Attached files
file | filename |
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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-10.1 - EX-10.1 - WebMD Health Corp. | g24257exv10w1.htm |
EX-31.2 - EX-31.2 - WebMD Health Corp. | g24257exv31w2.htm |
Exhibit 10.3
WebMD Health Corp.
111 Eighth Avenue
New York, NY 10011
111 Eighth Avenue
New York, NY 10011
As of June 28, 2010
Anthony Vuolo
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 Tony:
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 100,000 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 20,000 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 Section 5.6 of the Employment Agreement), 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 the 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 the acknowledgment referred to in Section 5.4 of the Employment Agreement becoming effective and your continued compliance with Section 6 of the Employment 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. |
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By: | /s/ Lewis H. Leicher | |||
Lewis H. Leicher | ||||
Senior Vice President | ||||
ACKNOWLEDGED AND AGREED
/s/ Anthony Vuolo
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