10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K/A

Amendment No. 1 to

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2008
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission file number: 0-24975

HLTH Corporation

(Exact name of registrant as specified in its charter)

Delaware	94-3236644
(State of incorporation)	(I.R.S. employer identification no.)
669 River Drive, Center 2	07407-1361
Elmwood Park, New Jersey	(Zip code)
(Address of principal executive office)

(201) 703-3400

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	The Nasdaq Stock Market LLC (Global Select Market)

Securities registered pursuant to Section 12(g) of the Act:
Not Applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes o     No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o     No þ

As of June 30, 2008, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately $1,971,181,000 (based on the closing price of $11.32 per share on that date, as reported on the Nasdaq Global Select Market and, for purposes of this computation only, the assumption that all of the registrant’s directors and executive officers are affiliates).

As of February 20, 2009, there were 102,994,349 shares of HLTH Common Stock outstanding (including unvested shares of restricted HLTH Common Stock).

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

PART III
	Item 10. Directors, Executive Officers and Corporate Governance
	Item 11. Executive Compensation
Summary Compensation Table
Grants of Plan-Based Awards in 2008
Outstanding Equity Awards at End of 2008
Option Exercises and Stock Vested in 2008
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	Item 13. Certain Relationships and Related Transactions, and Director Independence
	Item 14. Principal Accountant Fees and Services
EX-10.60
EX-10.61
EX-10.62
EX-10.63
EX-10.64
EX-14.1
EX-31.1
EX-31.2

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The charts below list our directors and executive officers and are followed by biographic information about them and a description of certain corporate governance matters.

Directors

Name	Age		Positions
Mark J. Adler, M.D.(3)(4)		52	Director; Chairman of the Compensation Committee
Paul A. Brooke(1)(2)(5)(6)		63	Director
Kevin M. Cameron		42	Director
Neil F. Dimick(4)(5)		59	Director; Chairman of the Nominating Committee; Chairman of the Governance & Compliance Committee
James V. Manning(1)(2)(4)		62	Director; Chairman of the Audit Committee
Herman Sarkowsky(3)(5)(6)		83	Director
Joseph E. Smith(1)(2)(3)(6)		70	Director
Martin J. Wygod(1)		69	Chairman of the Board; Acting Chief Executive Officer

(1)	Member of the Executive Committee
(2)	Member of the Audit Committee
(3)	Member of the Compensation Committee
(4)	Member of the Governance & Compliance Committee
(5)	Member of the Nominating Committee
(6)	Member of the Related Parties Committee

For a description of each of the standing committees of the Board of Directors and other corporate governance matters, see “Corporate Governance” below. Dr. Adler and Messrs. Dimick, Manning and Wygod are also members of the Board of Directors of WebMD Health Corp., our publicly traded subsidiary, which we sometimes refer to in this Annual Report as WHC. As of April 15, 2009, HLTH, through its ownership of WHC Class B Common Stock owned approximately 83.4% of the total outstanding common stock of WHC and approximately 95.9% of the combined voting power of WHC’s outstanding common stock.

Executive Officers

Name	Age		Positions
Martin J. Wygod		69	Chairman of the Board and Acting Chief Executive Officer
Mark D. Funston		49	Executive Vice President and Chief Financial Officer
Wayne T. Gattinella		57	CEO and President of WebMD
Charles A. Mele		52	Executive Vice President, General Counsel and Secretary
William G. Midgette		53	CEO and President of Porex

Mark J. Adler, M.D., has been a director of our company since September 2000. Since September 2005, he has also served as a member of the Board of Directors of our WebMD Health Corp. subsidiary. Dr. Adler is an oncologist and has, for more than five years, been CEO and Medical Director of the San Diego Cancer

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Center and a director of the San Diego Cancer Research Institute. Until April 2006, he had also been, for more than five years, the Chief Executive Officer of the Internal Medicine and Oncology Group of Medical Group of North County, which is based in San Diego, California, and he continues to be a member of that Medical Group.

Paul A. Brooke has been a director of our company since November 2000. Mr. Brooke has been Chairman of the Board of Alsius Corporation, a medical device company, since June 2007 and was Chairman and Chief Executive Officer of a predecessor company from 2005 to June 2007. Mr. Brooke has been the Managing Member of PMSV Holdings LLC, a private investment firm, since 1993. Mr. Brooke has also been a Senior Advisor to Morgan Stanley since April 2000. From 1997 through 2006, Mr. Brooke was a Venture Partner of MPM Capital, a venture capital firm specializing in the healthcare industry. From 1983 until April 1999, Mr. Brooke was a Managing Director and the Global Head of Healthcare Research and Strategy at Morgan Stanley. From April 1999 until May 2000, he was a Managing Director at Tiger Management LLC. He serves as a member of the Boards of Directors of the following other public companies: Incyte Corporation, a drug discovery company; and Viropharma Incorporated, a pharmaceutical company.

Kevin M. Cameron has served as a director of our company since October 2004. He also served as Chief Executive Officer of our company from October 2004 until February 2008, when he went on medical leave. From November 2005 until November 2006, Mr. Cameron also served as Acting CEO of Emdeon Business Services, which was then one of our segments. From January 2002 until October 2004, Mr. Cameron was Special Advisor to the Chairman of our company. From September 2000 to January 2002, he served as Executive Vice President, Business Development of our company and, in addition, from September 2001 through January 2002, was a member of the Office of the President. From April 2000 until its merger with our company in September 2000, Mr. Cameron served as Executive Vice President, Business Development of a predecessor to HLTH. 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.

Neil F. Dimick has been a director of our company since December 2002. Since September 2005, he has also served as a member of the Board of Directors of our WebMD Health Corp. subsidiary. Mr. Dimick served as Executive Vice President and Chief Financial Officer of AmerisourceBergen Corporation, a wholesale distributor of pharmaceuticals, from 2001 to 2002 and as Senior Executive Vice President and Chief Financial Officer and as a director of Bergen Brunswig Corporation, a wholesale distributor of pharmaceuticals, for more than five years prior to its merger in 2001 with AmeriSource Health Corporation to form AmerisourceBergen. He also serves as a member of the Boards of Directors of the following companies: Alliance Imaging Inc., a provider of outsourced diagnostic imaging services to hospitals and other healthcare companies; Global Resources Professionals, an international professional services firm that provides outsourced services to companies on a project basis; Mylan Laboratories, Inc., a pharmaceutical manufacturer; and Thoratec Corporation, a developer of products to treat cardiovascular disease.

Mark D. Funston has served as Executive Vice President and Chief Financial Officer of our company since November 2006 and of our WebMD Health Corp. subsidiary since August 2007. Prior to joining HLTH, Mr. Funston was Interim Chief Financial Officer of Digital Harbor, Inc., a privately held software company, from November 2005. Prior to that, Mr. Funston served as Chief Financial Officer of Group 1 Software, Inc., a publicly traded software company, from 1996 until its acquisition by Pitney Bowes in 2004. From 1989 to 1996, Mr. Funston was Chief Financial Officer of COMSAT RSI, Inc. (formerly Radiation Systems, Inc.), a publicly traded telecommunications manufacturing company acquired by COMSAT Corporation in 1994.

Wayne T. Gattinella has served, since 2005, as Chief Executive Officer and President of our WebMD Health Corp. subsidiary and as a member of its Board of Directors. Prior to that, he served as President of our WebMD segment from the time he joined HLTH in 2001. From 2000 to 2001, Mr. Gattinella was Executive Vice President and Chief Marketing Officer for People PC, an Internet services provider. Mr. Gattinella had previously held senior management positions with Merck-Medco (now Medco Health Solutions) and MCI Telecommunications. Mr. Gattinella currently serves on Drexel University’s LeBow College of Business Advisory Board.

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James V. Manning has been a director of our company since September 2000 and, prior to that, was a member of a predecessor company’s Board of Directors for more than five years. Since September 2005, he has also served as a member of the Board of Directors of our WebMD Health Corp. subsidiary.

Charles A. Mele has been Executive Vice President, General Counsel and Secretary of our company since January 2001 and has served in senior executive positions for our company and predecessor companies since 1995.

William G. Midgette has been Chief Executive Officer and President of Porex since August 2002. For more than five years prior to that, Mr. Midgette served in senior management positions at C. R. Bard, Inc., a healthcare products company, the last of which was President, Bard International.

Herman Sarkowsky has been a director of our company since November 2000 and, prior to that, was a member of a predecessor company’s Board of Directors for more than five years. Mr. Sarkowsky has been President of Sarkowsky Investment Corporation, a private investment company, for more than five years.

Joseph E. Smith has been a director of our company since September 2000. Mr. Smith served in various positions with Warner-Lambert Company, a pharmaceutical company, from March 1989 to September 1997, the last of which was Corporate Executive Vice President and a member of the Office of the Chairman and the firm’s Management Committee. Mr. Smith serves on the Board of Directors of Par Pharmaceutical Companies, Inc., a manufacturer and distributor of generic and branded pharmaceuticals, and on the Board of Trustees of the International Longevity Center, a non-profit organization.

Martin J. Wygod has served as Acting Chief Executive Officer of our company since February 2008, as Chairman of the Board of Directors of our company since March 2001, and as a director since September 2000. Since May 2005, he has also served as Chairman of the Board of our WebMD Health Corp. subsidiary. From October 2000 until May 2003, Mr. Wygod also served as our Chief Executive Officer. From September 2000 until October 2000, Mr. Wygod served as Co-Chief Executive Officer of our company. Mr. Wygod is also engaged in the business of racing, boarding and breeding thoroughbred horses, and is President of River Edge Farm, Inc.

No family relationship exists among any of our directors or executive officers. No arrangement or understanding exists between any director or executive officer of HLTH and any other person pursuant to which any of them were selected as a director or executive officer.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership of these securities with the SEC. Officers, directors and greater than ten percent beneficial owners are required by applicable regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of the forms furnished to us during or with respect to our most recent fiscal year, all of our directors and officers subject to the reporting requirements and each beneficial owner of more than ten percent of our Common Stock satisfied all applicable filing requirements under Section 16(a).

Corporate Governance

Board of Directors.  Our Board of Directors has eight members. Two of the members are also employees of HLTH: Mr. Cameron, who served as our Chief Executive Officer and is currently on medical leave; and Mr. Wygod, Chairman of the Board and Acting Chief Executive Officer. Six of the members are non-employee directors: Dr. Adler and Messrs. Brooke, Dimick, Manning, Sarkowsky and Smith. The Governance & Compliance Committee of our Board of Directors has determined that each of the non-employee directors is also an independent director under applicable SEC rules and Nasdaq Global Select Market listing standards. See “Director Independence” in Item 13 below. The non-employee directors meet regularly in private sessions with the Chairman of the Board and also meet regularly without any employee

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directors or other HLTH employees present. For information regarding the compensation of our non-employee directors, see “Non-Employee Director Compensation” below.

Our Board of Directors is divided into three classes, two of which currently have three directors and one of which currently has two directors. At each Annual Meeting, the term of one of the classes of directors expires and HLTH stockholders vote to elect nominees for the directorships in that class for a new three-year term. The terms of Messrs. Brooke, Manning and Wygod will expire at our Annual Meeting in 2009; the terms of Dr. Adler and Messrs. Sarkowsky and Cameron will expire at our Annual Meeting of Stockholders in 2010; and the terms of Messrs. Dimick and Smith will expire at our Annual Meeting in 2011.

Our Board of Directors met 14 times during 2008. During 2008, each of our directors attended 75% or more of the meetings held by our Board and the Board committees on which he served. In addition to meetings, our Board and its committees reviewed and acted upon matters by unanimous written consent. HLTH’s Board of Directors encourages its members to attend our Annual Meetings of Stockholders. Three of our directors attended our 2008 Annual Meeting. All but two of our directors attended our 2007 Annual Meeting.

Our Board of Directors currently has six standing committees: an Executive Committee, a Compensation Committee, an Audit Committee, a Governance & Compliance Committee, a Nominating Committee, and a Related Parties Committee. The Compensation Committee, the Audit Committee, the Governance & Compliance Committee, the Nominating Committee and the Related Parties Committee each has the authority to retain such outside advisors as it may determine to be appropriate.

Communications with Our Directors.  Our Board of Directors encourages our security holders to communicate in writing to our directors. Security holders may send written communications to our Board of Directors or to specified individual directors by sending such communications care of the Corporate Secretary’s Office, HLTH Corporation, 669 River Drive, Center 2, Elmwood Park, New Jersey 07407-1361. Such communications will be reviewed by our Legal Department and, depending on the content, will be:

•  forwarded to the addressees or distributed at the next scheduled Board meeting; or

•  if they relate to financial or accounting matters, forwarded to the Audit Committee or discussed at the next scheduled Audit Committee meeting; or

•  if they relate to the recommendation of the nomination of an individual, forwarded to the Nominating Committee or discussed at the next scheduled Nominating Committee meeting; or

•  if they relate to the operations of HLTH, forwarded to the appropriate officers of HLTH, and the response or other handling reported to the Board at the next scheduled Board meeting.

Committees of the Board of Directors.  This section describes the roles of the Committees of our Board in the corporate governance of our company. With respect to certain committees, including the Audit Committee, the Compensation Committee and the Nominating Committee, a portion of their responsibilities are specified by SEC rules and Nasdaq listing standards. These Committees work with their counterparts at WHC where their responsibilities overlap or where they otherwise believe it is appropriate to do so. To assist in that coordination of responsibilities, the Chairpersons of our Audit Committee, Compensation Committee, Governance & Compliance Committee and Nominating Committee are the same persons who hold those positions on those committees of the WHC Board.

Executive Committee.  The Executive Committee, which met once during 2008, is currently comprised of Messrs. Brooke, Manning, Smith and Wygod. Mr. Cameron was also a member of the Executive Committee until February 2008. The Executive Committee has the power to exercise, to the fullest extent permitted by law, the powers of the entire Board.

Audit Committee.  The Audit Committee, which met 10 times during 2008, is currently comprised of Messrs. Brooke, Manning and Smith; Mr. Manning is its Chairman. Each of the members of the Audit Committee meets the standards of independence applicable to audit committee members under applicable SEC rules and Nasdaq Global Select Market listing standards and is financially literate, as required under

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applicable Nasdaq Global Select Market listing standards. In addition, the Board of Directors of HLTH has determined that Mr. Manning qualifies as an “audit committee financial expert,” as that term is used in applicable SEC regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002, based on his training and experience as a certified public accountant, including as a partner of a major accounting firm, and based on his service as a senior executive and chief financial officer of public companies. The Audit Committee is responsible for, among other things:

•  retaining and overseeing the registered public accounting firm that serves as our independent auditor and evaluating their performance and independence;

•  reviewing our annual audit plan with HLTH’s management and registered public accounting firm;

•  pre-approving any permitted non-audit services provided by our registered public accounting firm;

•  approving the fees to be paid to our registered public accounting firm;

•  reviewing the adequacy and effectiveness of our internal controls with HLTH’s management, internal auditors and registered public accounting firm;

•  reviewing and discussing the annual audited financial statements and the interim unaudited financial statements with HLTH’s management and registered public accounting firm;

•  approving our internal audit plan and reviewing reports of our internal auditors;

•  determining whether to approve related party transactions (other than transactions with WHC, approval of which has been delegated to the Related Parties Committee, as described below); and

•  overseeing the administration of HLTH’s Code of Business Conduct.

The Audit Committee operates under a written charter adopted by the Board of Directors, which sets forth the responsibilities and powers delegated by the Board to the Audit Committee. A copy of that Charter, as amended through July 26, 2007, was included as Annex A to the Proxy Statement for our 2007 Annual Meeting.

Compensation Committee.  The Compensation Committee, which met seven times during 2008, is currently comprised of Dr. Adler and Messrs. Sarkowsky and Smith; Dr. Adler is its Chairman. Each of these directors is a non-employee director within the meaning of the rules promulgated under Section 16 of the Securities Exchange Act, an outside director within the meaning of Section 162(m) of the Internal Revenue Code and an independent director under applicable Nasdaq Global Select Market listing standards. The responsibilities delegated by the Board to the Compensation Committee include:

•  oversight of our executive compensation program and our incentive and equity compensation plans;

•  determination of compensation levels for and grants of incentive and equity-based awards to our executive officers and the terms of any employment agreements with them;

•  determination of compensation levels for non-employee directors; and

•  review of and making recommendations regarding other matters relating to our compensation practices.

The Compensation Committee operates under a written charter adopted by the Board of Directors, which sets forth the responsibilities and powers delegated by the Board to the Compensation Committee. A copy of that Charter, as amended through July 26, 2007, was included as Annex B to the Proxy Statement for our 2007 Annual Meeting. For additional information regarding our Compensation Committee and its oversight of executive compensation, see “Executive Compensation — Compensation Discussion and Analysis” in Item 11 below.

Nominating Committee.  The Nominating Committee, which met once during 2008, is currently comprised of Messrs. Brooke, Dimick and Sarkowsky; Mr. Dimick is its Chairman. Each of these directors is

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an independent director under applicable Nasdaq Global Select Market listing standards. The responsibilities delegated by the Board to the Nominating Committee include:

•  identifying individuals qualified to become Board members;

•  recommending to the Board the director nominees for each Annual Meeting of Stockholders; and

•  recommending to the Board candidates for filling vacancies that may occur between Annual Meetings.

The Nominating Committee operates pursuant to a written charter adopted by the Board of Directors, which sets forth the responsibilities and powers delegated by the Board to the Nominating Committee. A copy of that Charter, as amended through July 26, 2007, was included as Annex C to the Proxy Statement for our 2007 Annual Meeting. The Nominating Committee has not adopted specific objective requirements for service on the HLTH Board. Instead, the Nominating Committee considers various factors in determining whether to recommend to the Board potential new Board members, or the continued service of existing members, including:

•  the amount and type of the potential nominee’s managerial and policy-making experience in complex organizations and whether any such experience is particularly relevant to HLTH;

•  any specialized skills or experience that the potential nominee has and whether such skills or experience are particularly relevant to HLTH;

•  in the case of non-employee directors, whether the potential nominee has sufficient time to devote to service on the HLTH Board and the nature of any conflicts of interest or potential conflicts of interest arising from the nominee’s existing relationships;

•  in the case of non-employee directors, whether the nominee would be an independent director and would be considered a “financial expert” or to have “financial sophistication” under applicable SEC rules and the listing standards of The Nasdaq Global Select Market;

•  in the case of potential new members, whether the nominee assists in achieving a mix of Board members that represents a diversity of background and experience, including with respect to age, gender, race, areas of expertise and skills; and

•  in the case of existing members, the nominee’s contributions as a member of the Board during his or her prior service.

The Nominating Committee will consider candidates recommended by stockholders in the same manner as described above. Any such recommendation should be sent in writing to the Nominating Committee, care of Secretary, HLTH Corporation, 669 River Drive, Center 2, Elmwood Park, New Jersey 07407-1361. To facilitate consideration by the Nominating Committee, the recommendation should be accompanied by a full statement of the qualifications of the recommended nominee, the consent of the recommended nominee to serve as a director of HLTH if nominated and to be identified in HLTH’s proxy materials and the consent of the recommending stockholder to be named in HLTH’s proxy materials. The recommendation and related materials will be provided to the Nominating Committee for consideration at its next regular meeting.

Governance & Compliance Committee.  The Governance & Compliance Committee is currently comprised of Dr. Adler and Messrs. Dimick and Manning; Mr. Dimick is its Chairman. The Governance & Compliance Committee met three times in 2008. The responsibilities delegated by the Board to the Governance & Compliance Committee include:

•  evaluating and making recommendations to the Board regarding matters relating to the governance of HLTH;

•  assisting the Board in coordinating the activities of the Board’s other standing committees, including with respect to HLTH’s compliance programs and providing additional oversight of those compliance programs; and

•  providing oversight of senior executive recruitment and management development.

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As part of its responsibilities relating to corporate governance, the Governance & Compliance Committee evaluates and makes recommendations to the Board regarding any proposal for which a stockholder has provided required notice that such stockholder intends to make at an Annual Meeting of Stockholders, including recommendations regarding the Board’s response and regarding whether to include such proposal in HLTH’s proxy statement.

The Governance & Compliance Committee operates pursuant to a written charter adopted by the Board of Directors. A copy of that Charter, as amended through July 26, 2007, was included as Annex D to the Proxy Statement for our 2007 Annual Meeting. Pursuant to that Charter, the membership of the Governance & Compliance Committee consists of the Chairpersons of the Nominating, Audit and Compensation Committees and the Chairperson of the Nominating Committee serves as the Chairperson of the Governance & Compliance Committee, unless otherwise determined by the Governance & Compliance Committee.

