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

July 10, 2006

Date of Report (Date of earliest event reported)

EMDEON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-24975	94-3236644
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification 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 LETTER AGREEMENT / ANDREW C. CORBIN

Item 1.01. Entry into a Material Definitive Agreement

     The Registrant and Emdeon Practice Services, Inc., a wholly owned subsidiary of the Registrant, have entered into a Letter Agreement, dated as of July 10, 2006, with Andrew C. Corbin, who currently serves as both Executive Vice President and Chief Financial Officer of the Registrant and as Chief Executive Officer of the Registrant’s Emdeon Practice Services segment (“EPS”). As previously announced, the Registrant is currently evaluating various strategic alternatives for EPS, including the potential divestiture of EPS. The Letter Agreement amends the Employment Agreement, dated September 23, 2003, between Emdeon and Mr. Corbin, which had previously been amended on November 3, 2005. We refer to the Employment Agreement, as amended by the July 10, 2006 Letter Agreement, as the Amended Agreement. We refer to the Employment Agreement, as amended on November 3, 2005, as the Existing Agreement.

     Subject to the terms of the Amended Agreement, Mr. Corbin has agreed that he will remain as both Chief Financial Officer of the Registrant and Chief Executive Officer of EPS through the filing of the Registrant’s Form 10-K for the year ending December 31, 2006 (but not later than March 15, 2007); provided, however, that if the Registrant has hired a successor Chief Financial Officer prior to such date, then Mr. Corbin will no longer be required to serve as Chief Financial Officer of the Registrant. In addition, the Letter Agreement provides as follows:

• During the period that Mr. Corbin is serving as both Chief Financial Officer of the Registrant and Chief Executive Officer of EPS, his target bonus will be 100% of his base salary, with the amount of any such bonus to be determined in the discretion of the Compensation Committee of the Board of Directors of the Registrant. Once Mr. Corbin is no longer serving in both positions, his target bonus will return to 50% of his base salary.

• In the event that a Change of Control of EPS (which is defined as the consummation of a transaction that results in the Registrant ceasing to own 50% of EPS or a sale of all or substantially all of the assets of EPS) occurs prior to January 1, 2007, Mr. Corbin has agreed to be employed, in the event that the Registrant so requests, as the principal executive officer responsible for EPS for the purchaser for a period of one year from the closing date of the transaction. Mr. Corbin will be entitled to the following benefits from the Registrant if he accepts such employment with the purchaser:

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The portion of the option to purchase 600,000 shares of the Registrant’s common stock, at an exercise price of $8.13 per share, granted to Mr. Corbin on his first day of employment with the Registrant that would have vested during the period from the closing date of the Change of Control of EPS through and including October 13, 2007 will be deemed vested on the closing date and will remain exercisable for 90 days, the period specified in the applicable option agreement. As of the date of the Letter Agreement, there are two remaining vestings applicable to this grant: options to purchase 150,000 shares are scheduled to vest on October 13, 2006 and the remaining 150,000 are scheduled to vest on October 13, 2007.

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The portion of the option to purchase 200,000 shares, at an exercise price of $7.84 per share, granted to Mr. Corbin on November 4, 2005 that would have vested during the period from the closing date of the Change of Control of EPS through and including May 1, 2008 will be deemed vested on the closing date and will remain exercisable for three months, the period specified in the applicable option agreement.

