8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 23, 2004

Date of Report (Date of earliest event reported)

WEBMD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-24975	94-3236644
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
incorporation)		No.)

669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361

(Address of principal executive offices, including zip code)

(201) 703-3400

(Registrant’s telephone number, including area code)

(Former name or address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1 EMPLOYMENT AGREEMENT (KEVIN CAMERON)

EX-10.2 LETTER AGREEMENT (TONY HOLCOMBE)

EX-99.1 PRESS RELEASE

Item 1.01. Entry into a Material Definitive Agreement

     The information regarding employment arrangements for Kevin Cameron, Roger Holstein and Tony Holcombe included in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Appointment of Kevin Cameron as Chief Executive Officer of WebMD Corporation

     Effective October 1, 2004, Kevin Cameron will become Chief Executive Officer and a member of the Board of Directors of WebMD Corporation. In addition, Mr. Cameron will join the Executive Committee of the Board effective October 1, 2004.

     Biographical Information. Mr. Cameron has served in various positions at WebMD and its predecessors since April 2000. Since 2002, he has been Special Advisor to the Chairman. Prior to that, he served as Executive Vice President, Business Development and, in addition, from September 2001 through January 2002, was a member of the Office of the President of WebMD. Prior to April 2000, Mr. Cameron was a Managing Director of the Health Care Investment Banking Group of UBS and held various positions at Salomon Smith Barney, which is now part of Citigroup. Mr. Cameron is 38 years old.

     Employment Arrangements. Mr. Cameron has entered into an employment agreement with WebMD, dated September 23, 2004 and effective October 1, 2004. A copy of the employment agreement is being filed as Exhibit 10.1 to this Current Report on Form 8-K. The following is a description of Mr. Cameron’s employment agreement:

• Under the agreement, Mr. Cameron’s annual base salary will be $660,000. He is eligible to receive an annual bonus of up to 100% of his base salary. For the fiscal years ending December 31, 2004 and December 31, 2005, the amount of that bonus will be determined in the discretion of the Compensation Committee. For subsequent years, the amount of the bonus will be based upon performance goals to be approved by the Compensation Committee with respect to each such year. In connection with his election as Chief Executive Officer, Mr. Cameron will receive grants, effective October 1, 2004, of (a) options to purchase 1,500,000 shares of our common stock at an exercise price equal to the closing price of WebMD common stock on that date and (b) 275,000 shares of restricted stock. The options and the restricted stock will vest, so long as he remains in the employ of WebMD (except as described below), as follows: 17% on the first anniversary of the grant date; 18.5% on the second anniversary; 20% on the third anniversary; 21.5% on the fourth anniversary; and 23% on the fifth anniversary.

• In the event of the termination of Mr. Cameron’s employment by us “without cause” or by Mr. Cameron for “good reason,” as those terms are defined in Mr. Cameron’s employment agreement, he would be entitled to: (a) a continuation of his base salary in effect at the time of

2

	termination for six months for each six month period from the effectiveness of the employment agreement (in no event will such salary continuation continue for longer than three years) or, if greater, for two years at his prior salary of $450,000; and (b) continued participation in our benefit plans (or comparable plans) for the duration of the severance period (but no less than two years). In addition, all options granted to Mr. Cameron on or prior to October 1, 2004 shall remain outstanding and continue to vest, and shall otherwise be treated as if Mr. Cameron remained employed by WebMD through the same period as his salary is continued (but no less than two years).
•	In the event of the termination of Mr. Cameron’s employment as a result of his death or permanent disability, he (or his estate) shall be entitled to three years of salary continuation, three years of benefit continuation and three years of vesting of the equity granted on or prior to October 1, 2004 and three years of continued exercisability of options to purchase WebMD common stock.
•	Mr. Cameron may terminate his employment at any time after the first anniversary of a Change in Control (as defined in the employment agreement) and, if this occurs: (a) Mr. Cameron would be entitled receive the greater of (i) the salary continuance for three years at his then current rate and (ii) a continuation of his base salary through October 1, 2009; (b) Mr. Cameron would be entitled to annual bonus payments for the period of salary continuance in an amount equal to 50% of his base salary if this provision applies to 2005 and the amount of the bonus for the prior year if this provision applies to any year after 2005 (or, if greater, the year immediately prior to the Change in Control); (c) his participation in our benefit plans (or comparable plans) would continue for the duration of this period; and (d) all options and restricted stock granted to Mr. Cameron on or prior to October 1, 2004 which have not vested prior to the date of termination would be vested as of the date of termination and all such options would remain exercisable as if he remained in our employ through the expiration date specified in the respective stock option plans and agreements.
•	If Mr. Cameron’s employment is terminated by us for cause or by him without good reason, he is not entitled to any further compensation or benefits. In addition, Mr. Cameron would not be entitled to any additional vesting with respect to the stock options or restricted stock following the date of termination.
•	The employment agreement contains confidentiality obligations that survive indefinitely and non-solicitation and non-competition obligations that end on the second anniversary of the date of cessation of Mr. Cameron’s employment.
•	The employment agreement contains a tax gross-up provision relating to any excise tax that Mr. Cameron incurs by reason of his receipt of any payment that constitutes an excess parachute payment as defined in Section 280G of the Internal Revenue Code.

Appointment of Tony Holcombe as President of WebMD Corporation

     Effective October 1, 2004, Tony Holcombe will become President of WebMD Corporation. Mr. Holcombe will also continue in his role as President of WebMD Business Services (formerly known as WebMD Envoy), our Transaction Services segment.

     Employment Arrangements. Effective October 1, 2004, Mr. Holcombe’s employment agreement is being amended to reflect the additional position and to increase his annual salary from $450,000 to $550,000. A copy of the amendment, dated September 23, 2004, is being filed as Exhibit 10.2 to this Current Report

3

on Form 8-K. A copy of Mr. Holcombe’s employment agreement was filed as Exhibit 10.49 to our Annual Report on Form 10-K for the Year Ended December 31, 2003 and a portion of it is described under the heading “Certain Relationships and Related Transactions” in the Proxy Statement, dated as of August 13, 2004, for our 2004 Annual Meeting of Stockholders, which also includes biographic information regarding Mr. Holcombe under the heading “Executive Officers.” The agreement and those disclosures are incorporated by reference herein pursuant to General Instruction B.3 of Form 8-K.