Related Parties Committee.  The Related Parties Committee is currently comprised of Messrs. Brooke, Sarkowsky and Smith. Each of the members of the Related Parties Committee is an independent director and none of its members serves as a director of WHC. The Related Parties Committee met once during 2008. The responsibilities delegated by the Board to the Related Parties Committee include:

•  oversight of transactions between HLTH and WHC; and

•  oversight of other matters in which the interests of HLTH and WHC conflict or may potentially conflict.

Other Committees.  From time to time, our Board of Directors forms additional committees to make specific determinations or to provide oversight of specific matters or initiatives. For example:

•  Special Committee.  Messrs. Brooke, Manning, Sarkowsky and Smith and Dr. Adler are members of a special committee of the Board to oversee matters relating to the investigations described in “Legal Proceedings — Investigations by United States Attorney for the District of South Carolina and the SEC” in Note 14 to the Consolidated Financial Statements included in this Annual Report; and

•  Stock Repurchase Committee.  Messrs. Wygod, Manning and Smith are members of a committee of the Board authorized to make determinations relating to repurchases of HLTH Common Stock.

Code of Conduct

A copy of the joint HLTH and WHC Code of Business Conduct, as amended, is filed as Exhibit 14.1 to this Annual Report. The Code of Business Conduct applies to all directors and employees of HLTH and its subsidiaries. Any waiver of applicable requirements in the Code of Business Conduct that is granted to any of our directors, to our principal executive officer, to any of our senior financial officers (including our principal financial officer, principal accounting officer or controller) or to any other person who is an executive officer of HLTH requires the approval of the Audit Committee and waivers will be disclosed on our corporate Web site, www.hlth.com in the “Investor Relations” section, or in a Current Report on Form 8-K.

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Non-Employee Director Compensation

Introduction.  This section of our Annual Report describes the compensation paid by HLTH during 2008 to the members of our Board of Directors who are not also HLTH or WHC employees. We refer to these individuals as Non-Employee Directors. The Compensation Committee of the HLTH Board is authorized to determine the compensation of the Non-Employee Directors. As described below, only two types of compensation were paid by HLTH to Non-Employee Directors in 2008 for their Board and Board Committee service: (1) cash and (2) grants of non-qualified options to purchase HLTH Common Stock. None of the Non-Employee Directors received any other compensation from HLTH during 2008 and none of them provided any services to HLTH during 2008, except their service as a director. HLTH does not offer any deferred compensation plans or retirement plans to its Non-Employee Directors.

2008 Director Compensation Table.  This table provides information regarding the value of the compensation of the Non-Employee Directors for 2008, as calculated in accordance with applicable SEC regulations. This table should be read together with the additional information under the headings “— Cash Compensation” and “— Option Grants” below.

	(b)		(c)
	Fees Earned or		Option		(d)
(a)	Paid in Cash		Awards		Total
Name	($)		($)(1)(2)		($)
Mark J. Adler, M.D.(3)		62,500		61,686		124,186
Paul A. Brooke		75,000		61,686		136,686
Neil F. Dimick(3)		57,500		61,686		119,186
James V. Manning(3)		80,000		61,686		141,686
Herman Sarkowsky		65,000		61,686		126,686
Joseph E. Smith		75,000		61,686		136,686

(1)

The amounts reported in Column (c) above reflect the aggregate dollar amounts recognized by HLTH in 2008 for stock option awards for income statement reporting purposes under Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-based Payments” (disregarding any estimate of forfeitures related to service-based vesting conditions). See Note 15 (Stock-Based Compensation) to the Consolidated Financial Statements included in this Annual Report for an explanation of the methodology and assumptions used in determining the fair value of stock option awards granted. The amounts reported in Column (c) reflect our accounting expense for these stock option awards, not amounts realized by our Non-Employee Directors. The actual amounts, if any, ultimately realized by our Non-Employee Directors from options to purchase HLTH Common Stock will depend on the price of HLTH Common Stock at the time they exercise vested stock options.

(2)

Under HLTH’s Amended and Restated 2000 Long-Term Incentive Plan (which we refer to as the 2000 Plan), each Non-Employee Director of HLTH automatically receives a non-qualified option to purchase 20,000 shares of HLTH Common Stock on each January 1, with an exercise price equal to the closing price on the last trading date of the prior year and a vesting schedule as follows: 1/4 of the grant on the first anniversary of the date of grant and 1/48 of the grant on a monthly basis over the next three years (full vesting on the fourth anniversary of the date of grant). In addition, each Non-Employee Director of HLTH received, pursuant to a discretionary grant made on December 10, 2008, a non-qualified option to purchase 20,000 shares of HLTH Common Stock and with the same vesting schedule as the automatic grant. The grants made on January 1, 2008 each had an exercise price of $13.40 per share and a total grant date fair value equal to $78,398 and the grants made on December 10, 2008 each had an exercise price of $9.46 per share and a total grant date fair value equal to $56,872 (the fair value, in each case, being based on the methodology and assumptions referred to in Footnote 1 above). The following lists the total number of shares of HLTH Common Stock subject to outstanding unexercised option awards held by each of our Non-Employee Directors as of December 31, 2008 and the weighted average exercise price of those options:

	Number of
	Shares Subject to		Weighted Average
Name	Outstanding Options		Exercise Price
Mark J. Adler, M.D.		276,000	$	10.35
Paul A. Brooke		250,000	$	8.57
Neil F. Dimick		97,916	$	10.48
James V. Manning		288,000	$	9.24
Herman Sarkowsky		425,000	$	11.04
Joseph E. Smith		206,000	$	11.57

See “— Option Grants” below for additional information.

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(3) These three Non-Employee Directors of HLTH are also non-employee directors of WHC, for which they received compensation from WHC. For information regarding the compensation they received from WHC, see below under “Compensation for Service on WHC Board.”

Cash Compensation

Overview.  For each of the Non-Employee Directors, the amount set forth in Column (b) of the 2008 Director Compensation Table represents the sum of the following amounts, each of which is described below:

•  an annual retainer for service on the Board;

•  annual fees for service on standing Committees of the Board;

•  annual fees, if any, for serving as Chairperson of standing Committees of the Board; and

•  fees, if any, for service on other Committees of the Board.

Non-Employee Directors do not receive per meeting fees but are reimbursed for out-of-pocket expenses they incur in connection with attending Board and Board Committee meetings and our Annual Meeting of Stockholders.

Board Service.  Each Non-Employee Director receives an annual retainer of $30,000 for service on the HLTH Board.

Service on Standing Committees.  We pay annual fees for service by Non-Employee Directors on the standing committees of our Board, other than the Executive Committee (for which no fees are paid). We also pay annual fees to the Chairperson, if any, of those Committees The amounts of such annual fees are as follows:

Type of Service	Annual Fee
Membership on Audit Committee (Messrs. Brooke, Manning and Smith)	$	15,000
Membership on Compensation Committee (Dr. Adler and Messrs. Sarkowsky and Smith) or Nominating Committee (Messrs. Brooke, Dimick and Sarkowsky)	$	5,000
Membership on Governance & Compliance Committee (Dr. Adler and Messrs. Dimick and Manning) or Related Parties Committee (Messrs. Brooke, Sarkowsky and Smith)	$	10,000
Chairperson of Compensation Committee (Dr. Adler) or Nominating Committee (Mr. Dimick)	$	2,500
Chairperson of Audit Committee (Mr. Manning) or Governance & Compliance Committee (Mr. Dimick)	$	10,000

The amounts of the fees payable to Non-Employee Directors for service on our Board and its standing Committees are determined by the Compensation Committee and may be changed by it from time to time. The Compensation Committee also has discretion to determine whether such compensation is paid in cash, in HLTH Common Stock or some other form of compensation.

Service on Other Committees.  Our Non-Employee Directors may also receive additional fees for service on committees established by the Board for specific purposes. Those fees are generally paid on a quarterly basis for the period that the committee exists and may be set by the Board, the Compensation Committee or the committee itself. Messrs. Brooke, Manning, Sarkowsky and Smith and Dr. Adler were each paid $15,000 for their service in 2008 as members of a special committee of the Board to oversee matters relating to the investigations described in “Legal Proceedings — Investigations by United States Attorney for the District of South Carolina and the SEC” in Note 14 to the Consolidated Financial Statements included in this Annual Report. Members of this special committee will continue to receive compensation for their service on the committee. The current quarterly payment is $3,750 per member.

Option Grants

Annual Stock Option Grants.  On January 1 of each year, each Non-Employee Director receives a non-qualified option to purchase 20,000 shares of HLTH Common Stock pursuant to automatic annual grants of

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stock options under our 2000 Plan. The annual stock option awards are granted with a per-share exercise price equal to the fair market value of a share of HLTH Common Stock on the grant date. For these purposes, and in accordance with the terms of the 2000 Plan and HLTH’s equity award grant practices, the fair market value is equal to the closing price of a share of HLTH Common Stock on the Nasdaq Global Select Market on the last trading day of the prior year. The vesting schedule for each automatic annual grant is as follows: 1/4 of the grant on the first anniversary of the date of grant and 1/48 of the grant on a monthly basis over the next three years (full vesting on the fourth anniversary of the date of grant). Each of our Non-Employee Directors received automatic annual grants of options to purchase 20,000 shares of HLTH Common Stock on January 1, 2009 (with an exercise price of $10.46 per share) and January 1, 2008 (with an exercise price of $13.40 per share). The options granted to Non-Employee Directors do not include any dividend or dividend equivalent rights. Each such option will expire, to the extent not previously exercised, ten years after the date of grant or earlier if their service as a director ends (generally, three years from the date such service ends).

Under the 2000 Plan, outstanding unvested options held by Non-Employee Directors vest and become fully exercisable: (a) upon the Non-Employee Director’s death or termination of service as a result of disability; and (b) upon a “Change in Control” of HLTH. Those options, and any others that had previously vested, will then continue to be exercisable or lapse in accordance with the other provisions of the 2000 Plan and the award agreement. For purposes of the 2000 Plan, a “Change in Control” generally includes (i) a change in the majority of the Board of Directors of HLTH without the consent of the incumbent directors, (ii) any person or entity becoming the beneficial owner of 25% or more of the voting shares of HLTH and the Compensation Committee determining that such transaction constitutes a change in control, taking into consideration all relevant facts, (iii) consummation of a reorganization, merger or similar transaction as a result of which HLTH’s stockholders prior to the consummation of the transaction no longer represent 50% of the voting power and (iv) consummation of a sale of all or substantially all of HLTH’s assets.

Discretionary Grants.  Our Non-Employee Directors may receive grants of stock options under the 2000 Plan at the discretion of the Compensation Committee of the HLTH Board. On December 10, 2008, each Non-Employee Director received a non-qualified option to purchase 20,000 shares of HLTH Common Stock. The grants had an exercise price of $9.46 per share and the same vesting schedule and other terms as described above with respect to the annual grants to Non-Employee Directors. The most recent prior such discretionary grants were made in 2002 and also consisted of grants of non-qualified options to purchase 20,000 shares of HLTH Common Stock.

Compensation for Service on WHC Board.  Dr. Adler and Messrs. Dimick and Manning serve as non-employee directors of WHC and receive compensation from WHC for their service. The Compensation Committee of the WHC Board is authorized to determine the compensation of WHC’s non-employee directors. The HLTH directors serving on the WHC Board received three types of compensation in 2008 from WHC for their Board and Board Committee service: (1) annual fees paid in the form of shares of WHC Class A Common Stock; (2) grants of non-qualified options to purchase WHC Class A Common Stock and (3) cash fees for service on the Strategic Planning Committee of the WHC Board. None of these non-employee directors received any other compensation from WHC during 2008 and none of them provided any services to WHC during 2008, except their service as a director. WHC does not offer any deferred compensation plans or retirement plans to its non-employee directors.

The following table provides information regarding the value of the compensation from WHC to the individuals listed for 2008, as calculated in accordance with applicable SEC regulations:

					(d)
	(b)		(c)		Cash Fees for
	Stock		Option		Strategic Planning		(e)
(a)	Awards		Awards		Committee Service		Total
Name	($)(1)		($)(2)(3)		($)		($)
Mark J. Adler, M.D.		57,089		168,184		3,750		229,023
Neil F. Dimick		82,089		168,184		3,750		254,023
James V. Manning		74,589		168,184		3,750		246,523

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(1)	Shares of WHC Class A Common Stock were issued by WHC on September 28, 2008 (the anniversary of WHC’s initial public offering) in payment for annual fees for service on the WHC Board and its standing committees. These shares are not subject to vesting requirements or forfeiture. The amounts (expressed in dollars) of the fees are the same as those applicable to the HLTH Board and its standing Committees, as described above. For each individual listed in Column (a) of this table, the number of shares to be issued was determined by dividing the aggregate dollar amount of the fees by $32.75 (the closing price of WHC Class A Common Stock on the Nasdaq Global Select Market on September 26, 2008, the last trading day prior to the anniversary of WHC’s 2005 initial public offering on September 28, 2008, which fell on a Sunday), with cash paid in lieu of issuing fractional shares. Dr. Adler received 1,450 shares of WHC Class A Common Stock; Mr. Dimick received 2,213 shares; and Mr. Manning received 1,984 shares. In addition, this column includes $9,589 for each individual, which reflects the aggregate dollar amounts recognized by WHC in 2008, for income statement reporting purposes under SFAS No. 123R (based on the methodology and assumptions referred to in Footnote 2 below), for grants of WHC Restricted Stock made to these directors at the time of WHC’s initial public offering. That amount reflects WHC’s accounting expense for these WHC Restricted Stock awards, not amounts realized by our Non-Employee Directors. The actual amounts, if any, ultimately realized by our Non-Employee Directors from WHC Restricted Stock will depend on the price of WHC Class A Common Stock at the time the WHC Restricted Stock vests.
(2)	The amounts reported in Column (c) above reflect the aggregate dollar amounts recognized by WHC in 2008 for stock option awards for income statement reporting purposes under SFAS No. 123R (disregarding any estimate of forfeitures related to service-based vesting conditions). See “WHC Plans” in Note 15 (Stock-Based Compensation) to the Consolidated Financial Statements included in this Annual Report for an explanation of the methodology and assumptions used in determining the fair value of stock option awards granted. The amounts reported in Column (c) reflect WHC’s accounting expense for these stock option awards, not amounts realized by the individuals listed in the table. The actual amounts, if any, ultimately realized by these individuals from WHC equity compensation will depend on the price of WHC Class A Common Stock at the time they exercise vested stock options or at the time of vesting of WHC Restricted Stock.
(3)	Under WHC’s Amended and Restated 2005 Long-Term Incentive Plan (which we refer to as the WHC 2005 Plan), each Non-Employee Director of WHC automatically receives a non-qualified option to purchase 13,200 shares of WHC Class A Common Stock on each January 1, with an exercise price equal to the closing price on the last trading date of the prior year. In addition, each Non-Employee Director of WHC received, pursuant to a discretionary grant made on December 10, 2008, a non-qualified option to purchase 13,200 shares of WHC Class A Common Stock. The grants made on January 1, 2008 each had an exercise price of $41.07 per share and a total grant date fair value equal to $183,939 and the grants made on December 10, 2008 each had an exercise price of $23.61 and a total grant date fair value equal to $133,440 (the fair value, in each case, being based on the methodology and assumptions referred to in Footnote 2 above). The vesting schedule for all such grants is 25% of the original amount granted on each of the first, second, third and fourth anniversaries of the date of grant. The following lists the total number of shares of WHC Class A Common Stock subject to outstanding unexercised option awards held by the listed individuals as of December 31, 2008 and the weighted average exercise price of those options:

	Number of
	Shares Subject to
	Outstanding		Weighted Average
Name	WHC Options		Exercise Price
Mark J. Adler, M.D.		66,000	$	30.25
Neil F. Dimick		66,000	$	30.25
James V. Manning		66,000	$	30.25

In addition, as of December 31, 2008, each of the listed individuals held 1,100 shares of unvested WHC Restricted Stock that were granted at the time of WHC’s initial public offering.

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Item 11.   Executive Compensation

Overview

This section of our Annual Report contains information regarding our compensation programs and policies and, in particular, their application to a specific group of individuals that we refer to as our Named Executive Officers. Under applicable SEC rules, our Named Executive Officers for this Annual Report consist of the two individuals who served as Chief Executive Officer during 2008, our Chief Financial Officer during that year and the four other executive officers of HLTH who received the most compensation for 2008 (including one such individual who is no longer an executive officer of HLTH). This section is organized as follows:

•  2008 Report of the Compensation Committee.  This section contains a report of the Compensation Committee of our Board of Directors regarding the “Compensation Discussion and Analysis” section described below. The material in the 2008 Report of the Compensation Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that HLTH specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

•  Compensation Committee Interlocks and Insider Participation.  This section contains information regarding certain types of relationships involving our Compensation Committee members.

•  Compensation Discussion and Analysis.  This section contains a description of the specific types of compensation we pay, a discussion of our compensation policies, information regarding how those policies were applied to the compensation of our Named Executive Officers for 2008 and other information that we believe may be useful to investors regarding compensation of our Named Executive Officers and other employees.

•  Executive Compensation Tables.  This section provides information, in tabular formats specified in applicable SEC rules, regarding the amounts or value of various types of compensation paid to our Named Executive Officers and related information.

•  Potential Payments and Other Benefits Upon Termination or Change in Control.  This section provides information regarding amounts that could or have become payable to our Named Executive Officers following specified events.

•  Employment Agreements with Named Executive Officers.  This section contains summaries of the employment agreements between HLTH (or our subsidiaries) and our Named Executive Officers. We refer to these summaries in various other places in this Executive Compensation section.

The parts of this Executive Compensation section described above are intended to be read together and each provides information not included in the others. In addition, for background information regarding the Compensation Committee of our Board of Directors and its responsibilities, please see Item 10 above under the heading “Committees of the Board of Directors — Compensation Committee,” which is hereby incorporated by reference into this Item 11.

2008 Report of the Compensation Committee

The Compensation Committee of our Board of Directors provides oversight of HLTH’s compensation programs and makes specific decisions regarding compensation of the Named Executive Officers and HLTH’s other executive officers. Set out below is the Compensation Discussion and Analysis section of this Annual Report. That section contains a discussion of HLTH’s executive compensation programs and policies and their application by the Compensation Committee for 2008 to the Named Executive Officers. The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis. Based upon this review and our discussions, the Compensation Committee has

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recommended to our Board of Directors that the Compensation Discussion and Analysis section be included in this Annual Report on Form 10-K.

Mark J. Adler, M.D. (Chairperson)

Herman Sarkowsky

Joseph E. Smith

Compensation Committee Interlocks and Insider Participation

Each of the Compensation Committee members whose name appears under the Compensation Committee Report was a Committee member for all of 2008. No current member of the Compensation Committee is a current or former executive officer or employee of HLTH or had any relationships in 2008 requiring disclosure by HLTH or WHC under the SEC’s rules requiring disclosure of certain relationships and related-party transactions.

None of HLTH’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of the Compensation Committee of the HLTH Board or the Compensation Committee of the WHC Board during the fiscal year ended December 31, 2008.

Compensation Discussion and Analysis

This section contains a description of the specific types of compensation we pay, a discussion of our compensation policies, information regarding how the compensation of our Named Executive Officers for 2008 was determined under those policies and other information that we believe may be useful to investors regarding compensation of our Named Executive Officers and other employees.

Overview of Types of Compensation Used by HLTH.  The compensation of our Named Executive Officers consists primarily of the following:

•  cash salary;

•  an annual cash bonus, the amount of which was determined, for 2008, by the Compensation Committee in its discretion;

•  special bonuses to provide recognition for specific accomplishments or at the time of a promotion, if determined by the Compensation Committee to be appropriate and in amounts determined by the Compensation Committee in its discretion;

•  grants of non-qualified options to purchase shares of HLTH Common Stock, subject to vesting based on continued employment, with an exercise price that is equal to the fair market value of HLTH Common Stock on the grant date (and, in the case of certain Named Executive Officers, options to purchase shares of WHC Class A Common Stock, with an exercise price that is equal to the fair market value of WHC Class A Common Stock on the grant date); and

•  grants of shares of restricted HLTH Common Stock (which we refer to as HLTH Restricted Stock), subject to vesting based on continued employment and, in the case of Messrs. Gattinella and Wygod only, shares of restricted WHC Class A Common Stock (which we refer to as WHC Restricted Stock), subject to vesting based on continued employment.

