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

December 1, 2008

Date of Report (Date of earliest event reported)

HLTH 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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     The Registrant and Martin J. Wygod have entered into Amendment No. 2, dated as of December 1, 2008 (“Amendment No. 2”), to the Employment Agreement, dated August 3, 2005 (the “Employment Agreement”), between the Registrant and Mr. Wygod. Mr. Wygod currently serves as both Chairman of the Board and Acting Chief Executive Officer of the Registrant and as Chairman of the Board of WebMD Health Corp. (“WHC”), a publicly-traded subsidiary of the Registrant. The Employment Agreement had previously been amended by a letter amendment dated February 1, 2006 (“Amendment No. 1”). We refer to the Employment Agreement, as previously amended by Amendment No. 1, as the “Existing Agreement.” We refer to the Existing Agreement, as amended by Amendment No. 2, as the “Amended Agreement.”

     Amendment No. 2 provides for the following changes to the Existing Agreement:

• The extension of the employment period from August 3, 2010 to December 31, 2012 and providing that the Registrant’s giving a notice of non-renewal constitutes an event of Good Reason for purposes of the Amended Agreement.

• A change to the period in which Mr. Wygod would receive payments equal to his salary in event of a termination of his employment by the Registrant without Cause, a resignation by him for Good Reason or as a result of his death or Disability to a fixed period of three years (the Existing Agreement had provided for a period equal to the longer of the end of the employment period and two years). In addition, Amendment No. 2 provides that (i) bonuses be paid for such three year period, with the amount of each such bonus (the “Applicable Bonus Amount”) to be equal to the average of the annual bonuses received by Mr. Wygod for the three prior years (with any special or supplemental bonuses excluded for purposes of such calculation) and (ii) if the termination occurs after the completion of the fiscal year but before payment of a bonus for such year, he shall be entitled to receive a bonus in an amount equal to the Applicable Bonus Amount for such year. The post-termination exercise period applicable to options would also be three years (unless such termination occurred on or following a Change in Control, in which case the options would remain outstanding through the remainder of the term, which is consistent with the terms of the Existing Agreement).

• An increase in the period that Mr. Wygod is subject to non-compete and non-solicitation provisions from two years to three years.

• In the event that a Change in Control of HLTH occurs, amounts payable under the Amended Agreement will be placed in a rabbi trust.

• In the event of a merger between the Registrant and WHC, Mr. Wygod’s employment will terminate and he will be entitled to receive the payments and benefits under the Amended Agreement. At such time, he will serve as Non-Executive Chairman and will no longer be entitled to receive a salary.

• Amendments in order to bring the Existing Agreement into compliance with the final regulations under Section 409A of the Internal Revenue Code of 1986 (as amended), including limiting the amount of time that he will be required to devote to the Registrant as a consultant in the event of certain terminations of employment so that his termination of employment constitutes a “separation of service” pursuant to Section 409A.

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In addition, on December 1, 2008, the Registrant granted to Mr. Wygod: 480,000 nonqualified options to purchase the Registrant’s common stock; and 240,000 shares of restricted common stock of the Registrant. The per share exercise price of the options granted is equal to $8.49, the closing price of the Registrant’s common stock on December 1, 2008, the date of grant. The grants of the options and the shares of restricted stock both vest in equal annual installments of 25%, commencing on the first anniversary of the date of grant (full vesting on December 1, 2012). The grants are subject to the terms of the Amended Agreement.

     The above summary is qualified in its entirety by reference to the Amended Agreement itself. A copy of Amendment No. 2 is attached hereto as Exhibit 10.1 to this Current Report and is incorporated by reference in this Item 5.02 in its entirety. In addition, to the extent required by Item 5.02 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 the Proxy Statement, filed on November 3, 2008, relating to the 2008 Annual Meeting of Stockholders of the Registrant under the heading “Executive Compensation — Employment Agreements with Named Executive Officers — Martin J. Wygod”;

• the Employment Agreement, a copy of which was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 5, 2005; and

• Amendment No. 1, a copy of which was filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 2, 2006.

Item 9.01. Financial Statements and Exhibits

     (d)   Exhibits

     The following exhibit is filed herewith:

Exhibit
Number	Description
10.1	Amendment No. 2, dated as of December 1, 2008, between the Registrant and Martin J. Wygod

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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.

	HLTH CORPORATION
Dated: December 5, 2008	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number		Description
	10.1	Amendment No. 2, dated as of December 1, 2008, between the Registrant and Martin J. Wygod

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EX-10.1

Exhibit 10.1

CONFORMED COPY

AMENDMENT NO. 2
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Amendment to the Amended and Restated Employment Agreement (this “Amendment”) by and between HLTH Corporation (the “Company”), and Martin J. Wygod (“Executive”) is effective as of December 1, 2008.