     The following is a description of Mr. Holcombe’s employment agreement, as amended:

• Under the agreement, Mr. Holcombe’s annual base salary will be $550,000. He is eligible to receive an annual bonus, with a target amount of 50% of his base salary, the actual amount to be in the discretion of the Compensation Committee. In connection with his election as President, Mr. Holcombe will receive grants, effective October 1, 2004, of (a) options to purchase 400,000 shares of our common stock at an exercise price equal to the closing price on that date and (b) 100,000 shares of restricted stock. The options and the restricted stock will vest, so long as he remains in the employ of WebMD (except as described below), as follows: 17% on the first anniversary of the grant date; 18.5% on the second anniversary; 20% on the third anniversary; 21.5% on the fourth anniversary; and 23% on the fifth anniversary.

• In the event of the termination of Mr. Holcombe’s employment by us “without cause” or by Mr. Holcombe for “good reason,” as those terms are defined in Mr. Holcombe’s employment agreement, he would be entitled to: (a) a continuation of his base salary in effect at the time of termination for one year; and (b) continued participation in our benefit plans (or comparable plans) for one year. In addition, the option to purchase WebMD common stock granted to Mr. Holcombe in connection with his initial employment with WebMD in December 2003 shall remain outstanding and continue to vest, and shall otherwise be treated as if Mr. Holcombe remained employed by WebMD through the next vesting date.

• If Mr. Holcombe’s employment is terminated by us for cause or by him without good reason, he is not entitled to any further compensation or benefits. In addition, Mr. Holcombe would not be entitled to any additional vesting with respect to the stock options following the date of termination.

• The employment agreement contains confidentiality obligations that survive indefinitely and non-solicitation and non-competition obligations that end on the second anniversary of the date of cessation of Mr. Holcombe’s employment.

Appointment of Roger C. Holstein as Chief Executive Officer of WebMD Health, Our Portal Services Segment

     Effective October 1, 2004, Roger C. Holstein will no longer serve as WebMD Corporation’s Chief Executive Officer, and will become Chief Executive Officer of WebMD Health, our Portal Services segment. Mr. Holstein remains on the Board of Directors of WebMD Corporation, but will no longer serve as a member of its Executive Committee.

4

     Effective October 1, 2004, Mr. Holstein’s employment agreement is being amended to reflect the change in position and to reduce his annual salary from $1,000,000 to $660,000. A copy of the amendment will be filed, by amendment, as Exhibit 10.3 to this Current Report on Form 8-K. A copy of Mr. Holstein’s employment agreement with the Registrant, dated as of October 23, 2002, was filed as Exhibit 10.14 to our Annual Report on Form 10-K for the year ended December 31, 2002 and it is described under the heading “Executive Compensation – Compensation Arrangements with Executive Officers – Arrangements with Roger C. Holstein” in the Proxy Statement, dated as of August 13, 2004, for our 2004 Annual Meeting of Stockholders, which also includes biographic information regarding Mr. Holstein under the heading “Executive Officers.” The agreement and those disclosures are incorporated by reference herein pursuant to General Instruction B.3 of Form 8-K.

Item 7.01. Regulation FD Disclosure

     On September 23, 2004, WebMD Corporation issued a press release describing changes in its executive management team being announced that day at its Annual Meeting of Stockholders. The changes are effective October 1, 2004. A copy of the press release is attached as Exhibit 99.1. Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Additional information regarding the management changes is included in Item 5.02 of this Current Report on Form 8-K.

     WebMD’s Annual Meeting was broadcast live over the Internet. A replay of the audio webcast is available at http://www.webmd.com (in the About WebMD section).

     During the Annual Meeting, Roger C. Holstein, Chief Executive Officer of WebMD Corporation, made the following statement:

     “I would like to take this opportunity to update you on our understanding of the status of the investigation that was begun by the U.S. Attorney’s Office in South Carolina just over a year ago.

     WebMD cannot be sure of the exact scope of the investigation, which is ongoing. However, to the best of our knowledge, the U.S. Attorney’s Office is investigating allegations of financial accounting improprieties at its Medical Manager division.

     As a result of this investigation, the Board of Directors created a special committee of the Board consisting of independent directors, with the sole authority to direct the Company’s response to the allegations that have been raised. The Special Committee is being advised by the firm of Kramer, Levin, Naftalis & Frankel in connection with this matter. In order to prepare the Company to respond to and cooperate with the U.S. Attorney’s Office, the Company is being advised by the firm of Williams & Connelly, who reports directly to the Special Committee.

5

     As part of its fact finding, WebMD has uncovered evidence that, prior to Medical Manager’s acquisition by WebMD Corporation in September 2000, Medical Manager’s dealer acquisition program was improperly used to artificially inflate the revenue, earnings and goodwill of Medical Manager. Also, as we have stated in the past, the Company has evidence of kickback payments by former dealers to certain former employees of Medical Manager who were responsible for the acquisition program. The Company has commenced lawsuits against two former employees. These kickback payments appear to have continued until sometime in 2002. To date, we have not uncovered information which we believe would require a restatement for any of the years covered by our financial statements. The amount of the kickback payments were immaterial and have already been reflected in our financial statements.

     It is our understanding that the investigation by the U.S. Attorney’s Office also relates to allegations of improper revenue recognition practices in connection with system sales in the Medical Manager business. WebMD has identified some evidence that some employees had in the past engaged in practices to improperly recognize revenue in connection with system sales. As with the issues relating to the dealer acquisition program, to date we have not uncovered information which would require a restatement for any of the years covered by our financial statements.

     As previously announced, WebMD understands that the Securities and Exchange Commission has opened a formal investigation into the matters being investigated by the U.S. Attorney’s Office. However, our primary contacts to date have been with the U.S. Attorney’s Office.

     Since the investigation by the U.S. Attorney’s Office and our internal fact-finding is ongoing, we are not able to reach any final conclusions or respond to any questions about this matter at this time. The Company has been cooperating and intends to continue to cooperate fully with the U.S. Attorney’s Office.”

Item 8.01. Other Events.