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	The first two vesting dates applicable to this grant are: options to purchase 44,000 shares are scheduled to vest on May 1, 2007 and 48,000 shares are scheduled to vest on May 1, 2008.
¾	That portion of the Restricted Stock granted to Mr. Corbin that would have vested on the vesting date following the closing date (or if he remains employed for a transition following the closing date, following the date of termination of his employment with the Registrant) will be deemed vested on the dates on which such portion of Restricted Stock would have vested in accordance with its terms if Mr. Corbin remained in the employ of the Registrant so long as Mr. Corbin remains in the employ of EPS or its successor on the applicable vesting dates; provided, that if his employment is terminated by EPS or its successor after the closing date but prior to such vesting dates without cause, the vesting will be accelerated to the date of termination. The last vesting date applicable to the grant of 37,500 shares of restricted stock in March 2004 is scheduled to vest on March 17, 2007 with respect to the remaining 12,500 shares. The 40,000 shares of restricted stock granted to Mr. Corbin on November 4, 2005 are scheduled to vest on November 4, 2006 with respect to 8,800 shares and on November 4, 2007 with respect to 9,600 shares.
¾	Mr. Corbin’s bonus for the fiscal year ending December 31, 2006 will be $375,000 and will be payable within 10 business days of the closing date of the Change of Control of EPS; and
¾	Mr. Corbin will be eligible for a success bonus in the event of a Change of Control of EPS, the amount of which to be determined in the sole discretion of the Compensation Committee.

• In the event there is a Change of Control of EPS and the Registrant does not request that Mr. Corbin be employed as the principal executive officer responsible for EPS following the closing date, Mr. Corbin would remain as Chief Financial Officer of the Registrant or hold another senior executive officer position with the Registrant.

     In the event of a Change of Control of the Registrant (as defined in the Existing Agreement), the Existing Agreement permitted Mr. Corbin to terminate his employment upon 30 days notice following the 12 month anniversary of the Change of Control of the Registrant and receive certain benefits as described in the Existing Agreement. The Amended Agreement provides for the following additional benefits:

• payment of the Bonus Upon Termination (as defined in the Existing Agreement) for the year in which Mr. Corbin’s employment is terminated payable at such time as executive officer bonuses are paid generally; provided, however; that if Mr. Corbin is serving as both Chief Financial Officer of the Registrant and Chief Executive Officer of EPS at the time of the Change of Control of the Registrant, such payment of the Bonus Upon Termination will be for the year of termination and for an additional two years thereafter, payable at such time as executive officer bonuses are paid generally for such years, provided, further, that if Mr. Corbin is serving in one such role at the time of the Change of Control of the Registrant and he remains employed for two years following the closing date, he may resign and receive the additional 2 years of bonus; and

• in addition, so long as Mr. Corbin does not terminate his employment prior to the 12 month anniversary of the closing date of a Change of Control of the Registrant, (i) the shares of Emdeon restricted stock granted to Mr. Corbin on each of March 17, 2004 and November 4, 2005 and the option to purchase Emdeon common stock granted to Mr. Corbin on November 4, 2005 will be deemed vested on such 12 month anniversary and (ii) the option granted to Mr. Corbin on his first date of employment will continue to vest through October 13, 2007, its last vesting date (in each case, without a requirement that Mr. Corbin terminate his employment to receive such benefit).

     The above summary is qualified in its entirety by reference to the Amended Agreement itself. A copy of the Letter Agreement is attached hereto as Exhibit 10.1 to this Current Report and is incorporated by reference in

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this Item 1.01 in its entirety. In addition, to the extent required by Item 1.01 of Form 8-K, the following are incorporated by reference into this Item 1.01 pursuant to General Instruction B.3 of Form 8-K:

• the description of the Existing Agreement in Item 11 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 (as amended by Amendment No. 1) under the heading “Executive Compensation — Compensation Arrangements with Named Executive Officers — Arrangements with Andrew C. Corbin”;

• the Employment Agreement, a copy of which was filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003; and

• the November 3, 2005 amendment to the Employment Agreement, a copy of which was filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits
	The following exhibits are filed herewith:

10.1 Letter Agreement, dated as of July 10, 2006, between the Registrant, Emdeon Practice Services, Inc. and Andrew C. Corbin

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SIGNATURE

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

	EMDEON CORPORATION
Dated: July 10, 2006	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Letter Agreement, dated as of July 10, 2006, between the Registrant, Emdeon Practice Services, Inc. and Andrew C. Corbin

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EX-10.1

Exhibit 10.1

CONFORMED COPY          

July 10, 2006

Andrew Corbin

Dear Andy:

This letter reflects our mutual understanding regarding your continued employment with Emdeon Corporation (“Emdeon” or the “Company”) and its subsidiaries and amends the Employment Agreement dated September 23, 2003 between Emdeon and you (as previously amended on November 3, 2005, the “Employment Agreement”; capitalized terms used herein without definition have the meanings specified in the Employment Agreement). This letter amendment shall be effective as of the date written at the top of this letter (the “Letter Amendment Effective Date”).