     WHEREAS, Executive and the Company (formerly known as Emdeon Corporation and WebMD Corporation) are parties to an Amended and Restated Employment Agreement dated as of August 3, 2005 and amended on February 1, 2006 (the “Employment Agreement”); and

     WHEREAS, Executive and the Company desire to amend the Employment Agreement to, among other things, (i) extend the term thereof to December 31, 2012, (ii) amend the severance provisions contained therein to generally include three years of salary, benefits and bonuses in the event of certain terminations of employment, (iii) extend the noncompete period to three years from the date of termination, and (iv) to comply with final regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended.

     NOW, THEREFORE, in consideration of the mutual covenants in this Agreement, the parties agree that the Employment Agreement is amended as set forth below:

1.	The first sentence of Section 3 is hereby amended by deleting the words “the fifth anniversary thereof” and replacing it with “December 31, 2012”.
2.	Section 4 is amended by adding a new subsection (f) to read as follows:

“(f) In the event of a transaction that does not constitute a Company Change in Control but in which HLTH and WebMD Health merge or otherwise combine and Executive remains as Chairman following the consummation of such transaction, the Company will terminate Executive’s employment (which will be a separation of service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”))) at such time and he will be entitled to receive the payments specified in Section 5.3(a)(i), (ii) and (iii) below, subject to Section 5.8. In his role as non-Executive Chairman, Executive would not be entitled to receive a salary. During the period in which Executive is serving as non-Executive Chairman, his equity compensation will remain outstanding as if he was an

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employee Chairman under this Agreement and the provisions of Section 4 and 5 will continue to apply to such equity.”

3. Section 5.2 is amended in its entirety to read as follows:

     “5.2 Death and Disability. The Employment Period may be deemed terminated by the Company upon the death of Executive or Executive becoming Disabled (as defined below), and the Company shall have the same obligations to Executive or Executive’s estate as if Executive’s employment had been terminated without Cause by the Company (without requiring the Executive to perform the consulting services described in Section 5.3). For purposes of this Agreement, Executive shall be “Disabled” if Executive becomes ill or injured (including as a result of mental illness) so as to be unable to substantially perform the duties of his position as determined by a physician selected by Executive and reasonably acceptable to the Company. The timing of payments and benefits under this Section 5.2 is subject to Section 5.8 below.”

4. Section 5.3(a) is amended in its entirety to read as follows:

     “(a) The Employment Period may be terminated at any time by the Company without Cause. If the Company terminates the Employment Period without Cause, the Company shall engage Executive as a consultant to the Company and Executive will be reasonably available to assist and cooperate with the Company for a period (the “Consulting Period”) commencing on the date of termination and ending on the third anniversary of the date of termination; provided, however, that, during the Consulting Period, Executive shall not be required to perform services at a level that is more than 20% of the level of services that Executive performed for the Company during the thirty-six month period preceding his termination of employment (and such requirement to provide consulting services shall end upon the Executive becoming Disabled or his death). The Company shall have the following obligations to Executive during the Consulting Period:

(i) a continuation of his base salary (at the greater of the following rates: the rate in effect at the time of such termination or the rate in effect on December 1, 2008) for the Consulting Period, payable in accordance with the second sentence of Section 2.1, but subject to Section 5.8,

(ii) (A) If the termination of Executive’s employment occurs after the completion of the Company’s fiscal year, but prior to the payment of a bonus for that year, Executive shall be entitled to receive a bonus at such time as bonuses are paid generally to executive officers for such year (but in no event later than December 31 of the year in which the Executive’s

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employment terminates) in an amount equal to the average of the last three annual bonus payments made to Executive (the “Applicable Bonus Amount”) (for the sake of clarity, the Applicable Bonus Amount shall exclude any special or supplemental bonuses); (B) payment by the Company to Executive of a bonus for the fiscal year in which the termination of employment occurs payable at such time as bonuses are paid generally to executive officers for such year, but no later than December 31 of the year following the year in which Executive’s employment terminates the amount of which to be the Applicable Bonus Amount and (C) payment by the Company to Executive of a bonus for each of the two years following the fiscal year in which the termination of employment occurs payable at such time as bonuses are paid generally to executive officers for such years, but, in each case, in no event later than December 31 of the year following the year to which such bonus relates, the amount of each bonus being equal to the Applicable Bonus Amount;

(iii) a continuation of the health, medical, dental, vision and life (including supplemental life) insurance benefits in which Executive was participating on the date of termination (a “Welfare Plan”) throughout the Consulting Period; and

(iv) all of the Outstanding Equity shall be fully vested and exercisable (or equivalent feature of another form of equity compensation) as of the date on which the Employment Period terminates, and shall remain exercisable (or equivalent) as if Executive remained in the employ of the Company during the Consulting Period (or longer if such plan or agreement expressly provides) or, if applicable, as set forth in Section 4(a) or 4(c);

provided, however, that the continuation of such salary, welfare benefits and option exercisability (or equivalent) shall end on the occurrence of any circumstance or event that would constitute Cause, including, without limitation, a material breach of the covenants contained in Section 6 below; and provided further, however, that Executive’s eligibility to continue to participate in the Welfare Plans identified above shall cease at such time as Executive is offered comparable coverage with a subsequent employer. With respect to any continuation of Executive’s insurance coverage under this Section 5.3, the Company may require Executive to elect “COBRA,” and, in such case, the Company will, subject to the proviso to the sentence above, 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. 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. Anything to the contrary herein notwithstanding in this Section 5.3, the

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Company shall have no obligation to continue to maintain any Welfare Plan solely as a result of the provisions of this Agreement. The timing of payments under this Section 5.3 is subject to Section 5.8 below.”