A discussion of the above types of compensation, to the extent used in 2008, follows under the heading “— Use of Specific Types of Compensation in 2008.” The compensation of our other executives generally consists of the same types (other than WHC equity compensation), with the specific amounts determined by our Chief Executive Officer and other members of our senior management.

In determining the forms of compensation to be used by HLTH, the Compensation Committee considers various factors, including the effectiveness of the incentives provided, tax and accounting considerations, the compensation practices of other companies and the expectations of our employees and our investors. In

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addition, the Compensation Committee believes that it is important that compensation be understood by the employees who receive it and by our company’s investors. The Compensation Committee believes that our compensation programs, including the types of stock options and restricted stock that we use, are effective forms of compensation and well understood. We have not offered any deferred compensation plans to our executive officers or to our other employees. We have also not offered any retirement plans to our executive officers, other than 401(k) plans generally available to our employees. Subject to the terms of the HLTH 401(k) Savings and Employee Stock Ownership Plan (which we refer to as the HLTH 401(k) Plan), HLTH matches, in cash, 25% of amounts contributed to that Plan by each Plan participant, up to 6% of eligible pay. The matching contribution made by HLTH is subject to vesting, based on continued employment, with 50% scheduled to vest on each of the first and second anniversaries of an employee’s date of hire (with employees vesting immediately in any matching contribution made after the second anniversary). Messrs. Cameron, Funston and Gattinella are the Named Executive Officers who chose to participate in the HLTH 401(k) Plan in 2008. WHC employees are eligible to participate in the HLTH 401(k) Plan. Our Porex subsidiary also sponsors a 401(k) plan for its employees and Mr. Midgette, who is CEO of Porex and an executive officer of HLTH, is a participant in that 401(k) plan. The Porex 401(k) Plan matches 100% of the first 3% of eligible pay contributed to the Plan and 50% of the next 2% of eligible pay. Such matching contributions are fully vested. Arthur Lehrer, who was an executive officer of HLTH in 2008 until completion of the ViPS Sale, participated in a 401(k) plan sponsored by ViPS.

Discussion of Compensation Policies.  The Compensation Committee’s guiding philosophy is to establish a compensation program that is:

•  Competitive with the market in order to help attract, motivate and retain highly qualified managers and executives.  We seek to attract and retain talent by offering competitive base salaries, annual incentive opportunities, and the potential for long-term rewards through equity-based awards, such as stock options and restricted stock. We have, in the past, granted and may continue to grant equity-based awards to a large portion of our employees, not just our executives. Those awards have been primarily in the form of non-qualified options to purchase HLTH Common Stock.

•  Performance-based to link executive pay to company performance over the short term and long term and to facilitate shareholder value creation.  It is HLTH’s practice to provide compensation opportunities in addition to base salary that are linked to our company’s performance and the individual’s performance. Achievement of short-term goals is rewarded through annual cash bonuses, while achievement of long-term objectives is encouraged through nonqualified stock option grants and restricted stock awards that are subject to vesting over periods generally ranging from three to four years. Through annual and long-term incentives, a major portion of the total potential compensation of HLTH’s executive officers (and other members of senior management) is placed at risk in order to motivate them to improve the performance of our businesses and to increase the value of our company.

•  Designed to foster a long-term commitment by management.  The Compensation Committee believes that there is great value to our company in having a team of long-tenured, seasoned executives and managers. Our compensation practices are designed to foster a long-term commitment to HLTH by our management team. The vesting schedules attributable to equity grants are typically 3 to 4 years with, in some cases (particularly for more senior executives), scheduled vestings that are smaller in the early vesting periods and greater in the later vesting periods.

The Compensation Committee has not retained outside consultants to assist it in implementing these policies or making specific decisions relating to executive compensation. The Compensation Committee does, from time to time, review general information regarding the compensation practices of other companies, including some that are likely to compete with HLTH for the services of our executives and employees and that information is a factor used by the Committee in its decisions and in its general oversight of compensation practices at HLTH. However, the Compensation Committee does not use that information to generate specific compensation amounts or targets and does not seek to create an objective standard for HLTH compensation based on what other companies have done. Instead, in each compensation decision, the Committee exercises its business judgment regarding the appropriateness of types and amounts of

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compensation in light of the value to HLTH of specific individuals. With respect to 2008 compensation, the Compensation Committee took into account recommendations made by the Chairman of the Board and Acting Chief Executive Officer of HLTH with respect to determinations of the types and amounts of compensation to be paid to the other executive officers and also discussed with the Chairman of the Board and Acting Chief Executive Officer the types and amounts he believed would be appropriate to pay to him in light of the amounts being recommended for, and paid to, the other HLTH executive officers.

HLTH’s senior management generally applies a similar philosophy and similar policies to determine the compensation of officers and managers who are not executive officers and reports to the Compensation Committee regarding these matters.

The Compensation Committees of the HLTH and WHC Boards coordinate their decision-making to the extent they believe appropriate, including by having Mark J. Adler, M.D. serve as Chairman of both Compensation Committees and by having many of the meetings of the Compensation Committees be joint meetings that include discussion of compensation at both HLTH and WHC. That coordination began when WHC first became a public company in 2005, at a time when the compensation of its executive officers had, historically, been determined by, or under the oversight of, the HLTH Compensation Committee and one goal of that coordination was to facilitate continuity in decision-making. The reason for continued coordination of the decision-making of the two Compensation Committees has been to have the executive compensation philosophies and practices at HLTH and at WHC (companies that share some of their executive officers) be generally consistent with each other, except to the extent the Compensation Committees choose to maintain or implement specific differences that they believe to be appropriate. Notwithstanding these efforts to coordinate the work of the two Compensation Committees, the HLTH Compensation Committee is responsible for making specific determinations regarding executive compensation paid by HLTH and the WHC Compensation Committee is responsible for making specific determinations regarding executive compensation paid by WHC.

Key Corporate Transactions Affecting Compensation Decisions for 2008.  The following key corporate transactions were relevant to compensation decisions for 2008:

•  2008 EBSCo Sale.  On November 16, 2006, we sold a 52% interest in the business that constituted our Emdeon Business Services segment, excluding its ViPS business unit (which we refer to as EBS) to an affiliate of General Atlantic LLC (which we refer to as GA). In this Annual Report, we refer to this transaction as the 2006 EBS Sale. We received cash proceeds of approximately $1.2 billion from the 2006 EBS Sale. From the closing of the 2006 EBS Sale to the closing of the 2008 EBSCo Sale (described below), we owned 48% of EBS Master LLC (which we refer to as EBSCo), the entity that acquired EBS in the 2006 EBS Sale. In this Annual Report, we use the names Emdeon Business Services and EBS to refer to the business owned by EBSCo and, with respect to periods prior to the consummation of the 2006 EBS Sale, to the reporting segment of our company. In February 2008, we completed the sale of our 48% minority ownership interest in EBSCo (which we refer to as the 2008 EBSCo Sale) to an affiliate of GA and affiliates of Hellman & Friedman, LLC. We received cash proceeds of approximately $575 million from the 2008 EBSCo Sale.

•  ViPS Sale.  In February 2008, we announced our intention to divest our ViPS segment. On July 22, 2008, we completed the sale of our ViPS segment to an affiliate of General Dynamics Corporation. In this Annual Report, we refer to this transaction as the ViPS Sale. Through ViPS, we had provided healthcare data management, analytics, decision-support and process automation solutions and related information technology services to governmental, Blue Cross Blue Shield and commercial healthcare payers. In the ViPS Sale, we received cash proceeds of approximately $223 million, net of a working capital adjustment, professional fees and other expenses.

•  Terminated WHC Merger.  In February 2008, HLTH and WHC entered into an Agreement and Plan of Merger (which we refer to as the Merger Agreement), pursuant to which HLTH would merge into WHC (which we refer to as the WHC Merger), with WHC continuing as the surviving corporation. The Merger Agreement resulted from negotiations between HLTH and a Special Committee of the Board of Directors of WHC during late 2007 and early 2008. HLTH’s Board of Directors had initiated the process leading to the entry into the Merger Agreement with WHC because it believed that the primary

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reason of many of the holders of HLTH Common Stock for owning those shares was HLTH’s controlling interest in WHC and that the value of HLTH’s other businesses was not adequately reflected in the trading price of HLTH Common Stock. In connection with the entry by HLTH and WHC into the Merger Agreement, the HLTH Board made a determination to divest Porex and ViPS (which divestitures were not, however, dependent on the merger occurring). Pursuant to the terms of a Termination Agreement entered into on October 19, 2008 (which we refer to as the Termination Agreement), HLTH and WHC mutually agreed, in light of the turmoil in financial markets, to terminate the Merger Agreement. The termination of the Merger Agreement was by mutual agreement of the companies and was unanimously approved by the Board of Directors of each of the companies and by the Special Committee of independent directors of WHC. The Boards determined that both HLTH, as controlling stockholder of WHC, and the public stockholders of WHC would benefit from WHC continuing as a publicly-traded subsidiary with no long-term debt and approximately $340 million in cash and investments. The Boards concluded that, by terminating the merger, HLTH and WHC would retain financial flexibility and be in a position to pursue potential acquisition opportunities expected to be available to companies with significant cash resources in a period of financial market uncertainty.

•  2008 Tender Offer.  Following the termination of the WHC Merger, our Board of Directors determined that repurchasing our Common Stock through a tender offer would be an efficient means to provide value to our stockholders. In deciding to make the offer, our Board of Directors considered that, following the termination of the WHC Merger, some holders of HLTH Common Stock might wish to have the opportunity to sell some or all of their holdings for cash. On October 27, 2008, we commenced a tender offer to purchase up to 80,000,000 shares of our common stock at a price of $8.80 per share. In this Annual Report, we refer to this tender offer as the 2008 Tender Offer. The 2008 Tender Offer represented an opportunity for HLTH to return capital to stockholders who elected to tender their shares of HLTH Common Stock, while stockholders who chose not to participate in the 2008 Tender Offer automatically increased their relative percentage interest in our company at no additional cost to them. Prior to the closing of the 2008 Tender Offer, we exercised our right to purchase an additional 2% of our outstanding shares without extending the tender offer. On November 25, 2008, the 2008 Tender Offer was completed and, as a result, we repurchased 83,699,922 shares of our Common Stock at a price of $8.80 per share. The shares purchased in the 2008 Tender Offer represented approximately 45% of the outstanding shares of our Common Stock immediately prior to the tender offer. As a result of the 2008 Tender Offer, a prior tender offer in 2006 and additional repurchases of our Common Stock under repurchase programs, the number of shares of our Common Stock outstanding declined from 278,327,825 on December 31, 2005 to 101,374,536 on December 31, 2008 (in each case, excluding unvested shares of restricted Common Stock granted under our equity plans).

•  Planned Porex Sale.  In February 2008, we announced our intention to divest our Porex segment. The divestiture process for Porex remains ongoing. Porex develops, manufactures and distributes proprietary porous plastic products and components used in healthcare, industrial and consumer applications. Porex also provides porous plastic surgical implants used in reconstruction and cosmetic surgery of the head, face and neck.

For additional information regarding these transactions, see Notes 3, 4, 6 and 17 to the Consolidated Financial Statements included in this Annual Report and see “Transactions with WHC — Termination Agreement” in Item 13 below. The efforts of management with respect to these transactions was taken into consideration in compensation decisions with respect to 2008, both by the Compensation Committee in its decisions relating to executive officer compensation and by the Chief Executive Officer and other members of senior management in their decisions relating to other executives.

Use of Specific Types of Compensation in 2008.

Base Salary.  The Compensation Committee reviews the base salaries of our executive officers from time to time, but has made few changes in those salaries in recent years except upon a change in position. In 2008, no changes were made to the salaries of any of our Named Executive Officers, other than Mr. Midgette, whose

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salary was increased from $280,000 to $300,000 near the end of the year, which was the only increase in his salary since he joined Porex in 2002. In general, it is the Compensation Committee’s view that increases in the cash compensation of our executive officers should be performance-based and achieved through the bonus-setting process, rather than through an increase in base salary. However, the Compensation Committee considers various factors when it contemplates an adjustment to base salary, including: company performance, the executive’s individual performance, scope of responsibility and changes in that scope (including as a result of promotions), tenure, prior experience and market practice. HLTH’s senior management considers similar factors in determining whether to make adjustments to salaries of other employees, and such changes are made more frequently.

Bonuses.  HLTH’s Named Executive Officers have the opportunity to earn annual cash bonuses. However, HLTH’s Named Executive Officers (and its other executive officers) do not participate in a formal annual bonus plan and the Compensation Committee did not set quantitative performance targets, in advance, for use in determining bonus amounts for executive officers for 2008. After the end of 2008, the Compensation Committee determined such amounts based on its subjective assessment of (a) the performance of HLTH’s businesses in 2008, taking into consideration its views regarding the extent to which financial and operational goals discussed by management and the Board at various times during 2008 were achieved; and (b) the efforts of the individual Named Executive Officers in connection with the transactions described above under “— Key Corporate Transactions Affecting Compensation Decisions for 2008.” The Compensation Committee believes that, for HLTH at this time, a flexible annual bonus process is a more appropriate one for motivating HLTH’s executive officers than setting quantitative targets in advance because it allows the Compensation Committee to consider, in its bonus determinations:

•  goals of any type set by the Board and communicated to senior management at any point in the year;

•  the effects of acquisitions and dispositions of businesses made during the year; and

•  the effects of unexpected events and changes in HLTH’s businesses during the year.

The Compensation Committee may, at some point in the future, determine that it will use quantitative targets set in advance in determining executive officer bonuses. In addition, in some years, bonus awards for some of our executive officers (particularly newly-hired executive officers) may be dictated by the terms of the executive’s employment agreement, providing for payment of a specified bonus amount or an amount within a specific range with respect to a specific employment period. No such requirements applied with respect to our Named Executive Officers for 2008.

While the Compensation Committee does not set quantitative performance targets in advance, it does set individual target bonus opportunities, as a percentage of base salary, for each Named Executive Officer. In some cases, these percentages are reflected in the employment agreement for the Named Executive Officer approved by the Compensation Committee. The higher the target percentage of an individual’s salary that the annual bonus opportunity represents, the greater the percentage of total annual cash compensation that is not guaranteed for that individual. Generally, the target percentage (and therefore the percentage of annual compensation that is not guaranteed) increases with the level and scope of responsibility of the executive, as does salary. The target bonus opportunities for the Named Executive Officers who served for all of 2008 (which does not include Messrs. Cameron and Lehrer, whose bonuses are discussed below under

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“— Application of Compensation Policies to Individual Named Executive Officers”) are set forth in the following table:

						Target Annual
				Target Annual		Bonus Amount
Named		Annual		Bonus		as a Percent
Executive Officer	Title	Salary		Opportunity		of Salary
Martin J. Wygod	Chairman of the Board and Acting CEO	$	975,000	$	975,000		100	%
Mark D. Funston	Executive Vice President and Chief Financial Officer	$	375,000	$	187,000		50	%
Wayne T. Gattinella	CEO of WebMD	$	560,000	$	560,000		100	%
Charles A. Mele	Executive Vice President, General Counsel & Secretary	$	450,000	$	225,000		50	%
William Midgette	CEO of Porex	$	280,000	$	140,000		50	%

However, the Compensation Committee (or, in the case of Mr. Gattinella, the WHC Compensation Committee) retained discretion in 2008 regarding the actual annual bonus amounts to be paid, which could be less than, equal to or more than the target bonus opportunity. The following table lists the amount of the annual cash bonuses paid to these Named Executive Officers with respect to 2008 and 2007 and the percentage this represented of the target bonus opportunity:

Named		2008 Annual Bonus						2007 Annual Bonus
Executive Officer	Title	Amount			% of Target			Amount			% of Target
Martin J. Wygod	Chairman of the Board and Acting CEO	$	1,500,000			154	%	$	520,000			53	%
Mark D. Funston	Executive Vice President and Chief Financial Officer	$	130,000			70	%	$	100,000			53	%
Wayne T. Gattinella	CEO of WebMD	$	270,000	(1)		48	%	$	270,000	(1)		48	%
Charles A. Mele	Executive Vice President, General Counsel & Secretary	$	350,000			156	%	$	233,000			104	%
William Midgette	CEO of Porex	$	91,000			65	%	$	108,500			78	%

(1) Includes $135,000 contributed to the Supplemental Bonus Trust described under “— Supplemental Bonus Plan (SBP)” below.

In determining 2008 annual bonuses for HLTH’s executive officers, the HLTH Compensation Committee did not attempt to tie the amounts of the bonuses to any specific financial or operational measures and, instead, based its bonus determinations on its subjective view of our company’s financial and operational results and of management’s performance in connection with key strategic transactions during 2008. In particular, the Compensation Committee believed it was appropriate to reward the Named Executive Officers for their efforts, on an individualized basis, in connection with the transactions described above under “— Key Corporate Transactions Affecting Compensation Decisions for 2008.” Differences in the amounts of 2008 bonuses among the Named Executive Officers resulted from differences in the general level of responsibility within the company of the individual Named Executive Officers and differences in their level of involvement in those transactions. Messrs. Wygod and Mele were the Named Executive Officers with the most significant involvement in all of the transactions, including in analysis of alternatives, structuring, negotiations, interfacing with outside advisors, supervision of internal staff, and the making of recommendations to the HLTH Board. With respect to Mr. Midgette, his bonus took into consideration not only Porex’s results (which did not meet expectations), but also his efforts in connection with the sales process relating to Porex. Finally, in the case of Mr. Wygod, the amount of his bonus also reflected recognition of the additional responsibilities he assumed, without any change in salary, as Acting CEO beginning in February 2008 when Mr. Cameron went on medical leave.

For 2008, there were two separate bonus amounts for Mr. Gattinella: a cash bonus of $135,000 paid in March 2009; and an award of $135,000 under the Supplemental Bonus Program described under “— Supplemental Bonus Plan (SBP)” below. The two amounts were the same for Mr. Gattinella in 2008 as they had been in 2007. As discussed above, the WHC Compensation Committee did not attempt to tie the

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amounts of the 2008 annual bonus for Mr. Gattinella to any specific measures. The WHC Compensation Committee determined these amounts based on its subjective view of WHC’s financial and operational performance and Mr. Gattinella’s individual performance. Because WHC’s financial performance in 2008 did not fully achieve expectations, including publicly disclosed guidance issued by management, but did reflect significant year-over-year growth in a difficult economic environment, the Compensation Committee set bonus amounts near 50% of target for Mr. Gattinella, with his bonus being equal to the amount for the prior year.

Supplemental Bonus Plan (SBP).  The WHC Compensation Committee approved the contribution, in March 2008, to a trust (which we refer to Supplemental Bonus Trust) of Supplemental Bonus Plan (SBP) Awards for certain WHC officers and employees, including a $135,000 contribution for Mr. Gattinella. In March 2009, the Supplemental Bonus Trust distributed the March 2008 SBP Awards, together with actual net interest earned on the respective amounts, to SBP participants and, at that time, Mr. Gattinella received $136,869. In order to receive the applicable payment from the Supplemental Bonus Trust, each SBP participant was required to be employed by WHC on March 1, 2009 (subject to limited exceptions for death, disability, or certain terminations of employment in connection with a sale of a subsidiary, the closing of a business location or certain other position eliminations). In February 2009, the Compensation Committee of the WHC Board approved the contribution, in March 2009, to the Supplemental Bonus Trust of SBP Awards, including a $135,000 contribution for Mr. Gattinella. The Supplemental Bonus Trust will distribute the March 2009 SBP Awards, together with actual net interest earned on the respective amounts, to SBP participants as promptly as practicable following March 1, 2010 (but in no event later than 21/2 months following such date); provided, however, that in order to receive such payment, the SBP participant must continue to be employed by WHC on March 1, 2010 (subject to the limited exceptions described above). Any contributions to the Supplemental Bonus Trust that are forfeited for failure to meet the employment condition by an SBP participant are shared by the remaining SBP participants, except that SBP participants who are executive officers of WHC are not eligible to receive any portion of such forfeitures. Except for Mr. Gattinella, no Named Executive Officer of HLTH has been an SBP participant.

Equity Compensation.  We use two types of long-term incentives: non-qualified stock options and restricted stock. Stock options are granted with an exercise price that is equal to the fair market value of HLTH Common Stock on the grant date. Thus, the Named Executive Officers will only realize value on their stock options if the price of HLTH Common Stock increases after the grant date. The Compensation Committee believes that equity compensation, subject to vesting periods of three to four years, encourages employees to focus on the long-term performance of HLTH. The amount that employees receive from equity awards increases when the price of HLTH Common Stock increases, which rewards employees for increasing shareholder value. The vesting schedules applicable to these equity awards are intended to further promote retention of employees during the vesting period.

