AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment to
Employment Agreement (this “Amendment”) by and between
HLTH Corporation, a Delaware corporation (the
“Company”), and Kevin Cameron (“Executive”)
is effective as of December 16, 2008.
WHEREAS, Executive
and the Company (formerly known as Emdeon Corporation) are parties
to an Employment Agreement dated as of September 23, 2004 (as
previously amended on February 1, 2006, the
“Agreement”); and
WHEREAS, Executive
and the Company desire to amend the Employment Agreement to comply
with final regulations issued under Section 409A of the
Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in
consideration of the mutual covenants in this Amendment, the
parties agree that the Agreement is amended as set forth
below:
1.
Section 4.2 is amended by adding the following sentences to
the end thereof:
“The
payments and benefits under this Section 4.2 is subject to
Section 4.7. The timing of payments and benefits under this
Section 4.2 is subject to Section 4.8 and
Section 4.9 below.”
2.
Section 4.4(i) is amended by changing the last parenthetical
thereof to “(payable in accordance with Sections 4.8 and
4.9)”.
3.
Section 4.4 is amended by adding the following sentences to
the end thereof:
“The
payments and benefits under this Section 4.4 is subject to
Section 4.7. The timing of payments and benefits under this
Section 4.4 is subject to Section 4.8 and
Section 4.9 below.”
4.
Section 4.5 is amended by adding the following as new
subsections (C) and (D) to read as follows:
“(C) For
the sake of clarity, no public offering or any split-off, spin-off
or other divestiture of WebMD Health to stockholders of either the
Company or WebMD
Health or any
merger or similar combination only between the Company and WebMD
Health (or affiliates thereof) shall constitute a Change in Control
of the Company or of WebMD Health for purposes of this
Agreement.
(D) The
payments and benefits under this Section 4.5 is subject to
Section 4.7. The timing of payments and benefits under this
Section 4.5 is subject to Section 4.8 and
Section 4.9 below.”
5.
Section 4.6 is amended by adding the following sentences to
the end thereof:
“The
payments and benefits under this Section 4.6 is subject to
Section 4.7. The timing of payments and benefits under this
Section 4.6 is subject to Section 4.8 and
Section 4.9 below.”
6.
Section 4.7 is amended by deleting the last sentence thereof
and inserting the following:
“Accordingly, in order to receive any of
the benefits described in Section 4.2, 4.4, 4.5 or 4.6 under this
Agreement, Executive must (i) execute and deliver to the
Company an acknowledgement confirming the above within fifty
(50) days of the date of Executive’s termination of
employment and (ii) not revoke such acknowledgement pursuant
to any revocations rights afforded by law. The Company shall
provide to Executive such acknowledgement no later than three
(3) days following Executive’s termination of
employment. If Executive does not timely execute and
deliver