     On September 23, 2004, at the Annual Meeting of Stockholders of WebMD Corporation, Mark J. Adler, M.D. and Herman Sarkowsky were elected as Class III directors of WebMD, each to a serve a three-year term, or until his successor has been elected and qualified or until his earlier resignation or removal. In addition, each of the other three proposals presented for approval of stockholders was approved. Those three proposals related to amendments to WebMD’s Eleventh Amended and Restated Certificate of Incorporation and to the Certificate of Designations of WebMD’s Convertible Redeemable Exchangeable Preferred Stock and were described in the Proxy Statement, dated as of August 13, 2004, for the Annual Meeting under the heading “Proposals 2, 3 and 4: The Charter Amendment Proposals.” That description is incorporated by reference herein pursuant to General Instruction B.3 of Form 8-K. We intend to file, with the state of Delaware, a Certificate of

6

Amendment, substantially in the form of Annex E to the Proxy Statement, which is also incorporated by reference herein pursuant to General Instruction B.3 of Form 8-K. After that filing has been completed, we will file our amended charter documents, by amendment, as exhibits to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(c)	Exhibits
	The following exhibits are filed or furnished herewith:

3.1	Certificate of Incorporation of Registrant, as amended (to be filed by amendment)
3.2	Certificate of Designations for Convertible Redeemable Exchangeable Preferred Stock, as amended (to be filed by amendment)
10.1	Employment Agreement, dated September 23, 2004, between the Registrant and Kevin Cameron
10.2	Letter Amendment, dated September 23, 2004, between the Registrant and Tony Holcombe
10.3	Letter Amendment between the Registrant and Roger Holstein (to be filed by amendment)
99.1	Press Release issued by WebMD Corporation, dated September 23, 2004, regarding changes in its executive management team

7

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, WebMD Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WEBMD CORPORATION
Dated: September 28, 2004	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

8

EXHIBIT INDEX

Exhibit
Number	Description
3.1	Certificate of Incorporation of Registrant, as amended (to be filed by amendment)
3.2	Certificate of Designations for Convertible Redeemable Exchangeable Preferred Stock, as amended (to be filed by amendment)
10.1	Employment Agreement, dated September 23, 2004, between the Registrant and Kevin Cameron
10.2	Letter Amendment, dated September 23, 2004, between the Registrant and Tony Holcombe
10.3	Letter Amendment between the Registrant and Roger Holstein (to be filed by amendment)
99.1	Press Release issued by WebMD Corporation, dated September 23, 2004, regarding changes in its executive management team

9

EX-10.1

Exhibit 10.1

CONFORMED COPY

EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT (the “Agreement”) dated as of September 23, 2004 between WEBMD CORPORATION, a Delaware corporation (the “Company”), and Kevin Cameron (“Executive”).

          WHEREAS, Executive and the Company are party to an Employment Agreement dated as of April 4, 2000 (the “Original Employment Agreement”); and

          WHEREAS, the Company and Executive desire to amend and restate in its entirety the Original Employment Agreement on the terms set forth herein;

          NOW, THEREFORE, in consideration of the mutual covenants in this Agreement, the parties agree as follows:

          1. Effectiveness of Agreement and Employment of Executive.

          1.1. Effectiveness of Agreement. This Agreement shall become effective as of the date first written above (the “Effective Date”).

          1.2. Employment by the Company; Directorship. (a) The Company hereby employs Executive as the Chief Executive Officer of the Company and Executive hereby accepts such employment with the Company as of October 1, 2004. Executive shall report to the Board of Directors of the Company (the “Board”), and perform such duties and services for the Company and its subsidiaries and affiliates (such subsidiaries and affiliates collectively, “Affiliates”), commensurate with Executive’s position as may be designated from time to time, by the Board. Executive shall use his best and most diligent efforts to promote the interests of the Company and the Affiliates, and shall devote all of his business time and attention to his employment under this Agreement; provided, however, that, subject to Sections 1.3, 1.4, 1.5 and 1.7, Executive shall be permitted to continue to devote an insubstantial portion of his business time to his family business previously disclosed to the Company in writing and to manage his personal, financial and legal affairs that may from time to time require insubstantial portions of his working time, so long as such activities would not singularly or in the aggregate interfere or be inconsistent with his duties and obligations under this Agreement.

          (b) The Company shall, subject to its fiduciary duties, use its best efforts to appoint Executive to the Board or to include Executive in management’s nominees for election, and recommend the election of Executive as a member of the Board. In the event that the employment of Executive with the Company is terminated for any reason, Executive agrees that he will promptly resign from the Board.

          1.3. Confidentiality. Executive understands and acknowledges that in the course of his employment, he will have access to and will learn information that is proprietary to, or confidential to the Company and its Affiliates that concerns the operation and methodology of the Company and its Affiliates, including, without limitation, business strategy and plans, financial information, protocols, proposals, manuals, clinical procedures and guidelines, technical data, computer source codes, programs, software, know-how and specifications,

copyrights, trade secrets, market information, Developments (as hereinafter defined), and customer information (collectively, “Proprietary Information”). Executive agrees that, at all times (including following termination of this Agreement), he will keep confidential and will not disclose directly or indirectly any such Proprietary Information to any third party, except as required to fulfill his duties hereunder, and will not misuse, misappropriate or exploit such Proprietary Information in any way. The restrictions contained herein shall not apply to any information which Executive can demonstrate by written record (a) was already available to the public at the time of disclosure, or subsequently becomes available to the public, other than by breach of this Agreement, (b) was the subject of a court order for Executive to disclose, or (c) was information which was in the possession of the Executive prior to his employment with the Company. Upon any termination of this Agreement, Executive shall immediately return to the Company all copies of any Proprietary Information in his possession.

          1.4. Restrictions on Solicitation. During the period beginning on the Effective Date and ending on the second anniversary of the date of cessation of the employment of the Executive for any reason whatsoever (the “Restricted Period”), Executive shall not, directly or indirectly, without the prior written approval of the Company, solicit or contact any customer, or any prospective customer (with whom the Executive has had contact during the last 12 months of the term of this Agreement), of the Company or any of the Affiliates for any commercial pursuit which Executive knows, or should know, is in competition with the Company or any of the Affiliates, or that is contemplated from time to time by the Business Plan (as defined below) or take away or interfere or attempt to interfere with any custom, trade, business or patronage of the Company or any of the Affiliates, or induce, or attempt to induce, any employees, agents or consultants of or to the Company or any of the Affiliates to do anything from which Executive is restricted by reason of this Agreement nor shall Executive, directly or indirectly, offer or aid others to offer employment to or interfere or attempt to interfere with any employees, agents or consultants of the Company or any of the Affiliates (or any employee, agents or consultants who were employed or provided services to the Company or its Affiliates during the one year period prior to the date of termination of Executive’s employment). For purposes of this Agreement, “Business Plan” shall mean, at any point in time, the then current business plan of the Company and the Affiliates and any business plans of the Company and the Affiliates in effect during the prior 18 months.