The Compensation Committee does not make equity grants to our executive officers on an annual or other pre-determined basis. In determining whether and when to make equity grants, the Compensation Committee considers the history of prior grants made to individual executive officers, their vesting status and the amounts that have been or may be realized by those individuals from those grants. In addition, the Compensation Committee considers factors similar to those it considers in its decisions relating to cash compensation, as described above, including factors relating to individual and company performance. Finally, the Compensation Committee typically makes larger grants to the executive officers it believes have the greatest potential to affect the value of our company and improve results for stockholders. Similar considerations apply to grants made to other officers and employees. The WHC Compensation Committee takes a similar approach with respect to equity grants to WHC’s executive officers and a similar approach is taken with respect to grants made to other WHC officers and employees.

In December 2008, the HLTH Compensation Committee approved the making of a broad-based equity grant to HLTH Corporate employees (and to certain members of Porex’s management, including Mr. Midgette). Similarly, in December 2008, the WHC Compensation Committee approved the making of a broad-based equity grant to most of WHC’s employees, following an increase in the number of shares available for grant under the WHC 2005 Plan approved at the WHC 2008 Annual Meeting of Stockholders. The respective Compensation Committees also specifically determined the size and terms of the grants to be

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made to executive officers. The specific grants for our Named Executive Officers are listed in “— Executive Compensation Tables — Grants of Plan-Based Awards in 2008” below. HLTH had not made any grants to the Named Executive Officers since the fourth quarter of 2006 (with no grant being made to Mr. Gattinella at that time) and WHC had not made any grants to any of HLTH’s Named Executive Officers since the grants made at the time of WHC’s initial public offering in September 2005. In making grants of WHC equity in December 2008, the WHC Compensation Committee took into consideration that those September 2005 grants will be fully vested in September 2009. The vesting schedule for the December 2008 WHC equity grants is 25% on March 31 of each of 2010 through 2013. This vesting schedule, which differs from the standard vesting scheduled used by WHC (25% on the first four anniversaries of grant), was designed so that the initial vesting would be six months after the last vesting of the grants made in connection with WHC’s initial public offering. In making grants of HLTH equity in December 2008, the HLTH Compensation Committee took into consideration the fact that the option grants made in 2006 were out-of-the-money in December 2008, with an exercise price of $11.86 (or, in the case of Mr. Funston, of $11.60). The grants made in December 2008 had an exercise price of $9.46 (the closing price on December 10, 2008, the date of grant), other than the grant to Mr. Wygod, which had an exercise price of $8.49 (the closing price on December 1, 2008, the date of grant).

Application of Compensation Policies to Individual Named Executive Officers.  Differences in compensation among our Named Executive Officers result from a number of factors and may vary from year to year. The primary factors that may create differences in compensation are disparities in: (a) the level of responsibility of the individual Named Executive Officers, including for those also compensated by WHC, their responsibilities at WHC, (b) individual performance of the Named Executive Officers, and (c) our need to motivate and retain specific individuals at specific points in time. In general, larger equity grants are made to our most senior executive officers because they have the greatest potential to affect the value of our company and to improve results for stockholders. Similarly, a greater portion of their total cash compensation is likely to come from their annual bonus. Similar considerations apply with respect to compensation from WHC.

In 2008, no changes were made to the salaries of our Named Executive Officers, other than a $20,000 increase for Mr. Midgette. Accordingly, the application of compensation policies to individual Named Executive Officers in 2008 related primarily to: (a) their bonuses (see “— Bonuses” above for discussion of the determinations of the specific bonus amounts for the Named Executive Officers who served for all of 2008 and see the next two paragraphs in this section for discussions regarding bonus amounts for Messrs. Cameron and Lehrer, the two who served only for part of 2008); and (b) grants of equity made to them. With respect to the December 2008 equity grants, differences in the size of the grants related primarily to the nature and scope of the individual Named Executive Officer’s level of responsibility within our company and, with respect to Messrs. Wygod and Funston, their level of responsibility within WHC. In the case of Mr. Wygod, the grant to him of HLTH Restricted Stock and options to purchase HLTH Common Stock was made in connection with an amendment to his employment agreement that, among other things, extended its term to the end of 2012. See “— Employment Agreements with Named Executive Officers — Martin J. Wygod” below for a description of the other changes made by the December 2008 amendment to Mr. Wygod’s employment agreement. Messrs. Wygod and Funston each received equity grants from both HLTH and WHC in December 2008 because of their responsibilities and positions at both companies, with Mr. Wygod serving as Chairman of the Board of WHC and Mr. Funston as WHC’s Chief Financial Officer. For Mr. Funston, this was his first grant of options to purchase WHC Class A Common Stock. Mr. Gattinella received grants only from WHC. The WHC equity grants were determined by the WHC Compensation Committee, with such approval occurring in a joint meeting with the HLTH Compensation Committee and each Compensation Committee took into consideration, in approving the December 2008 grants, the grants being approved by the other Compensation Committee.

For Mr. Cameron, who served as Chief Executive Officer of HLTH at the beginning of 2008, until beginning medical leave in February 2008, his bonus was based on his performance prior to the medical leave, including his role in leading HLTH management’s efforts in connection with the 2008 EBSCo Sale and the successful completion of that sale. Mr. Cameron has continued to serve as a member of the HLTH Board while on medical leave, and the December 2008 grant of options to purchase 40,000 shares of HLTH Common

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Stock to him was intended to provide similar equity compensation as received by HLTH’s Non-Employee Directors, who each received two grants of options to purchase 20,000 shares of HLTH Common Stock (a discretionary grant in December 2008 and an automatic annual grant on January 1, 2009). See “Non-Employee Director Compensation — Option Grants” in Item 10 above.

The Compensation Committee, in its compensation decisions in 2008 regarding Mr. Lehrer, the CEO of ViPS, focused on providing incentives to him relating to the sales process for ViPS, including with respect to cash bonuses. Because those decisions related to compensation received by Mr. Lehrer after he left HLTH in connection with the closing of the VIPS Sale, they are described under “— Compensation Following Termination of Employment or a Change in Control — Application in 2008 — Mr. Lehrer” below.

Benefits and Perquisites.  Our executive officers are generally eligible to participate in HLTH’s benefit plans on the same basis as our other employees (including matching contributions to a 401(k) Plan and company-paid group term life insurance). HLTH, for the past several years, has maintained a sliding scale for the cost of employee premiums for its health plan, under which employees with higher salaries pay a higher amount. The limited perquisites (or “perks”) received by our Named Executive Officers in 2008 are described in the footnotes to the Summary Compensation Table and consisted primarily of car allowances. In addition, our executive officers (as part of a larger group of employees generally having a salary of $180,000 or more) receive company-paid supplemental disability insurance, the cost of which is listed in those footnotes.

Compensation Following Termination of Employment or a Change in Control

Overview.  HLTH does not offer any deferred compensation plans to our executive officers or other employees and does not offer any retirement plans to our executive officers, other than 401(k) plans generally available to our other employees. Accordingly, the payment and benefit levels for HLTH’s Named Executive Officers applicable upon a termination or a change in control result from provisions in the employment agreements between HLTH and the individual Named Executive Officers. However, unlike annual or special bonuses or the amounts of equity grants (which the Compensation Committee generally determines in its discretion at the time of payment or grant), the terms of employment agreements are the result of negotiations between HLTH and those individuals, generally occurring at the time the individual joined HLTH or in connection with a promotion to a more senior position with HLTH (subject to the approval of the Compensation Committee in the case of executive officer employment agreements). The Compensation Committee has, in the past, usually been willing to include similar provisions relating to potential terminations and changes in control in connection with the renewal of or extensions to an employment agreement with an existing executive officer as those in the existing employment agreement with that executive officer. The employment agreements with our Named Executive Officers are described under the heading “Employment Agreements with Named Executive Officers” below and summaries of the types of provisions relating to post-termination compensation included in those agreement are included in this section under the headings “— Employment Agreement Provisions Regarding Termination Benefits” and “— Employment Agreement Provisions Regarding Change in Control Benefits” below.

In determining whether to approve executive officer employment agreements (or amendments or extensions to those agreements), the Compensation Committee considers HLTH’s need for the services of the specific individual and the alternatives available to HLTH, as well as potential alternative employment opportunities available to the individual from other companies. In considering whether to approve employment agreement terms that may result in potential payments and other benefits for executives that could become payable following a termination or change in control, the Compensation Committee considers both the costs that could potentially be incurred by HLTH, as well as the potential benefits to HLTH, including benefits to HLTH from post-termination confidentiality, non-solicit and non-compete obligations imposed on the executive and provisions relating to post-termination services required of certain Named Executive Officers. In the case of potential payments and other benefits that could potentially become payable following a change in control, the Compensation Committee considers whether those provisions would provide appropriate benefit to an acquiror, in light of the cost the acquiror would incur, as well as benefits to HLTH during the period an acquisition is pending.

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Employment Agreement Provisions Regarding Termination Benefits.  The employment agreements with our Named Executive Officers provide for some or all of the following to be paid if the Named Executive Officer is terminated without cause or resigns for good reason (the definitions of which are typically set forth in the applicable employment agreement), dies or ceases to be employed as a result of disability:

•  continuation of cash compensation (including salary and, in some cases, an amount based on past bonuses) for a period following termination;

•  continuation of vesting and/or exercisability of some or all options or restricted stock; and

•  continued participation in certain of HLTH’s health and welfare insurance plans or payment of COBRA premiums.

The amount and nature of these benefits vary by individual, with the most senior of the Named Executive Officers typically receiving more of these benefits and receiving them for a longer period. These benefits also vary depending on the reason for the termination. See “Employment Agreements with Named Executive Officers” below for a description of the specific provisions that apply to each of our Named Executive Officers and “Potential Payments and Other Benefits Upon Termination of Employment or Change in Control” below for a sample calculation, based on applicable SEC rules, of the amounts that would have been payable if termination for specified reasons had occurred as of December 31, 2008. No such post-termination benefits apply if a Named Executive Officer is terminated for cause. The Compensation Committee believes that the protections provided to executive officers by the types of employment agreement provisions described above are appropriate for the attraction and retention of qualified and talented executives and consistent with good corporate governance.

Employment Agreement Provisions Regarding Change in Control Benefits.  The Compensation Committee believes that executives should generally not be entitled to severance benefits solely upon the occurrence of a change in control, but that it is appropriate to provide for such benefits if a change in control is followed by a termination of employment or other appropriate triggering event. See “— Employment Agreement Provisions Regarding Termination Benefits” above. However, as more fully described below under “Employment Agreements with the Named Executive Officers” and “Potential Payments and Other Benefits Upon Termination of Employment or Change in Control” below, the Compensation Committee has approved the following exceptions:

•  Mr. Wygod’s employment agreement includes terms providing that if there is a change in control of HLTH, all of his outstanding options and other equity compensation (including WHC equity) would become immediately vested and, if his employment terminates for any reason other than cause, the options would remain exercisable for the remainder of the originally scheduled term. The employment agreement also contains provisions providing that he may resign and receive severance payments, but it requires Mr. Wygod to provide certain consulting services during any period in which he is receiving severance (but at no more than 20% of the level of services that he devoted during the three years prior to the date of termination).

•  With respect to Messrs. Cameron and Mele, their employment agreements include terms providing that:

•  they would be able to resign following a change in control, after the completion of a transition period with the successor, and receive the same benefits that they would be entitled to upon a termination without cause following the change in control (as set forth in the tables below and the descriptions of their respective employment agreements that follow); and

•  they would receive accelerated vesting of the options to purchase shares of WHC Class A Common Stock granted to them on September 28, 2005 in the event of a change in control of WHC or if WHC is no longer an affiliate of HLTH since, as a result of such a transaction, they would no longer have a direct involvement with WHC’s business.

•  In the case of Mr. Gattinella, his employment agreement provides that, so long as he remains employed for one year following a change in control of WHC, his options to purchase WHC Class A Common Stock granted on December 10, 2008 would continue to vest until the second anniversary of the change

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in control, even if he resigns from the employ of WHC prior to such vesting date. In addition, that portion of the restricted stock grant made on December 10, 2008 that would have vested through the second anniversary of the change in control will accelerate to the date of his resignation.

In the negotiations with those Named Executive Officers regarding their employment agreements, the Compensation Committee recognized that, for those individuals, a change in control is likely to result in a fundamental change in the nature of their responsibilities. Accordingly, under their employment agreements, the Compensation Committee approved those Named Executive Officers having, following a change in control, the rights described above. The Compensation Committee believes that the rights provided are likely to be viewed as appropriate by a potential acquiror in the case of those specific individuals. In addition, the Compensation Committee sought to balance the rights given to those Named Executive Officers with certain requirements to provide transitional or consulting services in types and amounts likely to be viewed as reasonable by a potential acquiror.

If the benefits payable to Mr. Cameron, Mr. Mele, or Mr. Wygod in connection with a change in control would be subject to the excise tax imposed under Section 280G of the Internal Revenue Code of 1986 (“Section 280G”), HLTH has agreed to make an additional payment to the executive so that the net amount of such payment (after taxes) that such individual receives is sufficient to pay the excise tax due.

Application in 2008.  During 2008, all employment agreements with the Named Executive Officers were amended in a manner intended to bring such agreements into compliance with Section 409A of the Internal Revenue Code (which we refer to below as Section 409A). In addition:

•  Mr. Wygod.  The amendment to Mr. Wygod’s employment agreement in December 2008 included certain changes to HLTH’s obligations in the event of certain terminations of employment, including: (i) setting the severance period at three years (the prior agreement provided for a severance period equal to the remainder of the term, or if longer, two years); and (ii) including bonus as a component of the 3 year severance payment calculation (based on the average of the bonuses received over the prior three years) in recognition of the fact that bonuses have been a significant portion of the compensation paid to Mr. Wygod. See “— Employment Agreements with Named Executive Officers — Martin J. Wygod” below for additional description of the December 2008 amendment. The remaining provisions related to post-termination compensation (including the Section 280G gross-up provision described above) in that employment agreement were carried forward from the existing employment agreement with Mr. Wygod. The Compensation Committee believed that it was appropriate to maintain those provisions in the employment agreement in connection with extending the term of the agreement and that the rights provided to Mr. Wygod under those provisions, taken together with the changes made to the employment agreement, were reasonable in order to retain the services of Mr. Wygod and in light of the other provisions of the employment agreement.

•  Mr. Midgette.  Mr. Midgette’s employment agreement was amended in March 2008, in connection with the Porex divestiture process, to provide enhanced severance benefits and acceleration of equity upon a change in control of Porex. His employment agreement, as amended, provides that if, within 15 months following a change in control of Porex, he is terminated without cause or required to take a salary reduction or to relocate beyond a specified distance, he would be entitled to continuation of his base salary, as severance, for a period of two years (rather than the one year of severance payable if the termination did not follow a change in control of Porex) and payment of his COBRA premiums for up to 18 months. With respect to the options to purchase HLTH Common Stock and HLTH Restricted Stock granted to him on December 10, 2008, if there is a change in control of Porex prior to the first vesting date (December 10, 2009), he would receive the first vesting of such grants, accelerated to the closing date of the change in control transaction. The Compensation Committee also approved an aggregate of $100,000 in potential retention bonuses, which would generally be payable to Mr. Midgette if he remains employed for 60 days following a sale of Porex and/or Porex Surgical (or if he is terminated without cause or resigns for good reason on or after the closing date but before such 60th day). The Compensation Committee believed that the terms and conditions described above are appropriate incentives for Mr. Midgette to remain with Porex during the divestiture process and to

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assist HLTH in that process. For additional information, see “Employment Agreements with Named Executive Officers — William Midgette” below.

•  Mr. Lehrer.  Mr. Lehrer’s employment agreement was amended in March 2008, in connection with the ViPS divestiture process, to provide enhanced severance benefits and acceleration of equity upon a change in control of ViPS. Mr. Lehrer left HLTH in July 2008 in connection with the consummation of the ViPS Sale. As contemplated by the March 2008 amendment, Mr. Lehrer’s post-termination compensation included: (a) a retention bonus of $100,000 payable 60 days after closing of the ViPS Sale; (b) a success bonus of $150,000, the amount of which was determined by the Compensation Committee, in its discretion, following the completion of the ViPS Sale, based on its evaluation that Mr. Lehrer made significant efforts in connection with the divestiture process and the successful completion of that process; (c) accelerated vesting, on the closing date of the ViPS Sale, of 13,334 shares of HLTH Restricted Stock that were scheduled to vest between the closing date and June 6, 2009 (with an aggregate value of $152,140 on the closing date); and (d) accelerated vesting, on the closing date of the ViPS Sale, of options to purchase 78,750 shares of HLTH Common Stock that were scheduled to vest between the closing date and June 6, 2009 (with an aggregated realized value on the date of exercise of $156,250). The Compensation Committee believed that the terms and conditions described above were appropriate incentives for Mr. Lehrer to remain with ViPS during the divestiture process and to assist HLTH in that process.

Deductibility of Compensation.  Section 162(m) of the Internal Revenue Code generally limits the ability of a publicly held corporation to deduct compensation in excess of $1 million per year paid to certain executive officers. It is the policy of the Compensation Committee to structure, where practicable, compensation paid to its executive officers so that it will be deductible under Section 162(m) of the Code. Accordingly, HLTH’s equity plans under which awards are made to officers and directors are generally designed to ensure that compensation attributable to stock options granted will be tax deductible by HLTH. However, cash bonuses for HLTH’s executive officers and grants of restricted stock do not qualify as performance-based within the meaning of Section 162(m) and, therefore, are subject to its limits on deductibility. In determining that the compensation of HLTH’s executive officers for 2008 was appropriate under the circumstances and in the best interests of HLTH and its stockholders, the Compensation Committee considered the amount of net operating loss carryforwards available to HLTH to offset income for Federal income tax purposes. See Note 18 to the Consolidated Financial Statements included in this Annual Report.

Executive Compensation Tables

This section provides information, in tabular formats specified in applicable SEC rules, regarding the amounts of compensation paid to our Named Executive Officers and related information. The tables included are:

•  Summary Compensation Table, which presents information regarding our Named Executive Officer’s total compensation and the types and value of its components; and

•  three tables providing additional information regarding our equity compensation, entitled: Grants of Plan-Based Awards in 2008; Outstanding Equity Awards at End of 2008; and Option Exercises and Stock Vested in 2008.

As permitted by the SEC rules relating to these tables, our tables reflect only the types of compensation that HLTH and WHC paid to our Named Executive Officers. For example, since our only retirement plan is a 401(k) plan, we do not include tables applicable to other types of retirement plans. For a general description of the types of compensation paid by WHC and HLTH, see “Compensation Discussion and Analysis — Overview of Types of Compensation.”

Summary Compensation Table

Table.  The following table presents information regarding the amount of the total compensation of our Named Executive Officers for services rendered during the years covered, as well as the amount of the specific components of that compensation. The compensation reported in the table reflects all compensation to

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the Named Executive Officers by HLTH and its subsidiaries (including WHC and its subsidiaries). Amounts reflecting equity grants by HLTH are noted with an “H” and amounts reflecting equity grants by WHC are noted with a “W.”

