Attached files
file | filename |
---|---|
10-Q - FORM 10-Q - WebMD Health Corp. | g24257e10vq.htm |
EX-32.1 - EX-32.1 - WebMD Health Corp. | g24257exv32w1.htm |
EX-10.2 - EX-10.2 - WebMD Health Corp. | g24257exv10w2.htm |
EX-32.2 - EX-32.2 - WebMD Health Corp. | g24257exv32w2.htm |
EX-31.1 - EX-31.1 - WebMD Health Corp. | g24257exv31w1.htm |
EX-99.1 - EX-99.1 - WebMD Health Corp. | g24257exv99w1.htm |
EX-10.3 - EX-10.3 - WebMD Health Corp. | g24257exv10w3.htm |
EX-31.2 - EX-31.2 - WebMD Health Corp. | g24257exv31w2.htm |
Exhibit 10.1
WebMD Health Corp.
111 Eighth Avenue
New York, NY 10011
111 Eighth Avenue
New York, NY 10011
As of June 28, 2010
Wayne Gattinella
c/o WebMD Health Corp.
111 Eighth Avenue
New York, NY 10011
c/o WebMD Health Corp.
111 Eighth Avenue
New York, NY 10011
Dear Wayne:
Reference is made to (i) the Amended and Restated Employment Agreement dated as of July 14, 2005
between you and WebMD Health Corp. (the Company) (as previously amended, the Employment
Agreement; capitalized terms used herein without definition have the meanings specified in the
Employment Agreement), (ii) the grant of a nonqualified option to purchase 120,000 shares of the
Companys Common Stock made to you on June 28, 2010 (the 2010 Option) as evidenced by the Option
Agreement dated June 28, 2010 (the Option Agreement) and (iii) the grant of 30,000 restricted
shares of the Companys Common Stock made to you on June 28, 2010 (the 2010 Restricted Stock) as
evidenced by a restricted stock agreement dated June 28, 2010 (the Restricted Stock Agreement and
collectively with the Option Agreement, the Award Agreements). The Option Agreement and the
Restricted Stock Agreement will be forwarded to you under separate cover directly from Fidelity,
the Companys third party provider.
1. | Impact of a Change in Control of the Company on the 2010 Option and 2010 Restricted Stock. Notwithstanding anything to the contrary contained in the applicable Award Agreement, in the event of the occurrence of a Change in Control (as defined in the WebMD Amended and Restated 2005 Long-Term Incentive Plan), you may resign without Good Reason at any time after the one year anniversary of such Change in Control and (i) the 2010 Option shall continue to vest and remain outstanding through the second anniversary of the Change in Control as if you remained in the employ of the Company through such date and the 90 day post-termination exercise period shall commence on such second vesting date and (ii) that portion of the 2010 Restricted Stock that would have vested through the second anniversary of the Change in Control will be deemed vested as of the date of termination, in each case subject to a release of claims (as described in the Employment Agreement) being executed by you and becoming effective and your continued compliance with the Trade Secret and Proprietary Information Agreement. In the event that your employment is |
terminated without Cause or for Good Reason on or following a Change in Control of the Company, the 2010 Option and the 2010 Restricted Stock shall be treated in the manner described in the preceding sentence (subject to the conditions specified). |
Except as set forth herein, the Employment Agreement, the Option Agreement and the Restricted Stock
Agreement remain in full force and effect.
WEBMD HEALTH CORP. |
||||
By: | /s/ Lewis H. Leicher | |||
Lewis H. Leicher | ||||
Senior Vice President | ||||
ACKNOWLEDGED AND AGREED
/s/ Wayne Gattinella | ||
WAYNE GATTINELLA |
2