1. Position. (a) You and Emdeon hereby acknowledge and agree that Section 1.2 of the Employment Agreement is amended to provide that you will continue to serve in the dual roles of Chief Financial Officer of Emdeon and Chief Executive Officer of Emdeon Practice Services, Inc. (“EPS”), subject to the terms and conditions of the Employment Agreement, through the filing of Emdeon’s Form 10K for the fiscal year ending December 31, 2006 (which shall be no later than March 15, 2007), unless Emdeon has hired a successor CFO prior to such filing; the parties understand and acknowledge that it is the intention of the Board of Directors of Emdeon to hire a CFO as soon as practicable. You hereby acknowledge that you may not unilaterally resign from one of these positions prior to such filing unless the Company has agreed that you are no longer required to serve in both roles; in the event that you resign from one of such positions without the prior written consent of Emdeon, such a resignation would be treated as a resignation from all positions with the Company and its subsidiaries without Good Reason.

(b) Given that the Company is currently evaluating various strategic alternatives for EPS, including the potential divestiture of EPS, you hereby agree that you will, if requested by Emdeon, serve as the principal executive officer responsible for EPS for the purchaser of EPS approved by the Board of Directors of Emdeon in a Change of Control of EPS (as defined below) for a period of at least one year from the closing date. In the event that you do not accept such offer of employment with the purchaser upon request of Emdeon, Emdeon may determine that you resigned from the employ of Emdeon and its subsidiaries without Good Reason. You further acknowledge that in the event of a

Change of Control of EPS (as defined below) and Emdeon has requested that you continue to be the principal executive officer of EPS or its successor following the closing date, you, Emdeon and the prospective buyer shall cooperate to ensure a smooth transition from your role as Chief Financial Officer of Emdeon until such time as a successor is hired, which may include, without limitation, continuing to serve as Chief Financial Officer through the filing of the next Emdeon 10Q or 10K, as applicable, following the Change of Control of EPS which shall be no later than March 15, 2007. Your commitment to remain employed by the purchaser of EPS in a Change of Control of EPS transaction for one year from the closing date if requested by Emdeon is a material inducement to Emdeon’s entering into this letter amendment.

In the event that you are not requested to continue as the principal executive officer of EPS following a Change of Control of EPS, you will either remain as Chief Financial Officer of Emdeon or hold another senior executive officer position with Emdeon, subject to the terms and conditions of the Employment Agreement.

2. Bonus. If a Change of Control of EPS does not occur prior to January 1, 2007, Emdeon hereby agrees that so long as you are serving in the dual roles described above, your target bonus will be 100% of the Base Salary, the actual amount of which to be determined in the sole discretion of Emdeon’s Compensation Committee. At such time as you are not serving in both roles, your target bonus will be 50% of the Base Salary as provided in the Employment Agreement.

3. Termination without Cause; Good Reason (a) The last sentence of Section 5.4 is hereby amended to read as follows: “In the event that Executive’s employment is terminated by the Company (or the acquiring company) without Cause on or after a Change of Control of Emdeon Corporation, Executive shall be entitled to all of the benefits described in Section 5.6; provided however that Executive shall not be entitled to the bonus payments described in the second proviso of Section 5.6(ii) if such termination occurs prior to the two year anniversary of the closing date of the Change of Control.”