										(e)			(f)			(g)
(a)				(c)			(d)			Stock			Option			All Other			(h)
Name and	(b)			Salary			Bonus			Awards			Awards			Compensation			Total
Principal Position	Year			($)			($)(1)			($)(2)			($)(2)			($)			($)
Kevin M. Cameron Chief Executive Officer (on medical leave)(3)(4)		2008			101,538			250,000			1,354,078H			1,834,261	H		235,888	(5)		3,848,974
														73,209	W
														1,907,470
		2007			660,000			520,000			1,478,740	H		2,227,811	H		17,627	(5)		5,038,119
														133,941	W
														2,361,752
		2006			660,000			3,530,000			714,830	H		1,682,494	H		17,552	(5)		6,843,998
														239,122	W
														1,921,616
Martin J. Wygod Chairman of the Board and Acting Chief Executive Officer(3)		2008			975,000			1,500,000			1,669,304	H		1,843,880	H		10,847	(6)		6,464,420
											138,791	W		326,598	W
											1,808,095			2,170,478
		2007			975,000			520,000			1,623,018	H		1,813,757	H		10,847	(6)		5,710,783
											229,931	W		538,230	W
											1,852,949			2,351,987
		2006			975,000			3,530,000			629,691	H		709,598	H		10,847	(6)		7,255,798
											439,809	W		960,853	W
											1,069,500			1,670,451
Mark D. Funston Executive VP and Chief Financial Officer		2008			375,000			130,000			176,625	H		190,360	H		7,930	(7)		888,018
														8,103	W
														198,463
		2007			375,000			100,000			173,881	H		182,503	H		169,948	(7)		1,001,332
		2006	(8)		46,875			35,000			22,867	H		24,000	H		526	(7)		129,268
Wayne T. Gattinella Chief Executive Officer and President of WebMD		2008			560,000			135,000	(9)		138,791	W		326,598	W		9,758	(10)		1,170,147
		2007			560,000			135,000	(9)		7,457	H		84,850	H		9,214	(10)		1,564,682
											229,931	W		538,230	W
											237,388			623,080
		2006			560,000			340,000			46,977	H		229,800	H		8,313	(10)		2,585,752
											439,809	W		960,853	W
											486,786			1,190,653
Arthur Lehrer Formerly CEO of ViPS		2008			173,077	(11)		250,000	(11)		200,115	H		287,862	H		7,587	(12)		918,641

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							(e)			(f)			(g)
(a)			(c)		(d)		Stock			Option			All Other			(h)
Name and	(b)		Salary		Bonus		Awards			Awards			Compensation			Total
Principal Position	Year		($)		($)(1)		($)(2)			($)(2)			($)			($)
Charles A. Mele Executive VP, General Counsel and Secretary		2008		450,000		350,000		401,951	H		452,183	H		16,663	(13)		1,729,365
											58,568	W
											510,751
		2007		450,000		233,000		402,430	H		523,569	H		16,663	(13)		1,732,815
											107,153	W
											630,722
		2006		450,000		1,350,000		121,643	H		312,736	H		16,663	(13)		2,442,339
											191,297	W
											504,033
William Midgette CEO of Porex		2008		280,000		91,000		1,814	H		4,087	H		25,333	(14)		402,234

(1)	The amounts reported in Column (d) above for Messrs. Cameron, Mele and Wygod in 2006 reflect both regular annual bonuses for that year, as well as special bonuses that were made in recognition of the contributions of those Named Executive Officers to the completion of the EPS Sale and the 2006 EBS Sale and the related repositioning of our company. The amounts of the special bonuses, which were determined by the Compensation Committee of the HLTH Board in its discretion, were as follows: Mr. Cameron — $2,750,000; Mr. Mele — $1,000,000; and Mr. Wygod — $2,750,000.
(2)	The amounts reported in Columns (e) and (f) above reflect the aggregate dollar amounts recognized by HLTH for stock awards and option awards for income statement reporting purposes under SFAS No. 123R (disregarding any estimate of forfeitures related to service-based vesting conditions). See Note 15 (Stock-Based Compensation) to the Consolidated Financial Statements included in this Annual Report for an explanation of the methodology and assumptions used in determining the fair value of stock and stock option awards granted. The amounts reported in Columns (e) and (f) reflect our accounting expense for these equity awards, not amounts realized by our Named Executive Officers. The actual amounts, if any, ultimately realized by our Named Executive Officers from equity compensation will depend on the price of our Common Stock (or the price of WHC Class A Common Stock in the case of WHC equity awards) at the time they exercise vested stock options or at the time of vesting of restricted stock. Holders of shares of HLTH Restricted Stock and WHC Restricted Stock have voting power and the right to receive dividends, if any, that are declared on those shares, but their ability to sell those shares is subject to vesting requirements based on continued employment.
(3)	In February 2008, Mr. Cameron went on medical leave and Mr. Wygod began serving as HLTH’s Acting Chief Executive Officer, while also continuing as Chairman of the Board.
(4)	Mr. Cameron’s salary and bonus for 2008 reflect compensation for service prior to the medical leave that began in February 2008. Mr. Cameron has continued to serve as a member of the Board of Directors of HLTH and, in his capacity as a director, received a grant of options to purchase HLTH Common Stock in December 2008. See “— Grant of Plan Based Awards — Table” below for additional information, including the grant date fair value of these option awards under SFAS 123R.
(5)	For 2008, consists of: (a) $3,450 in company matching contributions under the HLTH 401(k) Plan; (b) $285 for company-paid supplemental disability insurance; (c) $360 for company-paid group term life insurance; (d) an automobile allowance of $8,308; (e) a $100 gift card (an incentive for employees who completed a WebMD Health Manager online questionnaire); and (f) $223,385 paid to him under HLTH’s short-term disability plan. For 2007, consists of: (a) $3,375 in company matching contributions under the HLTH 401(k) Plan; (b) $1,712 for company-paid supplemental disability insurance; (c) $540 for company-paid group term life insurance; and (d) an automobile allowance of $12,000. For 2006 consists of: (a) $3,300 in company matching contributions under the HLTH 401(k) Plan; (b) $1,712 for company-paid supplemental disability insurance; (c) $540 for company-paid group term life insurance; and (d) an automobile allowance of $12,000.
(6)	For each of 2008, 2007 and 2006, consists of: (a) $3,989 for company-paid supplemental disability insurance; and (b) $6,858 for company-paid group term life insurance.
(7)	For 2008, consists of: (a) $3,450 in company matching contributions under the HLTH 401(k) Plan; (b) $3,570 for company-paid supplemental disability insurance; (c) a $100 gift card (an incentive for employees who completed a WebMD Health Manager online questionnaire); and (d) $810 for company-paid group term life insurance. For 2007, consists of: (a) $3,338 in company matching contributions under the HLTH 401(k) Plan; (b) $3,570 for company-paid supplemental disability insurance; (c) $810 for company-paid group term life insurance; and (d) $88,545 for reimbursement of relocation costs plus $73,685 for reimbursement of amounts required to pay income taxes resulting from the payment for such relocation costs. For 2006, consists of: (a) $433 in company matching contributions under the HLTH 401(k) Plan; and (b) $93 for company-paid group term life insurance.
(8)	The information for 2006 reflects compensation beginning in mid-November 2006, when Mr. Funston joined our company.

26

(9)	See “— Background Information Regarding the Summary Compensation Table — WHC Supplemental Bonus Plan (SBP)” below for a description of contributions made to a Supplemental Bonus Trust on behalf of Mr. Gattinella for each of 2007 and 2008, but not reflected in this table since such contributions are subject to forfeiture during the periods covered by this table.
(10)	For 2008, consists of: (a) $3,450 in company matching contributions under the HLTH 401(k) Plan; (b) $3,986 for company-paid supplemental disability insurance; and (c) $2,322 for company-paid group term life insurance. For 2007, consists of: (a) $2,906 in company matching contributions under the HLTH 401(k) Plan; (b) $3,986 for company-paid supplemental disability insurance; and (c) $2,322 for company-paid group term life insurance. For 2006, consists of: (a) $3,085 in company matching contributions under the HLTH 401(k) Plan; (b) $3,986 for company-paid supplemental disability insurance; and (c) $1,242 for company-paid group term life insurance.
(11)	Mr. Lehrer left HLTH in July 2008 in connection with the consummation of the ViPS Sale. Mr. Lehrer’s salary and bonus for 2008 reflect compensation for service prior to his leaving our company. The amount reported for bonus in Column (d) consisted of (a) a retention bonus of $100,000, approved by the Compensation Committee near the beginning of the sale process relating to ViPS and payable 60 days after closing of a sale transaction; and (b) a success bonus of $150,000, determined at the discretion of the Compensation Committee following the completion of the ViPS Sale. For additional information, see “Employment Agreements with Named Executive Officers — Arthur Lehrer” below.
(12)	Consists of: (a) $5,227 in company matching contributions under the ViPS 401(k) Plan; (b) $972 for company-paid supplemental disability insurance; (c) a $100 gift card (an incentive for employees who completed a WebMD Health Manager online questionnaire); and (d) $1,288 for company-paid group term life insurance.
(13)	For each of 2008, 2007 and 2006, consists of: (a) $3,421 for company-paid supplemental disability insurance; (b) $1,242 for company-paid group term life insurance; and (c) an automobile allowance of $12,000.
(14)	Consists of: (a) $5,161 in company matching contributions under the Porex 401(k) Plan; (b) $2,536 for company-paid group term life insurance; (c) an automobile allowance of $14,400; and (d) $3,236 for country club dues.

Background Information Regarding the Summary Compensation Table

General.  The Summary Compensation Table above quantifies the amount or value of the different forms of compensation earned by or awarded to our Named Executive Officers and provides a dollar amount for total compensation for each year covered. All amounts reported in the Summary Compensation Table for Mr. Gattinella reflect compensation from WHC, except for amounts reflecting grants of HLTH Restricted Stock and options to purchase HLTH Common Stock which he received prior to WHC’s initial public offering and which continue to vest in accordance with their terms. The amounts reported in the Summary Compensation Table for our other Named Executive Officer reflect compensation from HLTH, except for amounts reflecting grants of WHC Restricted Stock and options to purchase WHC Class A Common Stock.

Employment Agreements.  Descriptions of the material terms of each Named Executive Officer’s employment agreement and related information is provided under “Employment Agreements with Named Executive Officers” below. The agreements provide the general framework and some of the specific terms for the compensation of the Named Executive Officers. Approval of the Compensation Committee is required prior to HLTH entering into employment agreements with its executive officers or amendments to those agreements. However, many of the decisions relating to compensation for a specific year made by the Compensation Committee (or, in the case of Mr. Gattinella, by the WHC Compensation Committee) are implemented without changes to the general terms of employment set forth in those agreements. For a discussion of the salary, bonus and equity compensation of our Named Executive Officers for 2008 and the decisions made by the Compensation Committee relating to 2008 compensation, see “Compensation Discussion and Analysis” above. In addition, the Named Executive Officers received the other benefits listed in Column (g) of the Summary Compensation Table and described in the related footnotes to the table.

WHC Supplemental Bonus Plan (SBP).  As more fully described in “— Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2008 — Supplemental Bonus Program (SBP)” above, the WHC Compensation Committee approved the contribution, in March 2008, to the Supplemental Bonus Trust of SBP Awards for certain WHC officers and employees, including a $135,000 contribution for Mr. Gattinella. In March 2009, the Supplemental Bonus Trust distributed the March 2008 SBP Awards, together with actual net interest earned on the respective amounts, to SBP participants and, at that time, Mr. Gattinella received $136,869. In order to receive the applicable payment from the Supplemental Bonus Trust, the SBP participant was required to be employed by WHC on March 1, 2009 (subject to limited

27

exceptions for death, disability, or certain terminations of employment in connection with a sale of a subsidiary, the closing of a business location or certain other position eliminations). Accordingly, the amount received from the Supplemental Bonus Trust by Mr. Gattinella in March 2009 is not reflected in the 2008 Summary Compensation Table, but would be reflected in next year’s Summary Compensation Table if he is a Named Executive Officer for 2009. In February 2009, the WHC Compensation Committee approved the contribution, in March 2009, to the Supplemental Bonus Trust of SBP Awards, including a $135,000 contribution for Mr. Gattinella. The Supplemental Bonus Trust will distribute the March 2009 SBP Awards, together with actual net interest earned on the respective amounts, to SBP participants as promptly as practicable following March 1, 2010 (but in no event later than 21/2 months following such date); provided, however, that in order to receive such payment, each SBP participant must continue to be employed by WHC on March 1, 2010 (subject to the limited exceptions described above). Except for Mr. Gattinella, no Named Executive Officer of HLTH has been an SBP participant.

Grants of Plan-Based Awards in 2008

Table.  The following table presents information regarding the equity incentive awards granted by HLTH and by WHC to our Named Executive Officers during 2008. Awards of HLTH equity are indicated with “(H)” in columns (d) and (e) and awards of WHC equity are indicated with “(W)” in those columns. The material terms of each grant are described under “— Additional Information Regarding HLTH Awards” and “— Additional Information Regarding WHC Awards” below.

(d)

(f)

All Stock

(e)

Exercise or

Awards:

All Option Awards:

Base Price of

(g)

(c)

Number of

Number of Securities

Option

Grant Date Fair Value of

(a)

(b)

Grant

Shares of Stock

Underlying Options

Awards

Stock and Option Awards

Name

Approval Date

Date

(#)

(#)

($/Sh)

($)

Kevin M. Cameron

12/10/08

12/10/08

—

40,000

(H)

9.46

113,744

Martin J. Wygod

12/01/08

12/01/08

240,000

(H)

480,000

(H)

8.49

3,262,560

12/10/08

12/10/08

60,000

(W)

240,000

(W)

23.61

3,842,784

Mark D. Funston

12/10/08

12/10/08

12,500

(H)

180,000

(H)

9.46

630,098

12/10/08

12/10/08

—

60,000

(W)

23.61

606,546

Wayne T. Gattinella

12/10/08

12/10/08

60,000

(W)

240,000

(W)

23.61

3,842,784

Arthur Lehrer

—

—

—

—

—

—

Charles A. Mele

12/10/08

12/10/08

32,500

(H)

300,000

(H)

9.46

1,160,530

William Midgette

12/10/08

12/10/08

10,000

(H)

100,000

(H)

9.46

378,960

Additional Information Regarding HLTH Awards.  Each option to purchase HLTH Common Stock granted to our Named Executive Officers during 2008 was granted pursuant to the 2000 Plan. All such grants were made with a per-share exercise price equal to the fair market value of a share of HLTH Common Stock on the grant date. For these purposes, and in accordance with the terms of the 2000 Plan and HLTH’s option grant practices, the fair market value is equal to the closing price of a share of Common Stock of HLTH on the Nasdaq Global Select Market on the grant date. Each such stock option granted to our Named Executive Officers in 2008 is subject to a four (4) year vesting schedule (with 25% vesting on each of the first four anniversaries of the grant date), other than the grant made on December 10, 2008 to Mr. Cameron, which has the same vesting schedule that applied to the grants made on that date to HLTH’s outside directors: 25% of the grant on the first anniversary of the date of grant and 1/48 of the grant on a monthly basis over the next three years (full vesting on the fourth anniversary of the date of grant). Once vested, each such stock option will generally remain exercisable until its normal expiration date. Each such stock option granted to our Named Executive Officers in 2008 has a term of 10 years. For information regarding the effect on the vesting and exercisability of these stock options of the death, disability or termination of employment of a Named Executive Officer or a change of control of HLTH or WHC, see “Potential Payments and Other Benefits Upon Termination of Employment or a Change in Control” and “Employment Agreements with Named Executive Officers” below. If a Named Executive Officer’s employment is terminated for cause, outstanding stock options (whether vested or unvested) would immediately terminate.

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Each award of HLTH Restricted Stock to our Named Executive Officers in 2008 represents an award of HLTH Common Stock that is subject to certain restrictions, including restrictions on transferability, and was made under, and is subject to the terms of, the 2000 Plan. The restrictions lapse in accordance with the terms of the award agreement. Holders of shares of HLTH Restricted Stock have voting power and the right to receive dividends, if any, that are declared on those shares. All the grants of HLTH Restricted Stock made in 2008 to the Named Executive Officers are subject to a 3 year vesting schedule, with one-third vesting on each of the first three anniversaries of the date of grant, other than the grant made to Mr. Wygod on December 1, 2008, which is subject to a 4 year vesting schedule, with one-quarter vesting on each of the first four anniversaries of the date of grant. For information regarding the effect on vesting of HLTH Restricted Stock of the death, disability or termination of employment of a Named Executive Officer or a change of control of HLTH, see “Potential Payments and Other Benefits Upon Termination of Employment or a Change in Control” below. If a Named Executive Officer’s employment is terminated for cause, unvested shares of HLTH Restricted Stock are forfeited.

The 2000 Plan is administered by the Compensation Committee of the HLTH Board. The HLTH Compensation Committee has authority to interpret the plan provisions and make all required determinations under the 2000 Plan. This authority includes making required proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as reorganizations, mergers and stock splits, and making provision to ensure that any tax withholding obligations incurred in respect of awards are satisfied. Awards granted under the 2000 Plan are generally transferable only to a beneficiary of a Plan participant upon his or her death or to certain family members or family trusts. However, the Committee may establish procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable laws.

For information regarding shares available for grant under HLTH’s equity compensation plans, as of the end of 2008, see “Equity Compensation Plan Information” in Item 12 below.

Additional Information Regarding WHC Awards.  Each option to purchase WHC Class A Common Stock granted to our Named Executive Officers was granted pursuant to the WHC 2005 Plan and was part of a broad-based grant to most of WHC’s employees made on December 10, 2008, following an increase in the number of shares available for grant under the WHC 2005 Plan approved at the WHC 2008 Annual Meeting of Stockholders. All such grants were made with a per-share exercise price equal to the fair market value of a share of WHC Class A Common Stock on the grant date. For these purposes, and in accordance with the terms of the WHC 2005 Plan and WHC’s option grant practices, the fair market value is equal to the closing price of a share of WHC Class A Common Stock on the Nasdaq Global Select Market on the grant date. The vesting schedule for each of the stock options in the December 2008 grant to employees is as follows: 25% on March 31 of each of 2010 through 2013. This vesting schedule, which differs from the standard vesting scheduled used by WHC (25% on the first four anniversaries of grant), was designed so that the initial vesting would be six months after the last vesting of the grants made in connection with WHC’s initial public offering. Once vested, each such stock option will generally remain exercisable until its normal expiration date. Each such stock option has a term of 10 years. For information regarding the effect on the vesting and exercisability of these stock options of the death, disability or termination of employment of a Named Executive Officer or a change in control of WHC or HLTH, see “Potential Payments and Other Benefits Upon Termination of Employment or a Change in Control” and “Employment Agreements with Named Executive Officers” below. If a Named Executive Officer’s employment is terminated for cause, outstanding stock options (whether vested or unvested) would immediately terminate.

Each award of WHC Restricted Stock to our Named Executive Officers in 2008 represents an award of WHC Class A Common Stock that is subject to certain restrictions, including restrictions on transferability, and was made under, and is subject to the terms of, the WHC 2005 Plan. The restrictions lapse in accordance with the terms of the award agreement. Holders of shares of WHC Restricted Stock have voting power and the right to receive dividends, if any, that are declared on those shares. The vesting schedule for these grants of WHC Restricted Stock is 25% on March 31 of each of 2010 through 2013, the same as for the options granted by WHC on the date (the reason for which is discussed above). For information regarding the effect on vesting of WHC Restricted Stock of the death, disability or termination of employment of a Named Executive Officer or a change of control of WHC or HLTH, see “Potential Payments and Other Benefits Upon Termination of

29

Employment or a Change in Control” below. If a Named Executive Officer’s employment is terminated for cause, unvested shares of WHC Restricted Stock are forfeited.

The WHC 2005 Plan is administered by the Compensation Committee of the WHC Board. The WHC Compensation Committee has authority to interpret the plan provisions and make all required determinations under the WHC 2005 Plan. This authority includes making required proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as reorganizations, mergers and stock splits, and making provision to ensure that any tax withholding obligations incurred in respect of awards are satisfied. Awards granted under the WHC 2005 Plan are generally transferable only to a beneficiary of a Plan participant upon his or her death or to certain family members or family trusts. However, the WHC Compensation Committee may establish procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable laws.

Outstanding Equity Awards at End of 2008

The following table presents information regarding the outstanding equity awards held by each Named Executive Officer as of December 31, 2008, including the vesting dates for the portions of these awards that had not vested as of that date. Awards of HLTH equity are indicated with “(H)” at the beginning of column (b) in the table and awards of WHC equity are indicated with “(W)” at the beginning of that column.