          1.5. Restrictions on Competitive Employment. (a) During the Restricted Period, Executive shall not (as principal, agent, employee, consultant or otherwise), anywhere in the United States, directly or indirectly, without the prior written approval of the Company, (i) engage in direct or indirect competition with the Company or any of the Affiliates, (ii) conduct a business of the type and character engaged in by the Company or any of the Affiliates (or contemplated by the Business Plan), or (iii) develop products or services competitive with those of the Company or any of the Affiliates (collectively, “Competitive Business”). Notwithstanding the foregoing, Executive may have an interest consisting of publicly traded securities constituting less than 5 percent of any class of publicly traded securities in any public company engaged in a Competitive Business so long as he is not employed by and does not consult with, or become a director of or otherwise engage in any activities for, such company.

          (b) For purposes of the covenant not to compete set forth in paragraph (a) above, Executive acknowledges that the Company and its Affiliates presently conduct their

2

businesses throughout the United States. Executive agrees that the Restricted Period and the geographical areas encompassed by such covenant are necessary and reasonable in order to protect the Company and its Affiliates in the conduct of their businesses. The parties intend that the foregoing covenant of Executive shall be construed as a series of separate covenants, one for each geographic area specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth in paragraph (a) above. To the extent that the foregoing covenant or any provision of this Section 1.5 shall be deemed illegal or unenforceable by a court or other tribunal of competent jurisdiction with respect to (i) any geographic area, (ii) any part of the time period covered by such covenant, (iii) any activity or capacity covered by such covenant or (iv) any other term or provision of such covenant, such determination shall not affect such covenant with respect to any other geographic area, time period, activity or other term or provision covered by or included in such covenant.

          1.6. Extension of Restricted Period. The Restricted Period shall be extended by the length of any period during which Executive is in breach of the terms of this Section 1.

          1.7. Assignment of Developments. All Developments that are at any time made, conceived or suggested by Executive, whether acting alone or in conjunction with others, arising out of or as a result of Executive’s employment with the Company shall be the sole and absolute property of the Company and the Affiliates, free of any reserved or other rights of any kind on Executive’s part. During Executive’s employment and, if such Developments were made, conceived or suggested by Executive during or as a result of Executive’s employment under this Agreement or any prior employment with the Company or the Affiliates, thereafter, Executive shall promptly make full disclosure of any such Developments to the Company and, at the Company’s cost and expense, do all acts and things (including, among others, the execution and delivery under oath of patent and copyright applications and instruments of assignment) deemed by the Company to be necessary or desirable at any time in order to effect the full assignment to the Company and the Affiliates of Executive’s right and title, if any, to such Developments. For purposes of this Agreement, the term “Developments” shall mean all data, discoveries, findings, reports, designs, inventions, improvements, methods, practices, techniques, developments, programs, concepts, and ideas, whether or not patentable, relating to the present or planned activities, or future activities of which Executive is aware, or the products and services of the Company or any of the Affiliates.

          1.8. Remedies. Executive acknowledges and agrees that damages for a breach or threatened breach of any of the covenants set forth in Sections 1.1 through 1.7 will be difficult to determine and will not afford a full and adequate remedy, and therefore agrees that the Company, in addition to seeking actual damages in connection therewith, may seek specific enforcement of any such covenant in any court of competent jurisdiction, including, without limitation, by the issuance of a temporary or permanent injunction.

          2. Compensation and Benefits.

          2.1. Salary. Commencing on October 1, 2004, the Company shall pay Executive for services during the term of this Agreement a base salary at the annual rate of $660,000 (as it may be increased, “Base Salary”). Any and all increases to Executive’s Base Salary shall be determined by the Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion.

3

Such Base Salary shall be payable in equal installments, no less frequently than monthly, pursuant to the Company’s customary payroll policies in force at the time of payment, less any required or authorized payroll deductions.

          (a) Bonus Executive shall be eligible to receive an annual bonus of up to 100% of his Base Salary. For the fiscal years ending December 31, 2004 and December 31, 2005, the amount of such bonus shall be determined in the sole discretion of the Compensation Committee. For future fiscal years during the Employment Period, Executive’s bonus shall be subject to the attainment of certain specified performance goals. Payment of the bonus, if any, shall be made at the same time that other executive officer bonuses are paid generally, but in no event later than April 30 of the following year, so long as Executive remains in the employ of the Company on December 31 of the applicable year. The performance goals shall be established by the Compensation Committee in consultation with the Executive. The determination as to whether the performance goals have been attained shall be made by the Compensation Committee in its sole and absolute discretion to the extent the performance goals are not quantifiable and on the basis of the Company’s audited financial statements, to the extent the performance goals are quantifiable. Equitable adjustments shall be made by the Compensation Committee to the targets to reflect the effect of acquisitions/divestitures.

          2.2. Benefits; Car Allowance. (a) During the Employment Period, Executive shall be entitled to participate, on the same basis and at the same level as other similarly situated senior executives of the Company, in any group insurance, hospitalization, medical, health and accident, disability, fringe benefit and tax-qualified retirement plans or programs or vacation leave of the Company now existing or hereafter established to the extent that he is eligible under the general provisions thereof.

          (b) During the Employment Period, the Company shall provide Executive with a car allowance in accordance with Company policy.

          2.3. Expenses. Pursuant to the Company’s customary policies in force at the time of payment, Executive shall be promptly reimbursed, against presentation of vouchers or receipts therefore, for all authorized expenses properly and reasonably incurred by him on behalf of the Company or its Affiliates in the performance of his duties hereunder. The Company shall pay the reasonable expenses of Davis & Gilbert incurred in connection with the negotiation of this Agreement upon presentment of appropriate invoices, not to exceed $10,000.

          3. Employment Period.

          Executive’s employment under this Agreement shall commence as of the Effective Date, and shall terminate on the fifth anniversary thereof, unless terminated earlier pursuant to Section 4 (the “Initial Employment Period”). Unless written notice of either party’s desire to terminate this Agreement has been given to the other party prior to the expiration of the Initial Employment Period (or any one-month renewal thereof contemplated by this sentence), the term of this Agreement shall be automatically renewed for successive one-month periods.

