 









 





     Except as set forth herein, the Employment Agreement dated as of December
4, 2003 between you and Envoy Corporation (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.



	 	 	 	 	 
	 	WEBMD CORPORATION

 	 
	 	By: /s/ Charles A. Mele	 
	 	 	

	 	 	Name: Charles A. Mele	 
	 	 	Title: Executive Vice
President - General Counsel	 
	 







Accepted and Agreed:




	 
	
/s/ Tony Holcombe



Tony Holcombe