(b) The last sentence of Section 5.5 is hereby amended to read as follows: “In the event that Executive’s employment is terminated by Executive with Good Reason on or after a Change of Control of Emdeon Corporation, Executive shall be entitled to all of the benefits described in Section 5.6; provided however that Executive shall not be entitled to the bonus payments described in the second proviso of Section 5.6(ii) if such termination occurs prior to the two year anniversary of the closing date of the Change of Control; provided further that Executive acknowledges and agrees that in the event of such Change of Control, the acquiring company or the company resulting from the Business Combination (as defined below) may require that Executive transition his responsibilities or otherwise assist in the integration of the companies during the first year following such Change of Control and such requirement shall not constitute Good Reason.”

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4. Change of Control of Emdeon. (a) The second sentence of Section 5.6 is amended in its entirety to read as follows:

“In the event of such a termination by Executive following the 12 month anniversary of a Change of Control of Emdeon, Executive will be entitled to the (i) continuation of the Base Salary, as severance, for a period of three years from the date of termination, (ii) payment of the Bonus Upon Termination (if any) for the year in which Executive’s employment is terminated payable at such time as executive officer bonuses are paid generally; provided, however; that if Executive is serving as both Chief Financial Officer of Emdeon and CEO of EPS at the time of the Change of Control of Emdeon, such payment of the Bonus Upon Termination will be for the year of termination and for an additional two years thereafter, payable at such time as executive officer bonuses are paid generally for such years; provided further that if Executive is serving in one role at the time of a Change of Control of Emdeon, if Executive remains employed with Emdeon (or the acquiring company) for two years following the Change of Control of Emdeon, he will be entitled to resign and such payment of the Bonus Upon Termination will be for the year of termination and for two additional years thereafter, payable at such time as executive officer bonuses are paid generally for such years, and (iii) continued participation in the Welfare Plans as described in Section 5.4(ii) for a period of three years from the date of termination, in each case subject to the provisos and conditions in Section 5.4 . In addition, so long as Executive is in the employ of Emdeon or the acquiring company on the 12 month anniversary of the Change of Control of Emdeon, (i) the Option shall remain outstanding and continue to vest whether or not Executive remains in the employ of the Company until the last vesting date applicable to the Option and (ii) the shares of Emdeon restricted stock granted to Executive on each of March 17, 2004 and November 4, 2005 (collectively, the “Restricted Stock”) and the option to purchase Emdeon common stock granted to Executive on November 4, 2005 (the “2005 Option”) will be deemed vested as of the one year anniversary of the Change of Control (or, if his employment is terminated without Cause by Emdeon or the acquiring company or by the Executive with Good Reason following a Change of Control of Emdeon but prior to the one year anniversary of the Change of Control, on the date of termination) and, the 2005 Option will remain outstanding in accordance with its terms if Executive remains in the employ of Emdeon or the acquiring company or for the post termination exercise period specified in the option agreement if and at such time as his employment may be terminated, in each case subject to the provisos and conditions in Section 5.4.”

(b) All references to Roger C. Holstein contained in the definition of Change of Control of Emdeon contained in Section 5.6 are hereby deleted.

(c) It is hereby agreed that, notwithstanding anything to the contrary contained in the Employment Agreement, in the event that a Change of Control of Emdeon occurs during the period between the signing of an agreement that would constitute a Change of Control of EPS (if consummated) and the closing of such a Change of Control of EPS, the provisions of Section 5.6 regarding the consequences of a Change of Control of Emdeon shall not apply so long as the Change of Control of EPS occurs and Emdeon has requested that you continue to serve as the principal executive officer of EPS following the transaction as contemplated herein.

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5. Change of Control of EPS. A new Section 5.7 is hereby inserted into Section 5 of the Employment Agreement to read as follows (and the section that was previously numbered 5.7 shall be renumbered to be Section 5.8):

     “5.7 Change of Control of EPS. (a) In the event of the occurrence of a Change of Control of EPS (as defined below) on or prior to January 1, 2007 and Executive is requested by Emdeon to continue to serve as the principal executive officer of EPS or its successor for one year following the closing date of the Change of Control of EPS, the Emdeon equity compensation held by Executive outstanding at the Letter Amendment Effective Date and his bonus for the fiscal year ending December 31, 2006 will be treated as follows:

(i)	That portion of the Option that would have vested during the period from the closing date of the Change of Control of EPS through and including October 13, 2007 will be deemed vested on the closing date and will remain exercisable for the 90 day post termination exercise period as specified in the applicable option agreement.
(ii)	That portion of the 2005 Option that would have vested during the period from the closing date of the Change of Control of EPS through and including May 1, 2008 will be deemed vested on the closing date and will remain exercisable for the three month post termination exercise period as specified in the applicable option agreement.
(iii)	That portion of the Restricted Stock that would have vested on the next applicable vesting date following the closing date of the Change of Control of EPS (or, if later, the date of termination of Executive’s employment with Emdeon, if Executive remains in the employ of Emdeon for a transition period following the closing date) will be deemed vested on the dates on which such portion of Restricted Stock would have vested in accordance with its terms if Executive remained in the employ of Emdeon so long as the Executive remains in the employ of EPS or its successor on the applicable vesting dates; provided, that if his employment is terminated by EPS or its successor after the closing date but prior to such vesting dates without cause, the vesting will be accelerated to the date of termination.

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(iv)	Any remaining unvested portion of the Emdeon equity will be forfeited on the closing date in accordance with its terms.
(v)	Executive’s bonus for the fiscal year ending December 31, 2006 will be $375,000 and will be payable within 10 business days of the closing date of the Change of Control of EPS.

(b) In addition, Executive shall be eligible for a bonus to be determined in the sole discretion of the Compensation Committee of Emdeon in the event a Change of Control of EPS occurs prior to January 1, 2007 and Executive is requested by Emdeon to continue to serve as the principal executive officer of EPS or its successor following the closing date.

(c) In the event that Executive does not accept the offer of employment with EPS following the Change of Control of EPS as requested by Emdeon, Emdeon has no obligation under this Section 5.7 and Emdeon may determine that Executive has resigned from Emdeon and its subsidiaries without Good Reason.

(d) A “Change of Control of EPS” means the consummation of a transaction which results in (i) Emdeon ceasing to own 50% of the voting power of EPS or (ii) the sale of all or substantially all of the assets of EPS.

(e) Executive acknowledges that the only compensation and payments payable by Emdeon and its subsidiaries to Executive in the event that a Change of Control of EPS occurs and Executive is requested to continue to serve as the principal executive officer of EPS or its successor following the transaction are as set forth in this Section 5.7 and that this Agreement will be deemed terminated; provided that any obligation that by its terms expressly survive a termination of the Agreement shall survive, including Executive’s obligations contained in Section 6.”

6. Section 409A Amendments. Section 5 of the Employment Agreement is hereby amended by inserting a new Section 5.9 to read as follows: “Any payments (including, without limitation, salary continuation and the payment of insurance premiums) required to be paid to Executive pursuant to Sections 5.2, 5.4, 5.5 or 5.6 of this Agreement during the first six months following the termination of Executive’s employment shall be paid to or on behalf of Executive in a lump sum at the end of such six-month period in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided that such delay in payments will not apply to the extent that guidance issued under Section 409A allow payments to be made when otherwise due without subjecting the Executive to additional taxes under Section 409A.”

Except as set forth herein, the Employment Agreement remains in full force and effect and is hereby ratified in all respects. You hereby acknowledge that nothing contained in this letter amendment constitutes an event of Good Reason for purposes of the Employment Agreement or for any other purpose. All references to the Employment

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Agreement shall be deemed a reference to the Employment Agreement as amended hereby.

We look forward to continuing a mutually rewarding working arrangement.

	EMDEON CORPORATION
	/s/ Kevin M. Cameron
	Name: Kevin M. Cameron
	Title: Chief Executive Officer
	EMDEON PRACTICE SERVICES, INC.
	/s/ Charles A. Mele
	Charles A. Mele Name: Charles A. Mele
Acknowledged and Agreed	Title: Executive Vice President
/s/ Andrew C. Corbin
Andrew Corbin
Dated: July 10, 2006

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