4

          4. Termination.

          4.1. Termination by the Company for Cause. (a) Executive’s employment with the Company may be terminated at any time by the Company for Cause. Upon such a termination, the Company shall have no obligation to Executive other than the payment of Executive’s earned and unpaid compensation to the effective date of such termination.

          (b) For purposes of this section of the Agreement, the term “Cause” shall mean any of the following:

     (i) Any willful misconduct by Executive relating, directly or indirectly, to the Company or any of its Affiliates, which breach, if susceptible to cure, is not cured by Executive within 30 days following written notice from the Company detailing such breach;

     (ii) Any breach by Executive of any material provision contained in this Agreement or any material policy, which breach, if susceptible to cure, is not cured by Executive within 30 days following written notice from the Company detailing such breach; or

     (iii) Executive’s conviction of a felony or crime involving moral turpitude.

          4.2. Permanent Disability; Death. If during the term of this Agreement, Executive shall become ill, mentally or physically disabled, or otherwise incapacitated so as to be unable regularly to perform the duties of his position for a period in excess of 90 consecutive days or more than 120 days in any consecutive 12 month period (“Permanent Disability”), then the Company shall have the right to terminate Executive’s employment with the Company upon written notice to Executive. In the event the Company terminates Executive’s employment as a result of his Permanent Disability or death, Executive or Executive’s estate shall be entitled to (i) a continuation of the Base Salary for a period of three years from the date of termination, (ii) continued participation in the Welfare Plans (as defined below) (subject to the proviso in Section 4.4 (ii)) for a period of three years from the date of termination and (iii) any Existing Equity (as defined in Section 5.2) shall remain outstanding and continue to vest, and shall otherwise be treated for purposes of the terms and conditions thereof, as if Executive remained in the employ of the Company through the third anniversary of the date of termination, in each case subject to the provisos and conditions following clause (iii) in Section 4.4; provided, however, that the Company shall have no other obligation to Executive or Executive’s estate pursuant to this Agreement in the event that Executive’s employment with the Company is terminated by the Company pursuant to this Section 4.2.

          4.3. Resignation by the Executive. If the Executive terminates his employment with the Company other than in accordance with Sections 4.5 and 4.6, the Company shall have no obligation to Executive other than the payment of Executive’s earned and unpaid compensation to the effective date of such termination and any options to purchase the Company’s common stock shall remain outstanding for the post-termination exercise period specified in the applicable option agreement.

5

          4.4. Termination by the Company Without Cause. Executive’s employment with the Company may be terminated at any time by the Company without Cause. If the Company terminates Executive’s employment without Cause (including upon notice of the Company pursuant to Section 3 of its desire not to renew this Agreement) prior to a Change of Control (as defined in Section 4.5), the Company shall have the following obligations to Executive (but excluding any other obligation to Executive pursuant to this Agreement):

     (i) The greater of (A) a continuation of his base salary in effect immediately prior to the Effective Date ($450,000) for a period commencing on the date of termination and ending two years from the date of termination and (B) a continuation of the Base Salary for six months for each six month period from the Effective Date through the date of termination (the period during which Executive is receiving severance under this Section is referred to herein as the “Applicable Period”); provided, however, that in no event shall the Applicable Period exceed three years for any purpose under this Agreement (payable in accordance with the third sentence of Section 2.1);

     (ii) Executive shall be eligible to continue to participate during the Applicable Period (but in no event less than two years) on the same terms and conditions that would have applied had he remained in the employ of the Company during such period, in all health, medical, dental, life and disability plans provided to Executive at the time of such termination and which are provided by the Company to its employees generally following the date of termination (“Welfare Plans”), provided that the Company may require the Executive to elect COBRA and, in such case, the Company shall pay that portion of the COBRA premium that the Company pays for active employees with the same coverage for the period that Executive is eligible for COBRA; and

     (iii) Any Existing Equity (as defined in Section 5.2) shall remain outstanding and continue to vest, and shall otherwise be treated for purposes of the terms and conditions thereof, as if Executive remained in the employ of the Company through the Applicable Period (but in no event less than two years);

provided, however, that the continuation of such salary and benefits and the continued vesting of the Existing Equity and exercisability of the Existing Stock Options shall cease on the occurrence of any circumstance or event that would constitute Cause under Section 4.1 of this Agreement (including any material breach of the covenants contained in Sections 1.3-1.7 above), provided further, however, that Executive’s eligibility to participate in the Welfare Plans shall cease at such time as Executive is offered comparable coverage with a subsequent employer. If Executive is precluded from participating in any Welfare Plan by its terms or applicable law, the Company shall provide Executive with benefits that are reasonably equivalent in the aggregate to those which Executive would have received under such plan had he been eligible to participate therein, provided that the Company’s liability shall in no event exceed three times what the Company would have been required to incur if Executive participated in the Company’s plan. In the event that Executive’s employment is terminated by the Company without Cause on or after a Change of Control, Executive shall be entitled to all of the benefits described in Section 4.5.

          4.5. Change of Control. In the event of a Change of Control (as defined below), the Executive may terminate his employment with the Company upon 30 days’ written

6

notice to the Company at any time after a 11 month period following the occurrence of the Change of Control (or such shorter period to the extent the acquiring company does not request the services of the Executive for such 11 month period). In the event of such a termination by Executive, Executive will be entitled to the (i) the greater of (such period being the “Change of Control Payment Period”) (A) the continuation of the Base Salary for a period of three years from the date of termination or (B) a continuation of the Base Salary through September 22, 2009, (ii) annual bonus payments (pro rated for partial years) during the Change in Control Payment Period calculated as follows: (A) if the date of termination occurs prior to the calculation of the bonus for the fiscal year ending December 31, 2005, such bonus shall be 50% of the Base Salary or (B) if the termination occurs after such date, the bonus shall be the amount of the bonus for the prior fiscal year or, if greater, the bonus paid to Executive for the fiscal year immediately prior to the Change in Control (payable at such time as bonus payments are made generally to officers in no event later than April 30 of the following year), (iii) the benefits described in Section 4.4(ii) for the duration of the Change of Control Payment Period and (iv) all Existing Equity held by the Executive shall immediately vest and the Existing Stock Options will remain outstanding as if Executive remained in the employ of the Company until such Existing Stock Options would have expired under the terms of the applicable stock option plan and agreement, in each case subject to the provisos and conditions in Section 4.4. For the purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if:

     (a) any person, entity or group shall have acquired at least 50% of the voting power of the outstanding voting securities of the Company; or

     (b) a reorganization, merger or consolidation or sale or other disposition, in each case involving all or substantially all of the assets of the Company shall have occurred; or

     (c) a complete liquidation or dissolution of the Company shall have occurred.