5. Section 5.3(b) is hereby deleted and Section 5.3(c) is renumbered as section 5.3(b).

6. Section 5.4 is hereby amended by:

(A) adding the following at the end of the definition of “Good Reason” in Section 5.4(b): “or (v) the Company providing a notice of nonrenewal of the Employment Period pursuant to Section 3”; and

(B) inserting a new subsection (c) to read as follows:

“(c) If the Executive resigns for Good Reason or his employment is terminated by the Company as a result of a Company Change in Control, an amount equal to the aggregate amount of all of the cash payments to be made pursuant to this Agreement to Executive will be placed in a “rabbi” trust with the trustee to be acceptable to the Executive and pursuant to a standard “rabbi” trust agreement acceptable to the Executive, the costs of which to be paid by the Company and the payments will be timely made from such trust, provided that the payments will not be placed into a rabbi trust if it would result in the imposition of additional taxes under Section 409A of the Code.”

7. The last sentence of Section 5.6 is hereby deleted.

8. A new Section 5.8 is added to read as follows:

     “5.8 Potential Delay of Payment. Notwithstanding the foregoing or any other provisions of this Agreement, any payment under this Agreement of the benefits described in Sections 5.2, 5.3 or 5.4 above (including the provision of welfare benefits) that the Company reasonably determines is subject to Section 409A(a)(2)(B)(i) of the Code shall not be paid or payment commenced until the later of (i) six months after the date of Executive’s termination of employment or Executive’s death and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the earliest date on which such payments can be made or commenced without violating the requirements of Section 409A(a)(2)(B)(i) of the Code, Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence. If the amount of the employer portion of any premiums for any Welfare Plan are delayed as a result of

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this Section 5.8, Executive shall pay such premiums until the earliest date at which the Company may pay the premiums without violating the requirements of Section 409A(a)(2)(B)(i) of the Code and, on such date, the Company shall reimburse Executive for all of such premiums paid by Executive.”

9.	The second sentence of Section 6(a) is amended by deleting “second (2nd)” and replacing it with “third (3rd) and deleting the parenthetical “(not the termination of the Consulting Period)”. In addition, Section 6(c) shall not be construed to prohibit Executive from soliciting the services of the Company’s tax personnel in a manner consistent with past practice.
10.	Section 7 is amended by adding a new Section 7(v) to read as follows:

     “(v) Time for Gross-Up Payment. Notwithstanding anything contained herein to the contrary, the Company shall pay to Executive any Gross-Up Payments hereunder no later than sixty days following the date that Executive pays the corresponding tax.”

11. Section 9.9 is amended in its entirety to read as follows:

     “9.9 Legal Fees. In the event that Executive prevails in a legal proceeding (including a mediation, arbitration or other form of dispute resolution) with the Company with respect to the enforcement of the terms of this Agreement, the Company shall pay Executive’s reasonable legal fees and costs. The Company shall either pay the fees and costs directly or reimburse Executive for such fees and costs. The amount of fees and costs provided under this Section 9.9 in one year may not affect the fees and costs provided under this Section 9.9 in any other year. Executive’s right to the fees and costs under this Section 9.9 shall not be subject to liquidation or exchange for another benefit. To the extent the Company provides such legal fees and costs through reimbursement of amounts paid by Executive, then (a) the Company’s obligation to reimburse Executive for such legal fees and costs is conditioned upon Executive’s submission of a written expense report for reimbursement at least sixty days prior to December 31 of the year following the year in which Executive incurred the legal fees or costs and (b) if that condition is satisfied, the Company shall pay to Executive the amount of such legal fees and costs no later than the earlier of (i) sixty days following the date Executive submits the written expense report for reimbursement or (ii) December 31 of year following the year in which Executive incurred the legal fees or costs.”

12. A new Section 9.10 is added to read as follows:

     “9.10 Section 409A Savings Clause. It is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the

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Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Executive to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Executive. Notwithstanding the foregoing, the Company makes no representation or warranty and shall have no liability to you or any other person if any of the provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A, but that do not satisfy an exemption from, or the conditions of that section.

13. A new Section 9.11 is added to read as follows:

     “9.11 Separation from Service. For purposes of this Agreement, all references to Executive’s termination of employment shall mean his “separation from service” as defined under Treasury Regulations Section 1.409A-1(h) without regard to the optional alternative definitions thereunder.”

14. Executive hereby acknowledges that no longer serving as Acting CEO of HLTH shall not constitute an event of Good Reason for purposes of the Employment Agreement or any other purpose.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of December 1, 2008.

HLTH CORPORATION
By:	/s/ Charles A. Mele
	Name:	Charles A. Mele
	Title:	Executive Vice President
	/s/ Martin J. Wygod
	MARTIN J. WYGOD

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