(a)	(b)				(c)			(d)		(e)		(f)		(g)			(h)		(i)
	Option Awards(1)											Stock Awards(2)
					Number of														Market
					Securities									Number of					Value of
	Number of Securities				Underlying									Shares of					Shares of
	Underlying Unexercised				Unexercised			Option						Stock That			Stock		Stock That
	Options				Options			Exercise		Option		Option		Have Not			Award		Have Not
	(#)				(#)			Price		Grant		Expiration		Vested			Grant		Vested
Name	Exercisable				Unexercisable			($)		Date		Date		(#)			Date		($)(3)
Kevin M. Cameron		(H	)	—		40,000	(8)		9.46		12/10/08		12/10/18		—			—		—
		(H	)	540,000		360,000	(4)		11.86		10/23/06		10/23/16		120,000	(4)		10/23/06		1,255,200
		(W	)	6,750		13,750	(6)		17.50		9/28/05		9/28/15		—			—		—
		(H	)	1,155,000		345,000	(5)		6.99		10/01/04		10/01/14		63,250	(5)		10/01/04		661,595
		(H	)	200,000		—			8.59		3/17/04		3/17/14		—			—		—
		(H	)	87,168		—			3.43		9/20/01		9/20/11		—			—		—
		(H	)	200,000		—			12.75		8/21/00		8/21/10		—			—		—
		(H	)	125,000		—			11.55		6/05/00		6/05/10		—			—		—
		(H	)	325,000		—			17.55		4/04/00		4/04/10		—			—		—
		(H	)	625,000		—			12.21		4/04/00		4/04/10		—			—		—
Martin J. Wygod		(W	)	—		240,000	(9)		23.61		12/10/08		12/10/18		60,000	(9)		12/10/08		1,415,400
		(H	)	—		480,000	(6)		8.49		12/01/08		12/01/18		240,000	(6)		12/01/08		2,510,400
		(H	)	540,000		360,000	(4)		11.86		10/23/06		10/23/16		120,000	(4)		10/23/06		1,255,200
		(H	)	175,000		300,000	(6)		8.77		1/27/06		1/27/16		50,000	(7)		1/27/06		523,000
		(W	)	165,000		55,000	(6)		17.50		9/28/05		9/28/15		13,750	(6)		9/28/05		324,363
		(H	)	3,000,000		—			12.75		8/21/00		8/21/10		—			—		—
		(H	)	585,000		—			13.85		6/15/99		6/15/09		—			—		—
		(H	)	25,000		—			22.90		7/01/98		7/01/13		—			—		—
		(H	)	25,000		—			15.50		7/01/97		7/01/12		—			—		—
		(H	)	25,000		—			14.80		7/01/96		7/01/11		—			—		—
		(H	)	25,000		—			10.00		7/03/95		7/03/10		—			—		—
Mark D. Funston		(H	)	—		180,000	(6)		9.46		12/10/08		12/10/18		12,500	(7)		12/10/08		130,750
		(W	)	—		60,000	(9)		23.61		12/10/08		12/10/18		—			—		—
		(H	)	90,000		90,000	(6)		11.60		11/13/06		11/13/16		30,000	(6)		11/13/06		313,800
Wayne T. Gattinella		(W	)	—		240,000	(9)		23.61		12/10/08		12/10/18		60,000	(9)		12/10/08		1,415,400
		(W	)	165,000		55,000	(6)		17.50		9/28/05		9/28/15		13,750	(6)		9/28/05		324,363
		(H	)	250,000		—			8.59		3/17/04		3/17/14		—			—		—
		(H	)	204,881		—			4.81		8/20/01		8/20/11		—			—		—
Arthur Lehrer				—		—			—		—		—		—			—		—

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(a)	(b)				(c)			(d)		(e)		(f)		(g)			(h)		(i)
	Option Awards(1)											Stock Awards(2)
					Number of														Market
					Securities									Number of					Value of
	Number of Securities				Underlying									Shares of					Shares of
	Underlying Unexercised				Unexercised			Option						Stock That			Stock		Stock That
	Options				Options			Exercise		Option		Option		Have Not			Award		Have Not
	(#)				(#)			Price		Grant		Expiration		Vested			Grant		Vested
Name	Exercisable				Unexercisable			($)		Date		Date		(#)			Date		($)(3)
Charles A. Mele		(H	)	—		300,000	(6)		9.46		12/10/08		12/10/18		32,500	(7)		12/10/08		339,950
		(H	)	180,000		120,000	(4)		11.86		10/23/06		10/23/16		40,000	(4)		10/23/06		418,400
		(W	)	33,000		11,000	(6)		17.50		9/28/05		9/28/15		—			—		—
		(H	)	250,000		—			8.59		3/17/04		3/17/14		—			—		—
		(H	)	110,000		—			3.43		9/20/01		9/20/11		—			—		—
		(H	)	200,000		—			12.75		8/21/00		8/21/10		—			—		—
		(H	)	625,000		—			11.55		6/05/00		6/05/10		—			—		—
		(H	)	97,500		—			34.23		10/04/99		10/04/09		—			—		—
		(H	)	187,500		—			18.20		10/04/99		10/04/09		—			—		—
		(H	)	208,000		—			13.85		6/15/99		6/15/09		—			—		—
William Midgette		(H	)	—		100,000	(6)		9.46		12/10/08		12/10/18		10,000	(7)		12/10/08		104,600
		(H	)	250,000		—			8.59		3/17/04		3/17/14		—			—		—
		(H	)	60,000		—			5.92		8/19/02		8/19/12		—			—		—

(1)	Each stock option grant reported in the table above was granted under, and is subject to, our 2000 Plan, our 1996 Stock Plan, WHC’s 2005 Plan or another plan or agreement that contains substantially the same terms. The option expiration date shown in Column (f) above is the normal expiration date, and the last date that the options may be exercised. For each Named Executive Officer, the unexercisable options shown in Column (c) above are also unvested. Unvested options are generally forfeited if the Named Executive Officer’s employment terminates, except to the extent otherwise provided in an employment agreement. For information regarding the effect on vesting of options on the death, disability or termination of employment of a Named Executive Officer or a change in control of HLTH, see “Potential Payments and Other Benefits Upon Termination of Employment or a Change in Control” below. If a Named Executive Officer’s employment is terminated by HLTH for cause, options (including the vested portion) are generally forfeited. The exercisable options shown in Column (b) above, and any unexercisable options shown in Column (c) above that subsequently become exercisable, will generally expire earlier than the normal expiration date if the Named Executive Officer’s employment terminates, except as otherwise specifically provided in the Named Executive Officer’s employment agreement. For a description of the material terms of the Named Executive Officer’s employment agreements, see “Employment Agreements with Named Executive Officers” below.
(2)	Unvested shares of restricted stock are generally forfeited if the Named Executive Officer’s employment terminates, except to the extent otherwise provided in an employment agreement. The stock awards held by some of our Named Executive Officers are subject to accelerated or continued vesting in connection with a change in control of HLTH or WHC, as the case may be, and upon certain terminations of employment, as described below in more detail under “Employment Agreements with Named Executive Officers” and “Potential Payments and Other Benefits Upon Termination of Employment or a Change in Control.” Except as otherwise indicated in those sections, unvested stock awards will generally be forfeited if a Named Executive Officer’s employment terminates.
(3)	The market or payout value of stock awards reported in Column (i) is computed by multiplying the number of shares of stock reported in Column (g) by (A) $10.46, the closing market price of HLTH Common Stock on December 31, 2008 (the last trading day of 2008), for HLTH Restricted Stock, or (B) $23.59, the closing market price of WHC Class A Common Stock on that date, for WHC Restricted Stock.
(4)	Vesting schedule is: 27% of the original amount granted on first anniversary of the date of the grant, 33% on second anniversary and 40% on third anniversary.
(5)	Vesting schedule is: 17% of the original amount granted on first anniversary of the date of the grant, 18.5% on second anniversary, 20% on third anniversary; 21.5% on fourth anniversary; and 23% on fifth anniversary.
(6)	Vesting schedule is: 25% of the original amount granted on each of first, second, third and fourth anniversaries of the date of the grant.
(7)	Vesting schedule is: 1/3 of the original amount granted on each of the first, second and third anniversaries of the date of grant.
(8)	Vesting schedule is: 1/4 of the original amount granted on first anniversary of the grant and 1/48 of the original amount granted on a monthly basis over the next three years (full vesting on the fourth anniversary of the date of grant).
(9)	Vesting schedule is: 25% of the original amount granted on March 31 of each of 2010, 2011, 2012 and 2013.

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Option Exercises and Stock Vested in 2008

The following table presents information regarding the exercise of options to purchase HLTH Common Stock and options to purchase WHC Class A Common Stock by our Named Executive Officers during 2008, and regarding the vesting during 2008 of HLTH Restricted Stock and WHC Restricted Stock previously granted to our Named Executive Officers. Amounts with respect to HLTH equity are noted with an “H” and amounts with respect to WHC equity are noted with a “W.”

	Option Awards				Stock Awards
	Number of				Number of
	Shares				Shares
	Acquired		Value Realized		Acquired on			Value Realized
	on Exercise		on Exercise		Vesting			on Vesting
Name	(#)		($)(1)		(#)			($)(2)
(a)	(b)		(c)		(d)			(e)
Kevin M. Cameron		34,500W		419,676W		158,125	H		1,477,369	H
Martin J. Wygod		—		—		149,000	H		1,379,760	H
						13,750	W		450,313	W
									1,830,073
Mark D. Funston		—		—		15,000	H		127,950	H
Wayne T. Gattinella		35,000H		125,526H		13,750	W		450,313	W
Arthur Lehrer		212,500H		625,006H		26,667	H		316,404	H
Charles A. Mele		—		—		33,000	H		271,920	H
William Midgette		—		—		—			—

(1)

The dollar amounts shown in Column (c) above for option awards are determined by multiplying (i) the number of shares of HLTH Common Stock or WHC Class A Common Stock to which the exercise of the option related, by (ii) the difference between (1) the per-share closing price of HLTH Common Stock or WHC Class A Common Stock on the date of exercise (or, for any shares sold on the date of exercise, the actual sale price received) and (2) the exercise price of the options.

(2)

The dollar amounts shown in Column (e) above for stock awards are determined by multiplying the number of shares that vested by the per-share closing price of HLTH Common Stock or WHC Class A Common Stock on the vesting date.

Potential Payments and Other Benefits Upon Termination of Employment or a Change in Control

Background and Assumptions.  In this section, we provide tables containing estimates of amounts that may become payable to our Named Executive Officers under their employment agreements as a result of a termination of employment under specific circumstances, as well as estimates regarding the value of other benefits they may become entitled to receive as a result of such termination. No table is provided for Mr. Lehrer, who is no longer an executive officer of HLTH. Instead, we have included a description of the compensation that he actually received after he left HLTH in connection with the ViPS Sale. For a general discussion of matters relating to compensation that may become payable by HLTH after termination of employment or a change in control, see “Compensation Discussion and Analysis — Compensation Following Termination of Employment or a Change in Control” above and for a detailed description of the applicable provisions of the employment agreements of our Named Executive Officers, see “Employment Agreements with Named Executive Officers” below. As prescribed by applicable SEC rules, in estimating the amount of any potential payments to Named Executive Officers under their employment agreements and the value of other benefits they may become entitled to receive, we have assumed that the applicable triggering event (i.e., termination of employment or change in control) occurred on December 31, 2008, that the price per share of HLTH Common Stock is $10.46 (the closing price per share on December 31, 2008, the last trading day in 2008); and that the price per share of WHC Class A Common Stock is $23.59 (the closing price per share on December 31, 2008). We have also treated the right to continue to vest in options as being accelerated to December 31, 2008 for purposes of this disclosure only.

If the benefits payable to Mr. Cameron, Mr. Mele, or Mr. Wygod in connection with a change in control would be subject to the excise tax imposed under Section 280G of the Internal Revenue Code of 1986 (“Section 280G”), HLTH has agreed to make an additional payment to the executive so that the net amount of

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such payment (after taxes) that such individual receives is sufficient to pay the excise tax due. In the tables below, we have calculated the Section 280G excise tax on the basis of IRS regulations and Rev. Proc. 2003-68 and have assumed that the Named Executive Officer’s outstanding equity awards would be accelerated and terminated in exchange for a cash payment upon the change in control. The value of this acceleration (and thus the amount of the additional payment) would be slightly higher if the accelerated awards were assumed by the acquiring company rather than terminated upon the transaction. For purposes other than calculating the Section 280G excise tax, we have calculated the value of any option or stock award that may be accelerated in connection with a change in control to be the amount the holder can realize from such award as of December 31, 2008: for options, that is the market price of the shares that would be received upon exercise, less the applicable exercise price; and for restricted stock, that is the market value of the shares that would vest. We have also assumed that they have no accrued and unused vacation at December 31, 2008.

Mr. Lehrer left HLTH in July 2008 in connection with the consummation of the ViPS Sale. Mr. Lehrer’s employment agreement with ViPS had been amended in March 2008, in connection with the ViPS divestiture process, to provide enhanced severance benefits and acceleration of equity upon a change in control of ViPS. As contemplated by the March 2008 amendment, Mr. Lehrer received the following in connection with his departure from HLTH: (i) a retention bonus of $100,000, payable 60 days after the closing of the ViPS Sale; (ii) a success bonus of $150,000 (the amount of which was determined by the HLTH Compensation Committee, in its discretion, following the closing of the ViPS Sale); (iii) accelerated vesting, on the closing date of the ViPS Sale, of 13,334 shares of HLTH Restricted Stock that were scheduled to vest between the closing date and June 6, 2009 (with an aggregate value of $152,140 on the closing date); and (d) accelerated vesting, on the closing date of the ViPS Sale, of options to purchase 78,750 shares of HLTH Common Stock that were scheduled to vest between the closing date and June 6, 2009 (with an aggregated realized value on the date of exercise of $156,250). For additional information, see “— Compensation Discussion and Analysis — Compensation Following Termination of Employment or a Change in Control — Application in 2008 — Mr. Lehrer” above.

Tables.  The tables below set forth estimates (rounded to the nearest $1,000), based on assumptions described above and in the footnotes to the tables, of the potential payments and the potential value of other benefits applicable to each Named Executive Officer, other than Mr. Lehrer (who left HLTH in July 2008 in connection with the ViPS Sale), upon the occurrence of specified termination or change in control triggering events. The terms used in the tables have the meanings given to them in each such Named Executive Officer’s employment agreement and described below under “Employment Agreements with Named Executive Officers.” In addition, the amounts set forth in each table reflect the following:

•  In the column entitled “Permanent Disability or Death,” the amounts reflect both provisions in those employment agreements and the fact that HLTH’s and WHC’s equity plans generally provide for acceleration of vesting of awards in the event of a termination of employment as a result of death or disability.

•  Under their employment agreements, Messrs. Cameron, Mele and Wygod are eligible to continue to participate in certain of our health and welfare plans (or comparable plans) for a specified period and Messrs. Funston, Gattinella and Midgette are eligible to receive payment for their COBRA premiums for a specified period. In the row entitled “Health and Welfare Benefits Continuation,” the amounts are based upon the current average cost to HLTH of these benefits per employee and are net of amounts that the executives would continue to be responsible for. We have not made any reduction in the amounts in this row to reflect the fact that the obligation to continue benefits ceases in the event the executive becomes eligible for comparable coverage with a subsequent employer.

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Kevin M. Cameron, Chief Executive Officer

																		Termination of
																		Employment
				Voluntary														without
				Termination in														“Cause” or for
				Connection											Involuntary			“Good Reason”
	Voluntary			with a			Other			Permanent			Involuntary		Termination			Following a
	Termination for			“Change in			Voluntary			Disability			Termination		without			“Change in
Executive Benefits and Payments	“Good Reason”			Control”(1)			Termination			or Death			for “Cause”		“Cause”			Control”
Cash Severance		2,500,000	(2)		4,060,000			520,000	(3)		2,500,000	(2)		-0-		2,500,000	(2)		4,060,000
Stock Options		1,281,000			1,321,000	(4)		-0-			1,321,000			-0-		1,281,000			1,321,000	(4)
Restricted Stock		1,917,000			1,917,000			-0-			1,917,000			-0-		1,917,000			1,917,000
Health and Welfare Benefits Continuation		38,000			38,000			-0-			38,000			-0-		38,000			38,000
280G Tax Gross-Up(5)		-0-			-0-			-0-			-0-			-0-		-0-			-0-
Other		-0-			-0-			-0-			-0-			-0-		-0-			-0-
TOTAL		5,736,000			7,336,000			520,000			5,776,000			-0-		5,736,000			7,336,000

(1)	Mr. Cameron may resign from his employment upon 30 days notice after 11 months following a Change in Control of HLTH and receive the benefits as if he was terminated without Cause or for Good Reason following a Change in Control (3 years of salary and bonus, plus the bonus for the year of termination). He may not unilaterally resign without Good Reason prior to such date and receive these benefits. However, for purposes of calculating the amounts included in the column for “Voluntary Termination in Connection with Change in Control” we treat such resignation as occurring on December 31, 2008 and assume that the requirement for the transition period has been met.
(2)	Represents 3 years of salary and an annual bonus for 2008. We have assumed, solely for purposes of preparing this table, that the amount of such annual bonus is $520,000 (based on what was actually paid for 2007, the year prior to the year of the assumed termination). Mr. Cameron’s actual bonus for 2008 was $250,000. See Note 4 to the Summary Compensation Table, above.
(3)	Mr. Cameron is entitled to receive his annual bonus (if any) so long as he remains employed through December 31 of the applicable year. Solely for purposes of preparing this table, we have assumed that the amount of such bonus is $520,000, the actual amount of the annual bonus paid to him for 2007 (the year prior to the year of the assumed termination).
(4)	The option to purchase HLTH Common Stock granted to Mr. Cameron on December 10, 2008 is governed by the same terms as the grants made to HLTH’s Non-Employee Directors. Accordingly, the vesting of this grant will automatically accelerate upon a Change in Control.
(5)	We have assumed, solely for purposes of preparing this table, that 50% of the salary continuation portion of the severance (for up to 2 years) constitutes “reasonable compensation” for the restrictive covenants to which the executive is bound following the termination of employment. In addition, the portion of the cash severance attributable to his bonus for 2008 is excluded from the calculation as “reasonable compensation” for services rendered during such year. Accordingly, we have not treated that portion of the salary continuation or the 2008 bonus amount as a parachute payment for purposes of Section 280G. Such assumption may change at the time of an actual change in control.

Martin J. Wygod, Chairman of the Board and Acting Chief Executive Officer

													Termination of
													Employment
			Voluntary										without
			Termination in										“Cause” or for
	Voluntary		Connection								Involuntary		“Good Reason”
	Termination		with a		Other		Permanent		Involuntary		Termination		Following a
	for “Good		“Change in		Voluntary		Disability or		Termination		without		“Change in
Executive Benefits and Payments(1)	Reason”		Control”		Termination		Death		for “Cause”		“Cause”		Control”
Cash Severance(2)		5,258,000		5,258,000		-0-		5,258,000		-0-		5,258,000		5,258,000
Stock Options		1,788,000		1,788,000		-0-		1,788,000		-0-		1,788,000		1,788,000
Restricted Stock		6,028,000		6,028,000		-0-		6,028,000		-0-		6,028,000		6,028,000
Health and Welfare Benefits Continuation		38,000		38,000		-0-		38,000		-0-		38,000		38,000
280G Tax Gross-Up(3)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Other		-0-		-0-		-0-		-0-		-0-		-0-		-0-
TOTAL		13,112,000		13,112,000		-0-		13,112,000		-0-		13,112,000		13,112,000

(1) If there is a Change in Control of WHC only (and not HLTH) or if Mr. Wygod resigns as a result of a material reduction in his title or responsibilities by WHC, WHC’s only obligation relates to vesting and exercisability of the WHC equity grants made to him. If

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	either of such events occurred on December 31, 2008, he would have received an aggregate value of $1,740,000 representing WHC accelerated restricted stock and $335,000 representing WHC accelerated options.
(2)	Represents salary and bonus for three years as well as a bonus for the year of termination (the bonus is determined by averaging bonus amounts for the prior three years). Mr. Wygod is required to provide certain consulting services during the period he is receiving severance payments, but at no more than 20% of the level he provided in the three year period prior to the date of termination.
(3)	We have assumed, solely for purposes of preparing this table, that the salary continuation portion of the severance and the bonus for the year of termination are the only portion of the benefits that constitutes “reasonable compensation” for the consulting services required of Mr. Wygod, the restrictive covenants to which the executive is bound following the termination of employment and the services rendered for 2008. Accordingly, we have not treated the salary continuation portion and such bonus as a parachute payment for purposes of Section 280G. Such assumption may change at the time of an actual change in control.

Mark D. Funston, Executive VP and Chief Financial Officer

													Termination of
			Voluntary										Employment
			Termination in										without
	Voluntary		Connection								Involuntary		“Cause”
	Termination		with a		Other		Permanent		Involuntary		Termination		Following a
Executive Benefits and	for “Good		“Change in		Voluntary		Disability or		Termination		without		“Change in
Payments	Reason”		Control”		Termination		Death		for “Cause”		“Cause”		Control”
Cash Severance(1)		-0-		-0-		-0-		750,000		-0-		750,000		750,000
Stock Options		-0-		-0-		-0-		180,000		-0-		-0-		-0-
Restricted Stock		-0-		-0-		-0-		445,000		-0-		314,000		314,000
Health and Welfare Benefits Continuation		-0-		-0-		-0-		21,000		-0-		21,000		21,000
280G Tax Gross-Up		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Other		-0-		-0-		-0-		-0-		-0-		-0-		-0-
TOTAL		-0-		-0-		-0-		1,396,000		-0-		1,085,000		1,085,000

(1) $750,000 represents two years of salary.