          For the avoidance of doubt, no sale, disposition or other transaction involving the WebMD Health Division (or the assets thereof), including, without limitation, a spin-off or split-off, will constitute a Change in Control.

          4.6. Termination by the Executive For Good Reason. Executive’s employment with the Company may be terminated by the Executive for Good Reason on 30 days written notice to the Company, which notice shall detail the specific basis for such termination. The Company shall be given the opportunity to cure the basis for such termination within such 30 day period. For the purpose of this Section of this Agreement, the term “Good Reason” means any of the following: (1) a material breach by the Company of its obligations to the Executive under this Employment Agreement, which, if susceptible to cure, remains uncured, (2) a material demotion of his position with the Company, and (3) if Executive is required by the Company to relocate from his present residence or is required to commute, on a regular basis, to the Company’s headquarters and such headquarters is outside of the New York City metropolitan area. If the Executive terminates his employment under this Section, the Executive shall be entitled to receive the same salary and benefit continuation and continued vesting of the Existing Equity and exercisability of the Existing Stock Options as if his employment had been terminated by the Company without Cause under Section 4.4.

7

          4.7. Liquidated Damages. Executive acknowledges that any payments and benefits under Section 4 resulting from a termination of Executive’s employment with the Company are in lieu of any and all claims that the Executive may have against the Company and the Affiliates (other than benefits under the Company’s employee benefit plans that by their terms survive termination of employment and benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and rights to indemnification under certain indemnification arrangements for officers of the Company), and represent liquidated damages (and not a penalty). The Company may request that the Executive confirm such acknowledgment in writing prior to the receipt of such benefits.

          5. Equity.

          5.1 Option. On October 1, 2004, Executive shall be granted a nonqualified option to purchase 1,500,000 shares of the Company’s common stock under the Company’s 2000 Long Term Incentive Plan (the “New Option”). The per share exercise price shall be the closing price of the Company’s common stock on October 1, 2004 and the New Option shall vest subject to Executive’s continued employment on the applicable vesting dates (except as set forth in Section 4) in annual installments as follows: 17% of the New Option shall vest on October 1, 2005; an additional 18.5% of the New Option shall vest on October 1, 2006; an additional 20% on October 1, 2007; an additional 21.5% of the New Option shall vest on the October 1, 2008; and the remaining 23% of the New Option shall vest on October 1, 2009 (the “Vesting Schedule”). The New Option will have a term of ten years, subject to earlier expiration in the event of termination of employment. Subject to the terms of this Agreement, the New Option shall be evidenced by the Company’s standard form of option agreement. To the extent permitted by Company policy and applicable law, Executive may exercise options by means of a cashless exercise through a broker. For purposes of this Agreement, “Existing Stock Options” shall mean all options granted to Executive prior to the Effective Date and the New Option.

          5.2 Restricted Stock. On October 1, 2004, Executive shall be granted 275,000 shares of Restricted Stock (the “Restricted Shares”) under the terms of the 2000 Long Term Incentive Plan and a restricted stock agreement to be entered into between Executive and the Company (which subject to the terms of this Agreement shall be the standard agreement for executives of the Company). The Restricted Shares shall vest and the restrictions thereon lapse in the same manner applicable to the New Option subject to Executive’s continued employment on the applicable dates, except as set forth in Section 4. For purposes of this Agreement, “Existing Restricted Stock” shall mean the Restricted Shares and the restricted stock previously granted to Executive in March 2004 and “Existing Equity” shall mean, collectively, the Existing Stock Options and Existing Restricted Stock.

          6. Certain Additional Payments By The Company

          6.1 Gross-Up Payment. Anything in this Agreement to the contrary or any termination of this Agreement notwithstanding, in the event it shall be determined that any payment or distribution or benefit received or to be received by Executive pursuant to the terms of this Agreement or any other payment or distribution or benefit made or provided by the Company or any of its Affiliates, to or for the benefit of Executive (whether pursuant to this Agreement or otherwise and determined without regard to any additional payments required

8

under this Section 6) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product of any deductions actually disallowed under Section 68 of the Code solely as a direct result of the inclusion of the Gross-Up Payment in the Executive’s adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

          6.2 Gross-Up Payment Calculation. Subject to the provision of Sections 6.1 and 6.3, all determinations required to be made under this Section 6, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s certified public accounting firm (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive or the Company that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 6, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 6.3 and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

          6.3 Claim by the IRS. Executive shall notify the Company in writing of any claim by the U.S. Internal Revenue Service (the “IRS”) that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which Executive gives such notice to the Company (or such

9

shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

     (i) give the Company any information reasonably requested by the Company relating to such claim;

     (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; and

     (iii) cooperate with the Company in good faith in order effectively to contest such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income and employment tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 6.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive shall agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall, to the extent permitted by law, advance the amount of such payment to Executive, on an interest-free basis and indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income and employment tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or any other taxing authority.

          6.4 Entitlement to Refund. If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 6.3, Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 6.3) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 6.3, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior

10

to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

          7. Notices. Any notice or communication given by either party hereto to the other shall be in writing and personally delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the following addresses:

(a)	if to the Company:
	WebMD Corporation River Drive Center 2 669 River Drive Elmwood Park, New Jersey 07407-1361
	Attention: General Counsel
(b)	if to the Executive at the address specified in the personnel files of the Company.
	With a copy to:
	Mark E. Bokert, Esq. Davis & Gilbert LLP 1740 Broadway New York, NY 10019

Any notice shall be deemed given when actually delivered to such address, or two days after such notice has been mailed or sent by Federal Express, whichever comes earliest. Any person entitled to receive notice may designate in writing, by notice to the other, such other address to which notices to such person shall thereafter be sent.

