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Exhibit 10.1
July 9,
2009
Martin J.
Wygod
c/o HLTH Corporation
669 River Drive
Elmwood Park NJ 07407
Dear
Marty:
Reference is
made to (i) the Amended and Restated Employment Agreement
between you and HLTH Corporation (“HLTH”) dated
August 3, 2005, as previously amended on each of
February 1, 2006, December 1, 2008 and December 29,
2008 (as so amended, the “Employment Agreement”) and
(ii) the Agreement and Plan of Merger dated June 17, 2009
between WebMD Health Corp. (“WebMD”) and
HLTH.
Section 4(f) of the Employment Agreement
currently contemplates that your employment would terminate and you
would serve as a Non-Executive Chairman of the Board of the
surviving company upon consummation of the transactions
contemplated by the Merger Agreement. HLTH and WebMD, however,
believe that it is in the best interests of the surviving company
and its stockholders that you continue to carry out the duties and
responsibilities of an executive officer and that you continue as
an employee following the closing. You have agreed to continue to
serve in the capacity of Executive Chairman of the Board following
the consummation of the merger, subject to the terms of this
Amendment.
Accordingly,
the Employment Agreement is hereby amended as follows:
1.
Amendment to Base Salary. Section 2.1 of
the Employment Agreement is hereby amended by inserting the
following sentence immediately after the first sentence of such
section: “Upon consummation of the Merger (as defined in
Section 4(f) below), Executive’s base salary shall be
$120,000 per annum.”
2.
Amendment to
Section 4(f). Section 4(f) of the Employment
Agreement is hereby amended in its entirety to read as
follows:
“(f) Upon the consummation of
the transactions (the “Merger”) contemplated by the
Agreement and Plan of Merger dated June 17, 2009 between WebMD
Health and the Company (the “Merger Agreement”), the
Executive shall continue as an employee, executive officer and
Chairman of the Board of WebMD Health, as the surviving company in
the Merger. Notwithstanding anything to the contrary contained in
this Agreement, the Executi
