Exhibit 10.44
MEDICAL MANAGER CORPORATION
669 River Drive, Center 2
Elmwood Park, New Jersey 07407
September 11, 2000
Kirk Layman
499 Wyndam Road
Teaneck, NJ 07666
Dear Kirk:
As
you know, it is anticipated that, on September 12, 2000,
Medical Manager Corporation (the “Company”) will merge
(the “Merger”) with Healtheon/WebMD Corporation
(“WebMD”). The Company recognizes that the uncertainty
and questions that might arise among management in the context of
the Merger could result in the departure or distraction of
management personnel to the detriment of the Company and its
stockholders. To induce you to remain in its employ, the Company
has decided to enter into this agreement (the “Letter
Agreement”) to confirm the following terms and conditions
with respect to your continued employment with the
Company:
1. Term. The
term of this Letter Agreement (the “Term”) begins on
the date of this Letter Agreement and ends on the fifth anniversary
thereof.
2. Title.
Your title is Senior Vice President - Finance and Chief Accounting
Officer of the Company. It is expected that you will use your best
and most diligent efforts to promote the interests of the Company
and its affiliates and will devote all of your business time and
attention to your employment with the Company.
3. Base
Salary and Bonus.
(a) Your
annual base salary is $260,000 (as it may be increased, “Base
Salary”) and will be paid in accordance with the
Company’s prevailing payroll practices.
(b) You will
be eligible to participate in any WebMD bonus plan, as any such
plan may be modified from time to time, on terms commensurate with
those applicable to officers and such participation shall be at a
level that is no lower than the level applicable to individuals who
hold your title (i.e. “Senior Vice President” or such
more senior title which you may hold from time to time), as set
forth in Section 2 above.
4.
Benefits. You will continue to be eligible to participate in the
employee benefit programs of the Company in accordance with the
terms of such programs, as they may be amended from time to
time.
5. Termination
of Employment.
(a) In the
event that, during the Term, your employment is terminated by the
Company without Cause (as defined in the attached Annex A), by you
for Good Reason (as defined in Annex A) or as a result of your
death or your becoming Disabled (as defined in Annex A) (any of the
foregoing, a “Qualifying Termination”), the Company
will continue to pay your Base Salary to you for a period of one
year from the date of termination.
(b) In the
event that a Qualifying Termination occurs during or after the
Term, any options to purchase shares of the Company’s or
CareInsite’s common stock granted to you on or prior to
June 5, 2000 that are not vested at the time of such
Qualifying Termination will vest in full upon such Qualifying
Termination and such options together with any options that were
already vested prior to the time of such Qualifying Termination
will remain exercisable for a period of one year from the date of
such Qualifying Termination or, with respect to all such options
granted prior to June 5, 2000, for a period of three years, if
such termination occurs after Martin