          8. Miscellaneous.

          8.1. Entire Agreement. This Agreement and the agreements relating to the Existing Equity contain the entire understanding of the parties in respect of their subject matter and supersede upon their effectiveness all other prior agreements and understandings between the parties with respect to such subject matter (including, without limitation, the Original Employment Agreement). To the extent that there is a conflict between this Agreement and the agreements relating to the Existing Equity with respect to vesting or exercisability only, the provisions that are more favorable to the Executive shall prevail.

          8.2. Amendment; Waiver. This Agreement may not be amended, supplemented, canceled or discharged, except by written instrument executed by the party against whom enforcement is sought. No failure to exercise, and no delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof. No waiver of any breach of

11

any provision of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision.

          8.3. Binding Effect; Assignment. The rights and obligations of this Agreement shall bind and inure to the benefit of any successor of the Company by reorganization, merger or consolidation, or any assignee of all or substantially all of the Company’s business and properties. The Company may assign its rights and obligations under this Agreement to any of its Affiliates without the consent of the Executive. Executive’s rights or obligations under this Agreement may not be assigned by Executive, except that the rights specified in Section 4.2 or, in the event of the death of Executive while he is receiving payments and benefits thereunder, Sections 4.4, 4.5 of 4.6 shall pass upon the Executive’s death to Executive’s executor or administrator.

          8.4. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

          8.5. Governing Law; Interpretation. This Agreement shall be construed in accordance with and governed for all purposes by the laws and public policy (other than conflict of laws principles) of the State of New Jersey applicable to contracts executed and to be wholly performed within such State.

          8.6. Further Assurances. Each of the parties agrees to execute, acknowledge, deliver and perform, and cause to be executed, acknowledged, delivered and performed, at any time and from time to time, as the case may be, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary to carry out the provisions or intent of this Agreement.

          8.7. Severability. The parties have carefully reviewed the provisions of this Agreement and agree that they are fair and equitable. However, in light of the possibility of differing interpretations of law and changes in circumstances, the parties agree that if any one or more of the provisions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Agreement shall, to the extent permitted by law, remain in full force and effect and shall in no way be affected, impaired or invalidated. Moreover, if any of the provisions contained in this Agreement is determined by a court of competent jurisdiction to be excessively broad as to duration, activity, geographic application or subject, it shall be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

WEBMD CORPORATION
By: /s/ Charles A. Mele
	Name: Charles A. Mele
	Title: Executive Vice President - General Counsel

EXECUTIVE

/s/ Kevin Cameron
Kevin Cameron
 

12

EX-10.2

Exhibit 10.2

CONFORMED COPY

WebMD Corporation
River Drive, Center 2
669 River Drive
Elmwood Park, NJ 07407-1361

                                                                                                          September 23, 2004

Mr. Tony Holcombe
c/o Envoy Corporation
26 Century Blvd.
Nashville, TN 37214

Dear Tony:

     This letter agreement evidences our mutual agreement and understanding regarding your continued employment with WebMD Corporation (“WebMD”) and its Affiliates (capitalized terms used herein without definition have the meanings ascribed in the Employment Agreement (as defined below)). Effective as of October 1, 2004, and for purposes of the Employment Agreement, (i) you will assume the position of President of WebMD in addition to the position of President of Envoy Corporation, (ii) you will continue to report to the Chief Executive Officer of WebMD Corporation (the “CEO”) and (iii) you will perform such duties and services as are designated from time to time by the CEO and are consistent with your position.

     As of October 1, 2004 your annual base salary will increase to $550,000. In addition, subject to the approval of the Compensation Committee of the Board of Directors, you will be granted the following on October 1, 2004:

     (a) A nonqualified option to purchase 400,000 shares of WebMD common stock under the Company’s 2000 Long Term Incentive Plan (the “New Option”). The per share exercise price shall be the closing price of the Company’s common stock on October 1, 2004 and the New Option shall vest subject to your continued employment on the applicable vesting dates in annual installments as follows: 17% of the New Option shall vest on October 1, 2005; an additional 18.5% of the New Option shall vest on October 1, 2006; an additional 20% of the New Option shall vest on October 1, 2007; an additional 21.5% of the New Option shall vest on October 1, 2008; and the remaining 23% of the New Option shall vest on October 1, 2009. The New Option will have a term of ten years, subject to earlier expiration in the event of termination of employment. Subject to the terms of this letter agreement, the New Option shall be evidenced by the Company’s standard form of option agreement.

     (b) 100,000 shares of Restricted Stock (the “Restricted Shares”) under the terms of the 2000 Long Term Incentive Plan and a restricted stock agreement to be entered into between you and WebMD (which subject to the terms of this letter agreement shall be the standard agreement for executives of the Company). The Restricted Shares shall vest and the restrictions thereon lapse in the same manner applicable to the New Option subject to your continued employment on the applicable dates.

     Except as set forth herein, the Employment Agreement dated as of December 4, 2003 between you and Envoy Corporation (the “Employment Agreement”) remains in full force and effect and is hereby ratified in all respects. All references to the Employment Agreement shall be deemed a reference to the Employment Agreement as amended hereby.

WEBMD CORPORATION
By: /s/ Charles A. Mele
	Name: Charles A. Mele
	Title: Executive Vice President - General Counsel

Accepted and Agreed:

/s/ Tony Holcombe
Tony Holcombe

EX-99.1

Exhibit 99.1

Contacts:
Risa Fisher	Jennifer Meyer
Investor Relations	Media Relations
201-414-2002	212-624-3912
rfisher@webmd.net	jmeyer@webmd.net

Kevin Cameron to Become CEO of WebMD Corporation

Tony Holcombe to Become President of WebMD Corporation

Roger C. Holstein to Become CEO of WebMD Health Business Unit

WebMD Board of Directors Evaluating Transaction Types to Make WebMD Health a Separate
Public Company

ELMWOOD PARK, NJ (September 23, 2004) – At its Annual Meeting of Stockholders today, WebMD Corporation (NASDAQ: HLTH) will be making the following announcements regarding changes in its executive management team.