Wayne T. Gattinella, Chief Executive Officer and President of WebMD

														Termination of
														Employment
														without
			Voluntary											“Cause” or
			Termination in											for “Good
			Connection									Involuntary		Reason”
	Voluntary		with a		Other		Permanent			Involuntary		Termination		Following a
	Termination for		“Change in		Voluntary		Disability			Termination		without		“Change in
Executive Benefits and Payments	“Good Reason”		Control”(1)		Termination		or Death			for “Cause”		“Cause”		Control”
Cash Severance(2)		830,000		-0-		-0-		135,000	(3)		-0-		830,000		830,000
Stock Options		335,000		335,000		-0-		335,000			-0-		335,000		335,000
Restricted Stock		-0-		708,000		-0-		1,740,000			-0-		-0-		708,000
Health and Welfare Benefits Continuation		18,000		-0-		-0-		-0-			-0-		18,000		18,000
280G Tax Gross-Up		-0-		-0-		-0-		-0-			-0-		-0-		-0-
Other		-0-		-0-		-0-		-0-			-0-		-0-		-0-
TOTAL		1,183,000		1,043,000		-0-		2,210,000			-0-		1,183,000		1,891,000

(1)

In the event of a Change in Control of WHC, the unvested portion of the options granted to Mr. Gattinella at the time of WHC’s initial public offering would continue to vest until the next vesting date following the Change in Control, so long as he remains employed for 6 months following the Change in Control. In addition, in the event of a Change in Control of either WHC or HLTH, the December 2008 option and restricted stock awards will continue to vest through the second anniversary of the Change in Control so long as he remains employed for one year following the Change in Control. However, for purposes of calculating the amounts included in the column entitled “Voluntary Termination in Connection with Change in Control” we treat such resignation as occurring on December 31, 2008 and assume that the requirement for the applicable transition period has been met.

(2)

Represents one year of salary and an annual bonus for 2008. We have assumed, solely for purposes of this table, that the amount of the annual bonus used for calculating the amounts in this line of the table, is $270,000, the amount of Mr. Gattinella’s actual cash

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	bonus for 2007 (the year prior to the year of the assumed termination) together with the amount contributed on his behalf to the WHC Supplemental Bonus Trust (for additional information, see “— Summary Compensation Table — WHC Supplemental Bonus Plan (SBP)” above).
(3)	Represents the amount contributed on Mr. Gattinella’s behalf to the WHC Supplemental Bonus Trust, which would be paid to him in the event of a termination of his employment as a result of disability.

Charles A. Mele, Executive VP, General Counsel and Secretary

																	Termination of
																	Employment
																	without
				Voluntary													“Cause” or
				Termination													for “Good
	Voluntary			in Connection										Involuntary			Reason”
	Termination			with a			Other		Permanent			Involuntary		Termination			Following a
	for “Good			“Change in			Voluntary		Disability			Termination		without			“Change in
Executive Benefits and Payments	Reason”			Control”(1)			Termination		or Death			for “Cause”		“Cause”			Control”
Cash Severance		2,491,000	(2)		2,491,000	(2)		-0-		2,491,000	(2)		-0-		2,491,000	(2)		2,491,000
Stock Options		142,000			367,000			-0-		367,000			-0-		142,000			367,000
Restricted Stock		418,000			758,000			-0-		758,000			-0-		418,000			758,000
Health and Welfare Benefits Continuation		72,000			72,000			-0-		72,000			-0-		72,000			72,000
280G Tax Gross-Up(3)		-0-			-0-			-0-		-0-			-0-		-0-			-0-
Other		-0-			-0-			-0-		-0-			-0-		-0-			-0-
TOTAL		3,123,000			3,688,000			-0-		3,688,000			-0-		3,123,000			3,688,000

(1)	Mr. Mele may resign from his employment after 6 months following a Change in Control of HLTH and receive the same benefits as if he was terminated without Cause or for Good Reason following a Change in Control (salary and bonus for three years and full vesting of then outstanding equity grants, including grants from WHC). He may not unilaterally resign without Good Reason prior to such date and receive these benefits. However, for purposes of calculating the amounts included in the column for “Voluntary Termination in Connection with a Change in Control” we treat such resignation as occurring on December 31, 2008 and assume that the 6 month transition period requirement has been met.
(2)	Represents 3 years of salary and 3 years of annual bonuses, plus an annual bonus for 2008. We have assumed, solely for purposes of preparing this table, that the amount of such annual bonus is $233,000 (based on what was actually paid for 2007, the year prior to the year of the assumed termination).
(3)	We have assumed, solely for purposes of preparing this table, that 50% of the salary continuation portion of the severance (for up to 2 years) constitutes “reasonable compensation” for the restrictive covenants to which the executive is bound following the termination of employment. In addition, the portion of the cash severance attributable to his bonus for 2008 is excluded from the calculation as “reasonable compensation” for services rendered during such year. Accordingly, we have not treated that portion of the salary continuation or the 2008 bonus amount as a parachute payment for purposes of Section 280G. Such assumption may change at the time of an actual change in control.

William Midgette, CEO of Porex

													Termination of
			Voluntary										Employment
			Termination										without
	Voluntary		in Connection								Involuntary		“Cause”
	Termination		with a		Other		Permanent		Involuntary		Termination		Following a
	for “Good		“Change in		Voluntary		Disability		Termination		without		“Change in
Executive Benefits and Payments	Reason”		Control”		Termination		or Death		for “Cause”		“Cause”		Control”(1)
Cash Severance		300,000		-0-		-0-		-0-		-0-		300,000		700,000	(2)
Stock Options		-0-		-0-		-0-		100,000		-0-		-0-		25,000	(3)
Restricted Stock		-0-		-0-		-0-		105,000		-0-		-0-		35,000	(3)
Health and Welfare Benefits Continuation		-0-		-0-		-0-		-0-		-0-		-0-		20,000
280G Tax Gross-Up		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Other		-0-		-0-		-0-		-0-		-0-		-0-		-0-
TOTAL		300,000		-0-		-0-		205,000		-0-		300,000		780,000

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(1)	As discussed in Note 3 to the Consolidated Financial Statements included in this Annual Report, HLTH is involved in a divestiture process relating to Porex. Mr. Midgette’s employment agreement contains certain provisions in contemplation of that divestiture. Accordingly, for purposes of this column, “Change in Control” is treated as being a change in control at the Porex level, rather than of HLTH. Mr. Midgette is not entitled to any additional payments or benefits in connection with a change in control of HLTH.
(2)	Represents two years of base salary plus retention bonuses of $100,000, to the extent not previously paid.
(3)	Represents the first vesting of the HLTH equity grant to Mr. Midgette on December 10, 2008.

Employment Agreements with Named Executive Officers

The following are summaries of the employment agreements with our Named Executive Officers. The agreements provide the general framework and some of the specific terms for the compensation of the Named Executive Officers. Approval of the Compensation Committee is required prior to HLTH entering into employment agreements with its executive officers or any amendments to those agreements. However, many of the decisions relating to the compensation of our Named Executive Officers for a specific year made by the Compensation Committee (or, in the case of Mr. Gattinella, by the WHC Compensation Committee) are implemented without changes to the general terms of employment set forth in those agreements. With respect to 2008, those decisions and their implementation are discussed earlier in this “Executive Compensation” section.

Kevin M. Cameron

We are party to an employment agreement with Kevin M. Cameron entered into in September 2004, at the time he was elected by the Board to be our Chief Executive Officer, and amended on each of February 1, 2006 and December 16, 2008. The following is a description of Mr. Cameron’s employment agreement, as amended:

•  The agreement provides for an employment period through September 23, 2009, provided that a notice of non-renewal by HLTH will be treated as a termination without cause and have the consequences described below.

•  The agreement provides for an annual base salary of $660,000 and an annual bonus of up to 100% of base salary. For the portion of 2008 prior to Mr. Cameron’s medical leave (which began in mid-February), Mr. Cameron received a bonus of $250,000, an amount that was determined by the Compensation Committee in its discretion. Mr. Cameron is eligible for a bonus so long as he is employed on December 31 of the applicable year. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2008 — Application of Compensation Policies to Individual Named Executive Officers” above. For information regarding Mr. Cameron’s equity compensation, see the “Executive Compensation Tables” above.

•  In the event of the termination of Mr. Cameron’s employment by us without “Cause” or by Mr. Cameron for “Good Reason,” prior to a “Change in Control” (as those terms are described below), he would be entitled to:

–  continue to receive his base salary at the rate in effect at the time of termination for a period of three years; and

–  continue to participate in our benefit plans (or comparable plans) during the severance period (or if earlier, until he is eligible for comparable benefits).

In addition: (i) all options to purchase HLTH Common Stock and all HLTH Restricted Stock granted to Mr. Cameron at or prior to October 1, 2004 would remain outstanding and continue to vest, and would otherwise be treated as if Mr. Cameron remained employed by HLTH through the three year period that his salary is continued; and (ii) the portion of the options to purchase WHC Class A Common Stock granted to Mr. Cameron by WHC on September 28, 2005 that would have vested on the next vesting date following the date of termination will vest on the date of termination and the vested portion of those options will remain exercisable for 90 days plus an additional period of 21/2 months or, if longer, through the remainder of the calendar year during which the termination occurred, but not

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beyond the expiration of the original 10 year term (we refer to this period of extension as the “Permitted 409A Extension Period”). In addition, pursuant to the applicable award agreement, the option to purchase HLTH Common Stock granted to Mr. Cameron on October 23, 2006 would remain outstanding and continue to vest until the next vesting date, and the next vesting of the HLTH Restricted Stock grant made on the same date would accelerate to the date of termination.

•  For purposes of the employment agreement: (a) “Cause” includes (i) any willful misconduct relating, directly or indirectly, to HLTH or any of its affiliates, that remains uncured, if susceptible to cure, after 30 days following written notice from HLTH detailing such misconduct; (ii) any breach of any material provision contained in the employment agreement or any material policy, which breach remains uncured, if susceptible to cure, after 30 days following written notice from HLTH detailing such breach, or (iii) conviction of a felony or crime involving moral turpitude; and (b) “Good Reason” includes any of the following which remains uncured 30 days after written notice is provided to HLTH: (i) HLTH’s material breach of the employment agreement, (ii) a material demotion of his position, and (iii) required relocation from his present residence or a requirement that he commute, on a regular basis, to HLTH’s headquarters and such headquarters is outside of the New York City metropolitan area.

•  For purposes of the employment agreement:

–  a “Change in Control” of HLTH includes (i) a change in the majority of the Board of Directors of HLTH without the consent of the incumbent directors, (ii) any person or entity becoming the beneficial owner of 25% or more of the voting shares of HLTH and the Compensation Committee determining that such transaction constitutes a change in control, taking into consideration all relevant facts, (iii) consummation of a reorganization, merger or similar transaction as a result of which HLTH’s stockholders prior to the consummation of the transaction no longer represent 50% of the voting power, and (iv) consummation of a sale of all or substantially all of HLTH’s assets; and

–  a “Change in Control” of WHC includes (i) a change in the majority of the Board of Directors of WHC without the consent of the incumbent directors, (ii) any person or entity becoming the beneficial owner of 50% or more of the voting shares of WHC, (iii) consummation of a reorganization, merger or similar transaction as a result of which WHC’s stockholders prior to the consummation of the transaction no longer represent 50% of the voting power, (iv) consummation of a sale of all or substantially all of WHC’s assets, and (v) adoption of a plan of liquidation by WHC;

provided that no public offering nor any split-off, spin-off, or other divestiture of WHC distributed to stockholders of either HLTH or WHC or any merger or similar combination only between HLTH and WHC will constitute a Change in Control of WHC or HLTH.

•  Mr. Cameron may terminate his employment upon 30 days’ notice after 11 months following a Change in Control of HLTH and, if this occurs he would be entitled to the same benefits as if terminated without Cause, but with the following additional payments:

–  Mr. Cameron would be entitled to annual bonus payments for the three year period of salary continuance, each in an amount equal to the amount of his bonus for the year prior to the termination or, if higher, the bonus paid for the year immediately prior to the Change in Control;

–  all options to purchase HLTH Common Stock and HLTH Restricted Stock granted to Mr. Cameron at or prior to October 1, 2004 that 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;

–  any remaining unvested portion of the option to purchase WHC Class A Common Stock would be vested as of the date of termination and all such options would remain exercisable through the 90 day post-termination exercise period plus the Section 409A Extension Period;

–  pursuant to the applicable award agreement, Mr. Cameron would vest in the remaining unvested portion of the grants to him made on October 23, 2006; and

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–  the option granted on December 10, 2008 will automatically accelerate upon the Change in Control as it was treated in the same manner as the grants made to our Non-Employee Directors given his medical leave.

In addition, Mr. Cameron would be entitled to these benefits if his employment is terminated without Cause following a Change in Control.

•  In the event of a Change in Control of WHC or if WHC is no longer an affiliate of HLTH, the options granted to Mr. Cameron by WHC on September 28, 2005 that have not vested prior to such event would be vested as of the date of such event and would remain exercisable for 90 days plus the Permitted 409A Extension Period.

•  If Mr. Cameron’s employment is terminated by us for Cause or by him without Good Reason, he (a) would not be entitled to any further compensation or benefits and (b) would not be entitled to any additional rights or vesting with respect to his stock options following the date of termination.

•  In the event of the termination of Mr. Cameron’s employment as a result of his death or permanent disability, he (or his estate) would be entitled to three years of salary continuation, three years of benefits continuation and three years of vesting of the equity granted on or prior to October 1, 2004 and three years of continued exercisability of such options to purchase HLTH Common Stock. For grants made after October 1, 2004, the 2000 Plan provided for full acceleration of vesting upon a termination of employment as a result of death or permanent disability. In accordance with the WHC 2005 Plan, the options to purchase WHC Class A Common Stock would vest on the date of termination as a result of death or disability and remain outstanding for one year.

•  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 severance payments and other post-employment benefits due to Mr. Cameron under the employment agreement are subject to Mr. Cameron’s continued compliance with these covenants.

•  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. Any excess parachute payments and related tax gross-up payments made to Mr. Cameron will not be deductible by HLTH for federal income tax purposes.

•  The December 2008 amendment made changes to the agreement that were intended to bring its terms into compliance with Section 409A by, among other things, clarifying the timing of certain payments.

•  The employment agreement is governed by the laws of New Jersey.

Martin J. Wygod

On August 3, 2005, we amended and restated our original employment agreement, dated October 8, 2001, with Martin J. Wygod. The agreement was further amended on February 1, 2006 and December 1, 2008 (we refer to the latter as the 2008 Amendment). Under the amended agreement, Mr. Wygod serves as our Chairman of the Board, and also serves as the Chairman of the Board of WHC. In these positions, Mr. Wygod focuses on the overall strategy, strategic relationships and transactions intended to create long-term value for stockholders. He is also currently serving as Acting Chief Executive Officer of HLTH. The purposes of the 2008 Amendment included: (i) bringing the terms of the employment agreement into compliance with Section 409A by, among other things, clarifying the timing of certain payments, (ii) setting the severance period at three years (it had previously been the remainder of the five year term or, if longer, two years); and (iii) including bonus compensation (but excluding special or supplemental bonuses) as a component of the severance payment calculation, in recognition of the fact that bonuses have been a significant portion of the compensation paid to Mr. Wygod.

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The following is a description of Mr. Wygod’s amended employment agreement. In this description, the term “Change in Control” has the same meanings, as applied to HLTH and WHC, as in the description of Mr. Cameron’s employment agreement, above.

•  The 2008 Amendment extended the employment period, under the employment agreement, through December 31, 2012, provided that a non-renewal by HLTH will be treated as a termination without “Cause” (as that term is described below) and have the consequences described below.

•  Under the employment agreement, Mr. Wygod received an annual base salary of $1.26 million until the completion of WHC’s initial public offering; when the initial public offering was completed in September 2005, Mr. Wygod’s base salary was reduced to $975,000 per year. The amount of any bonus is in the discretion of the Compensation Committee of the Board of HLTH. For 2008, Mr. Wygod received an annual bonus of $1,500,000. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2008 — Bonuses” above. For information regarding Mr. Wygod’s equity compensation, see the “Executive Compensation Tables” above.

•  In the event of the termination of Mr. Wygod’s employment by us without “Cause” or by Mr. Wygod for “Good Reason” (as those terms are described below), Mr. Wygod would become a consultant for us and would be entitled to receive: (i) continuation of his salary, at the rate then in effect, and continuation of benefits until the third anniversary of the date of such termination; and (ii) for the year of such termination (and, if termination is after the end of a fiscal year for which bonuses have not yet been paid, for such fiscal year) and for each of the two years following such termination, an amount equal to the average of the annual bonuses received by Mr. Wygod for the three years prior to such termination (with any special or supplemental bonuses excluded for the purposes of such calculation). Mr. Wygod would not be required, during such three year period, to perform services at a level that is more than 20% of the level of services that he performed for us during the three year period preceding such termination of employment. In addition, all options, or other forms of equity compensation, granted to Mr. Wygod by us or any of our affiliates (which would include WHC) that have not vested prior to the date of termination would become vested as of the date of termination and, assuming there has not been a Change in Control of HLTH or of WHC, would continue to be exercisable for such three year period. In the event that Mr. Wygod’s employment is terminated due to death or disability, he or his estate would receive the same benefits as described above.

•  The employment agreement provides that in the event there is a Change in Control of HLTH, all outstanding options and other forms of equity compensation (including equity compensation granted by WHC) would become immediately vested on the date of the Change in Control and, if following the Change in Control, Mr. Wygod’s employment terminates for any reason other than Cause, they would continue to be exercisable until expiration of its original term. A Change in Control of HLTH is also an event that constitutes Good Reason for purposes of a termination by Mr. Wygod. In the event there is a Change in Control of WHC, any portion of Mr. Wygod’s equity that relates to WHC will fully vest and become exercisable on the date of such event, and if following such event, Mr. Wygod’s engagement with WHC is terminated for any reason other than Cause, such equity will remain outstanding until the expiration of its original term. In addition, in the event of a Change of Control of HLTH, amounts payable under the employment agreement would be required to be placed in a rabbi trust for the benefit of Mr. Wygod.

•  For purposes of the employment agreement:  (a) “Cause” includes a final court adjudication that Mr. Wygod (i) committed fraud or a felony directed against our company or an affiliate relating to his employment, or (ii) materially breached any of the material terms of the employment agreement; and (b) the definition of “Good Reason” includes the following conditions or events: (i) a material reduction in title or responsibility that remains in effect for 30 days after written notice, (ii) a final court adjudication that we materially breached any material provisions of the employment agreement, (iii) failure to serve on our Board or Executive Committee of our Board, or (iv) the occurrence of a Change in Control of HLTH.

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•  In the event Mr. Wygod terminates his engagement with WHC for “Good Reason” (as described in the following sentence), any portion of equity that relates to WHC will fully vest and become exercisable on the date his engagement terminates and will remain exercisable for the three year severance and consulting period. For the purposes of a termination of Mr. Wygod’s engagement with WHC by him, “Good Reason” means a material reduction in Mr. Wygod’s title or responsibilities as Chairman of the Board of WHC.

•  In addition, in the event of a transaction between HLTH and WHC that does not constitute a Change in Control but in which the two entities combine, Mr. Wygod will continue as a non-employee Chairman with no salary and (i) he will receive the cash severance benefits provided in the employment agreement and (ii) provisions contained in the employment agreement applicable to equity awards will remain in effect and will apply in the event that Mr. Wygod were to cease serving as Chairman of the Board.

•  In the event that Mr. Wygod’s employment with HLTH is terminated for any reason, but he remains Chairman of the Board of WHC, WHC will have no obligation to pay a salary to Mr. Wygod.

•  The employment agreement contains confidentiality obligations that survive indefinitely and non-solicitation and non-competition obligations that continue until the second anniversary of the date his employment has ceased. The post-employment payments and benefits due to Mr. Wygod under the employment agreement are subject to his continued compliance with these covenants.

•  The employment agreement contains a tax gross-up provision relating to any excise tax that Mr. Wygod 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. Any excess parachute payments and related tax gross-up payments made to Mr. Wygod will not be deductible by HLTH for federal income tax purposes.

Mark D. Funston

We are party to an employment agreement with Mark Funston entered into in November 2006, at the time he was initially hired to be our Chief Financial Officer, and amended in December 2008. Since August 2007, Mr. Funston has also been serving as WHC’s Chief Financial Officer. The following is a description of Mr. Funston’s employment agreement:

•  The agreement provides for an employment period for five years from November 13, 2006.