Kevin Cameron to Become Chief Executive Officer of WebMD Corporation

Effective October 1, 2004, Kevin Cameron will become Chief Executive Officer and a Director of WebMD Corporation. Mr. Cameron has been a key member of the management team since 2000. Most recently, as Special Advisor to the Chairman of WebMD, Mr. Cameron focused on key strategic issues in our business. In 2000 and 2001, as Executive Vice President of Business Development and a Member of the Office of the President, Mr. Cameron was integral to the planning and execution of the Company’s restructuring, leading the majority of the renegotiations with our strategic partners, many of whom are important customers today. Mr. Cameron has spent his entire career specializing in healthcare. Prior to 1999, Mr. Cameron was a Managing Director of the Health Care Group at UBS and also had various positions in Investment Banking at Citigroup. Mr. Cameron stated, “I am delighted to assume this new role at WebMD. While real challenges lie ahead, we have immense opportunity. The healthcare system is poised for change, WebMD has assembled great assets and with the right execution, our growth prospects are substantial.”

Tony G. Holcombe to Become President of WebMD Corporation; Continues in Role as President of WebMD Business Services Operating Unit

Also effective on October 1, 2004, Tony Holcombe will become President of WebMD Corporation. Mr. Holcombe will also continue in his role as President of the WebMD Business Services operating unit. Mr. Holcombe joined WebMD in December 2003 and has been key to the transformation underway in the WebMD Business Services unit. Mr. Holcombe’s impressive 24-year track record in transaction processing and financial services in both public and private companies gives him the leadership skills and experience necessary for success in his newly expanded role at WebMD. Mr. Holcombe said, “It has been an exciting time to lead WebMD Business Services through its transformation. We have made tremendous progress in integrating the recent acquisitions and in increasing levels of customer satisfaction. I am looking forward to expanding on this success across the whole of WebMD in my new role.”

Roger C. Holstein to Become Chief Executive Officer of WebMD Health Operating Unit; Continues as Director of WebMD Corporation

Also effective on October 1, 2004, Roger Holstein, current Chief Executive Officer of WebMD Corporation, will become Chief Executive Officer of the WebMD Health operating unit. Prior to becoming CEO of WebMD Corporation in May 2003, Mr. Holstein was the CEO of the WebMD Health unit and during this time was responsible for defining the strategy, acquiring the assets and assembling the business team and along with WebMD Health President, Wayne Gattinella, has made WebMD Health the leading destination for consumers and physicians seeking health information. Mr. Holstein said, “WebMD Health competes in a fast growing and constantly changing business sector and its business requires a high level of management focus in order to capitalize upon the opportunities unique to its business. It is with great enthusiasm that I return to the role of CEO of WebMD Health where I can spend 100% of my time focused on these exciting opportunities. The Board and I decided that I would focus solely on WebMD Health so that we can maximize its value to shareholders.”

Martin J. Wygod, Chairman of the Board of WebMD Corporation, stated “I am pleased to announce these management changes. Kevin has been instrumental in the transformation of WebMD since 2000. In addition to leading the majority of our most important renegotiations with major business partners, Kevin has also led the acquisition team responsible for redefining the WebMD Business Services operating unit over the past year. Kevin’s depth of knowledge about our businesses and strategic understanding of the healthcare market combined with Tony’s exceptional operating skills will allow us to continue the transformation begun under Roger’s leadership. These changes will enable Roger to focus solely on WebMD Health. With Roger’s background in media, telecommunications and pharmaceutical services, he and Wayne Gattinella, WebMD Health’s President, are a powerful team and the one that is best suited to realizing the potential of the WebMD Health opportunity.”

Board of Directors Evaluating Transaction Types to Make WebMD Health a Separate Public Company

WebMD will also announce today at its Annual Meeting of Stockholders that its Board of Directors is evaluating matters related to the transaction to make the WebMD Health business unit a separate public company. As announced at the time of WebMD’s second quarter earnings release in August 2004, WebMD management has been evaluating the possibility of establishing WebMD Health as a separate publicly-traded company and determining whether consummating such a transaction would provide the most value for existing stockholders over the long term. Management is in the process of reviewing the legal, business, finance, tax and accounting issues applicable to an IPO or split-off transaction. WebMD expects that the initial SEC filing for such a transaction, if any, would follow the filing of WebMD’s audited financial statements for 2004 and that the new public company would continue as a strategic partner of WebMD’s other healthcare information technology businesses, WebMD Business Services and WebMD Practice Services.

Annual Meeting of Stockholders and Third Quarter Earnings Release

WebMD’s directors and management will be present at the Company’s Annual Meeting of Stockholders, which is being held today at 9:30 a.m. ET in Teaneck, New Jersey. The meeting will be broadcast live over the Internet. To listen to the audio webcast, go to http://www.webmd.com (in the About WebMD section) at that time. A replay of the meeting will be available at the same web address.

WebMD intends to release its third quarter results on Thursday, November 4, 2004, and to hold a conference call and audio webcast to discuss those results on that day at 4:45 pm ET. To listen to the webcast, go to http://www.webmd.com (in the About WebMD section) at that time. A replay of the conference call will be available at the same web address.

ABOUT WEBMD

WebMD Corporation provides services that help physicians, consumers, providers and health plans navigate the complexity of the healthcare system. Our products and services streamline administrative and clinical processes, promote efficiency and reduce costs by facilitating information exchange, communication and electronic transactions between healthcare participants.

WebMD Health is a leading provider of online information, educational services and communities for physicians and consumers. WebMD Practice Services is a leading provider of administrative, financial and clinical software and related services to the nation’s medical practices. WebMD Envoy is a leader in payer and healthcare provider transaction processing and reimbursement cycle management services.

Porex is a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications.

*****************************

All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: matters relating to making WebMD Health a separate public company and the timing of any such transaction; projections or measures of future performance of WebMD; the amount and timing of the benefits expected from strategic initiatives and acquisitions or from deployment of new or updated technologies, products, services or applications; the prospects for new applications of porous plastics and other porous media; and other potential sources of additional revenue. These statements are based on WebMD’s current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: our ability to structure and consummate separating WebMD Health as a separate public Company; market acceptance of WebMD’s products and services; operational difficulties relating to combining acquired companies and businesses; WebMD’s ability to form and maintain mutually beneficial relationships with customers and strategic partners; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries, including matters relating to the manner and timing of implementation of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the healthcare industry’s responses; and the ability of WebMD to attract and retain qualified personnel. Further information about these matters can be found in WebMD’s Securities and Exchange Commission filings. WebMD expressly disclaims any intent or obligation to update these forward-looking statements.