•  Under the agreement, Mr. Funston’s annual base salary is $375,000 and Mr. Funston is eligible to receive an annual bonus of up to 50% of his annual base salary. The amount of any bonus is in the discretion of the Compensation Committee of the Board of HLTH. For 2008, Mr. Funston received a bonus of $130,000. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2008 — Bonuses” above. For information regarding Mr. Funston’s equity compensation, see the “Executive Compensation Tables” above.

•  In the event of the termination of Mr. Funston’s employment by us without “cause” (as described below), he would be entitled to: (i) continuation of his base salary, as severance, for one year for each year of completed service with a minimum of one year and a maximum of three years (provided that if the termination occurs following a Change in Control (as defined in the 2000 Plan), the minimum severance pay period will be two years); (ii) payment of COBRA premiums as if he were an active employee with similar coverage for 18 months (or if earlier, until he is eligible for comparable coverage); (iii) the restricted stock granted in November 2006, at the inception of his employment, will vest and the restrictions thereon will lapse on the date of termination for that portion of the award that would have vested on the next two vesting dates (to the extent not previously vested); and (iv) the option granted in November 2006, at the inception of his employment, will continue to vest and remain outstanding through the next two vesting dates (to the extent not previously vested). If his employment is terminated as a result of his becoming disabled or his death, he (or his estate) will be entitled to the payments and benefits as if his employment had been terminated by HLTH without cause. The

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purposes of the December 2008 amendment were to (i) bring the terms of the employment agreement into compliance with Section 409A by, among other things, clarifying the timing of certain payments and (ii) clarify that if Mr. Funston is solely serving as the Chief Financial Officer of WHC and not of HLTH, the severance obligations will not be triggered. If, however, a transaction occurs that would result in the forfeiture of the HLTH equity granted to Mr. Funston in November 2006, the vesting of such equity will be treated, under the employment agreement, as if his employment was terminated without cause.

•  If Mr. Funston’s employment is terminated by us for “cause” or by him, he (a) would not be entitled to any further compensation or benefits and (b) would not be entitled to any additional rights or vesting with respect to the restricted stock or the stock options following the date of termination.

•  For purposes of Mr. Funston’s employment agreement, “cause” generally includes: (i) his bad faith in connection with the performance of his duties or his willful failure to follow the lawful instructions of the Chief Executive Officer, the Board or the Audit Committee, following written notice and a 20 day period of time to remedy such failure; (ii) his engaging in any willful misconduct that is, or is reasonably likely to be, injurious to HLTH (or any of its affiliates) or which could reasonably be expected to reflect negatively upon HLTH or otherwise impair or impede its operations; (iii) his material breach of a policy of HLTH, which breach is not remedied (if susceptible to remedy) following written notice and a 20 day period of time to remedy such breach; (iv) his material breach of the employment agreement, which breach is not remedied (if susceptible to remedy) following written notice and a 20 day period of time to remedy such breach; or (v) his commission of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude.

•  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 employment has ceased for any reason. The severance payments and other post-employment benefits due to Mr. Funston under the employment agreement are subject to Mr. Funston’s continued compliance with these covenants.

•  The employment agreement is governed by the laws of the State of New Jersey.

Wayne T. Gattinella

A subsidiary of WHC is party to an employment agreement, dated as of April 28, 2005 and amended on December 10, 2008, with Wayne Gattinella, who serves as CEO and President of our WebMD segment and of WHC. The following is a description of Mr. Gattinella’s employment agreement, as amended:

•  Mr. Gattinella currently receives an annual base salary of $560,000 and is eligible to earn a bonus of up to 100% of his base salary, the actual amount to be determined by the WHC Compensation Committee in its discretion. For 2008, Mr. Gattinella received an annual bonus of $135,000, determined by WHC’s Compensation Committee in its discretion (and ratified by HLTH’s Compensation Committee). In addition, WHC’s Compensation Committee approved an SBP Award of $135,000 with respect to Mr. Gattinella. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2008 — Bonuses” and “— Supplemental Bonus Program (SBP)” above. For information regarding Mr. Gattinella’s equity compensation, see the “Executive Compensation Tables” above.

•  In the event of the termination of Mr. Gattinella’s employment, prior to April 30, 2009, by WHC without “Cause” or by Mr. Gattinella for “Good Reason” (as those terms are described below), he would be entitled to continue to receive his base salary for one year from the date of termination, to receive any unpaid bonus for the year preceding the year in which the termination occurs, and to receive healthcare coverage until one year following his termination (or if earlier, until he is eligible for comparable coverage). Amounts with respect to Mr. Gattinella’s SBP Award are payable only in accordance with the terms of the Supplemental Bonus Program Trust (see “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2008 — Bonuses” and “— Supplemental Bonus Program (SBP)” above). In addition, in the event that a termination of Mr. Gattinella’s

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employment by WHC without Cause or by Mr. Gattinella for Good Reason occurs before the fourth anniversary of the grant of the options to purchase WHC Class A Common Stock made in connection with WHC’s initial public offering, 25% of such options would continue to vest on the next vesting date following the date of termination.

•  The December 2008 amendment described the material terms of the December 2008 equity awards to Mr. Gattinella. Specifically, Mr. Gattinella may resign one year after the occurrence of a Change in Control of WHC (as defined in the WHC 2005 Plan) or of HLTH (as defined in the 2000 Plan) and (i) he would continue to vest in the option granted on December 10, 2008 through the second anniversary of the Change in Control and (ii) that portion of the restricted stock award made on the same date that would have vested over the two year period following the Change in Control will accelerate to the date of resignation. The grant made at the time of WHC’s initial public offering had a similar provision (with a 6 month transition requirement), but given that the last vesting of such grant is September 28, 2009, such provision has no further effect.

•  For purposes of the employment agreement: (a) “Cause” includes (i) a continued willful failure to perform duties after 30 days’ written notice, (ii) willful misconduct or violence or threat of violence that would harm WHC, (iii) a breach of a material WHC policy or a material breach of the employment agreement, or the Trade Secret and Proprietary Information Agreement (as described below), that remains unremedied after 30 days’ written notice, or (iv) conviction of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude; and (b) “Good Reason” means Mr. Gattinella’s resignation within one year of any of the following conditions or events remaining in effect after applicable notice periods: (i) a material reduction in base salary, (ii) a material reduction in authority, or (iii) any material breach of the employment agreement by WHC.

•  The December 2008 amendment also made changes to the agreement that were intended to bring its terms into compliance with Section 409A by, among other things, clarifying the timing of certain payments.

•  The employment agreement and the related agreement described below are governed by the laws of the State of New York.

Mr. Gattinella is also a party to a related Trade Secret and Proprietary Information Agreement that contains confidentiality obligations that survive indefinitely. The agreement also includes non-solicitation provisions that prohibit Mr. Gattinella from hiring WHC’s employees or soliciting any of WHC’s clients or customers that he had a relationship with during the time he was employed by WHC, and non-competition provisions that prohibit Mr. Gattinella from being involved in a business that competes with WHC’s business or that competes with any other business engaged in by any affiliates of WHC if he is directly involved in such business. The non-solicitation and non-competition obligations end on the first anniversary of the date his employment has ceased. The severance payments and other post-employment benefits due to Mr. Gattinella under the employment agreement are subject to Mr. Gattinella’s continued compliance with the covenants contained in the Trade Secret and Proprietary Information Agreement and the employment agreement that are described in this paragraph.

Charles A. Mele

We are party to an employment agreement with Charles A. Mele, our Executive Vice President, General Counsel and Secretary, which was amended and restated as of February 1, 2006. The employment agreement was further amended as of December 16, 2008 and February 19, 2009. The December 2008 amendment made changes to the agreement that were intended to bring its terms into compliance with Section 409A by, among other things, clarifying the timing of certain payments. The February 2009 Amendment made certain modifications to the December 10, 2008 equity awards made to Mr. Mele relating to the impact of certain terminations of employment (as described below). The following is a description of Mr. Mele’s employment agreement, as amended. In this description, the term “Change in Control” has the same meanings, as applied to HLTH and WHC, as in the description of Mr. Cameron’s employment agreement, above.

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•  The agreement provides for an employment period through February 1, 2011, provided that a non-renewal by HLTH will be treated as a termination without “Cause” (as that term is described below) and have the consequences described below.

•  Mr. Mele receives an annual base salary of $450,000.  The amount of any bonus is in the discretion of the Compensation Committee of the Board of HLTH. For 2008, Mr. Mele received an annual bonus of $350,000. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2008 — Bonuses” above. For information regarding Mr. Mele’s equity compensation, see the “Executive Compensation Tables” above.

•  If Mr. Mele’s employment is terminated due to his death or disability, by us without “Cause” or by Mr. Mele for “Good Reason” (as those terms are described below), he would be entitled to: (a) continuation of his base salary, at the rate then in effect, for three years; (b) an amount for each of the three years equal to the greater of the average annual bonus he received in the three years prior to termination or the amount of the bonus he received in the last of those years; and (c) continued participation in our benefit plans (or comparable plans) for three years (or if earlier, until he is eligible for comparable benefits); provided that, pursuant to the December 2008 amendment, he will no longer be entitled to participate in our disability plans and will instead be entitled to a payment equal to the greater of $10,000 and 200% of HLTH’s cost of his coverage for up to three years. If such termination occurs after the end of a fiscal year but before payment of the bonus for that year, he would also be entitled to receive the bonus, if any, earned for that fiscal year. In addition:

–  all options to purchase HLTH Common Stock and HLTH Restricted Stock granted to Mr. Mele by HLTH prior to February 1, 2006 that have not vested prior to the date of termination would be vested as of the date of termination and the options would remain exercisable as if he remained in our employ through the expiration date specified in each applicable stock option agreement, except that the options granted to Mr. Mele on March 17, 2004 would remain exercisable only for 90 days plus the Permitted 409A Extension Period;

–  the portion of the options to purchase WHC Class A Common Stock granted to Mr. Mele by WHC on September 28, 2005 that would have vested on the next vesting date following the date of termination will vest on the date of termination and the vested portion of those options will remain exercisable for 90 days plus the Permitted 409A Extension Period; provided, however, that, if termination is for Good Reason or without Cause following a Change in Control of HLTH, all of the options that have not vested prior to the date of termination would be vested as of the date of termination; and

–  pursuant to the applicable award agreement, the option to purchase HLTH Common Stock granted to Mr. Mele on October 23, 2006 would remain outstanding and continue to vest until the next vesting date and the next vesting of the HLTH Restricted Stock grant made on the same date would accelerate to the date of termination (provided, however, that if his employment is terminated without Cause or for Good Reason following a Change in Control, then such awards are deemed fully vested on the date of termination). Pursuant to the February 2009 amendment, (i) the option to purchase HLTH Common Stock granted to Mr. Mele on December 10, 2008 will be treated in the same manner as the option granted on October 23, 2006 except that, in the case where there is a Change in Control of HLTH, the option will continue to vest (rather than accelerate) and remain exercisable for the remainder of its term as if Mr. Mele remained in our employ through the expiration date and (ii) in the case of a termination without Cause or for Good Reason following a Change in Control, the HLTH Restricted Stock granted to Mr. Mele on December 10, 2008 will be deemed fully vested on the date of termination.

•  In the event of a Change in Control of WHC or if WHC is no longer an affiliate of HLTH, the options granted to Mr. Mele by WHC on September 28, 2005 that have not vested prior to such event would be vested as of the date of such event and would remain exercisable for 90 days plus the Permitted 409A Extension Period.

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•  If Mr. Mele’s employment is terminated by us for Cause or by him without Good Reason, he (a) would not be entitled to any further compensation or benefits and (b) would not be entitled to any additional rights or vesting with respect to the stock options or restricted stock following the date of termination.

•  For purposes of Mr. Mele’s employment agreement: (a) “Cause” includes (i) a material breach of the employment agreement that remains unremedied after 30 days’ written notice, or (ii) conviction of a felony; and (b) “Good Reason” includes (i) a material reduction in title or responsibilities, (ii) a requirement that Mr. Mele report to anyone other than the Chief Executive Officer of HLTH, (iii) a reduction in base salary or material fringe benefits, (iv) a material breach of the employment agreement, (v) a requirement that Mr. Mele relocate to a location that is more than 25 miles from his current residence, or (vi) a Change in Control of HLTH occurs and he remains in the employ of HLTH for six months after the Change in Control.

•  Mr. Mele is subject to confidentiality obligations that survive indefinitely and non-solicitation and non-competition obligations that survive for two years or, if applicable, for the three year period in which severance is payable under the agreement. The severance payments and other post-employment benefits due to Mr. Mele under the employment agreement are subject to Mr. Mele’s continued compliance with these covenants.

•  There is a tax gross-up provision relating to any excise tax that Mr. Mele 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. Any excess parachute payments and related tax gross-up payments made to Mr. Mele will not be deductible by HLTH for federal income tax purposes.

William Midgette

Porex is party to an employment agreement with William Midgette entered into in July 2002 at the time he was hired as the President and CEO of Porex, which was amended on each of March 15, 2008 and December 18, 2008. The following is a description of Mr. Midgette’s employment agreement, as amended:

•  The initial term of the agreement was 5 years, which expired on September 1, 2007; however, the agreement automatically renews on a monthly basis, unless notice of termination is given prior to the end of any renewal period.

•  Under the agreement, Mr. Midgette’s annual base salary is $300,000 and he is eligible for an annual bonus of up to 50% of his base salary. The amount of any bonus is in the discretion of the Compensation Committee. For 2008, Mr. Midgette received a bonus of $91,000. See “Compensation Discussion and Analysis — Use of Specific Types of Compensation in 2008 — Bonuses” above. For information regarding Mr. Midgette’s equity compensation, see the “Executive Compensation Tables” above.

•  In the event of the termination of Mr. Midgette’s employment by Porex without “Cause” or by Mr. Midgette for “Good Reason” (as those terms are described below) absent a Change in Control of Porex (as described below), he would be entitled to continuation of his base salary, as severance, for a period of one year.

•  In the event of a Change in Control of Porex:

–  If Mr. Midgette’s employment is terminated by Porex without “Cause” or by him for “Change of Control Good Reason” (as such terms are described below) within 15 months following a Change in Control of Porex, Mr. Midgette would be entitled to continuation of his base salary, as severance, for a period of two years and payment of COBRA premiums for 18 months (or if earlier, until he is eligible for comparable coverage);

–  If there is a Change in Control of Porex on or before June 30, 2009 (or such later date to which Porex’s change of control retention plan may be extended), Mr. Midgette would be entitled to a retention bonus of $66,667 (or a greater amount as may be determined by the Board of Directors of HLTH). Mr. Midgette would be entitled to an additional retention bonus of $33,333 if there is a

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Change in Control of Porex and a Sale of Porex Surgical (as defined below) on or before June 30, 2009 (or such later date, if extended) and Mr. Midgette remains employed with Porex or its successor for the later of (i) 60 days following the Change in Control of Porex or (ii) the Sale of Porex Surgical. If Mr. Midgette’s employment is terminated by Porex or its successor without Cause or by Mr. Midgette for Change of Control Good Reason following a Change in Control of Porex, but before the 60 day retention date, he is still entitled to receive the applicable retention bonuses. If there is only a Sale of Porex Surgical, Mr. Midgette is not entitled to either piece of the retention bonus.

–  The first vesting date of the stock option and restricted stock grants made to him on December 10, 2008 will be accelerated to the closing date of the Change in Control of Porex.

•  If Mr. Midgette’s employment is terminated by us for “Cause”, he (i) would not be entitled to any further compensation or benefits and (ii) would not be entitled to any additional rights or vesting with respect to the restricted stock or the stock options following the date of termination.

•  For purposes of Mr. Midgette’s employment agreement:

–  “Cause” includes (i) continued failure to satisfactorily perform his duties in any material respect following written notice and a reasonable period of time (but not in excess of 30 days) to correct such failure, (ii) misconduct, negligence, act of dishonesty, violence or threat of violence that is demonstrably injurious to Porex, (iii) a material breach of Porex’s policies or the employment agreement, that remains unremedied after notice and a reasonable period of time to correct (but not in excess of 30 days), (iv) failure to adhere to the lawful instructions of the Chairman of the HLTH Board of Directors, or (v) conviction of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude involving Porex, or which could otherwise reflect negatively on Porex or otherwise impair or impede its operations.

–  “Good Reason” includes any of the following conditions or events remaining in effect after 30 days written notice: (i) a reduction in base salary, (ii) a material breach of the employment agreement by Porex, or (iii) the relocation of his place of work more than 50 miles from his work location, so long as his place of relocation is also a further distance from his residence.

–  “Change of Control Good Reason” includes any of the following conditions or events remaining in effect after 30 days written notice: (i) a reduction in base salary, or (ii) the relocation of his place of work more than 50 miles from his work location, so long as his place of relocation is also a further distance from his residence.

–  A “Change in Control of Porex” includes (i) HLTH ceasing to own 50% or more of the voting power of Porex or (ii) the sale of all or substantially all of the assets of Porex, provided that a Change in Control in Porex does not occur if the successor is HLTH or an affiliate of HLTH.

–  A “Porex Surgical Sale” includes (i) HLTH ceasing to own 50% or more of the voting power of Porex Surgical, Inc. or (ii) the sale of all or substantially all of the assets of Porex Surgical, Inc., provided that a Porex Surgical Sale does not occur if the successor is HLTH or an affiliate of HLTH.

•  Mr. Midgette is subject to certain restrictive covenants contained in his employment agreement and a restrictive covenant agreement. The restrictive covenants in those agreements include: (i) trade secret obligations that survive in perpetuity, so long as they remain trade secrets, (ii) confidentiality obligations that survive for 5 years after the termination of his employment; (iii) non-solicitation provisions that prohibit Mr. Midgette from soliciting employees of Porex or from soliciting any of Porex’s clients or customers with whom he had material contact during the 12 month period prior to the termination of his employment, and (iv) non-competition provisions that prohibit Mr. Midgette from

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being involved in a business that competes with Porex’s business. The non-solicitation and non-competition obligations end on the second anniversary of the date his employment has ceased. The severance payments and other post-employment benefits due to Mr. Midgette under the employment agreement are subject to Mr. Midgette’s continued compliance with his restrictive covenant obligations.

•  The employment agreement is governed by the laws of the state of Georgia.

Director Compensation

For information regarding the compensation of our non-employee directors, please see Item 10 above under the heading “Non-Employee Director Compensation,” which is hereby incorporated by reference in this Item 11. Employees of HLTH who serve on our Board of Directors do not receive additional compensation for Board service; provided, however, that Mr. Cameron, while on medical leave and continuing to serve on our Board of Directors, received a December 2008 grant of options to purchase HLTH Common Stock in his capacity as a director.

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Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information with respect to the beneficial ownership of our Common Stock, as of April 15, 2009 (except where otherwise indicated), by each person or entity known by us to beneficially own more than 5% of our Common Stock, by each of our directors, by each of our Named Executive Officers, and by all of our directors and executive officers as a group. Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons listed in the table below have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them. Unless otherwise indicated, the address of each of the beneficial owners identified is c/o HLTH Corporation, 669 River Drive, Center 2, Elmwood Park, New Jersey 07407-1361.

	Common					Total		Percent of
Name and Address of Beneficial Owner	Stock(1)			Other(2)		Shares		Outstanding(2)
FMR LLC(3)		11,212,021			—		11,212,021		10.9	%
82 Devonshire Street Boston, MA 02109
CalPERS/PCG Corporate Partners, LLC(4)		10,638,297			—		10,638,297		10.3	%
1200 Prospect Street, Suite 200 La Jolla, CA 92037
Samana Capital, L.P., Morton Holdings, Inc. and Philip B. Korsant(5)		8,147,807			—		8,147,807		7.9	%
283 Greenwich Avenue Greenwich, CT 06830
Morgan Stanley(6)		6,824,858			—		6,824,858		6.6	%
1585 Broadway New York, NY 10036
Mark J. Adler, M.D.		600	(7)		232,249		232,849		*
Paul A. Brooke		271,667	(8)		206,249		477,916		*
Kevin M. Cameron		501,184	(9)		3,257,168		3,758,352		3.5	%
Neil F. Dimick		—			54,165		54,165		*
Mark Funston		72,500	(10)		90,000		162,500		*
Wayne T. Gattinella		8,630			454,881		463,511		*
James V. Manning		507,572	(11)		244,249		751,821		*
Charles A. Mele		129,404	(12)		1,858,000		1,987,404		1.9	%
William Midgette		10,011	(13)		310,000		320,011		*
Herman Sarkowsky		291,970			381,249		673,219		*
Joseph E. Smith		29,250			162,249		191,499		*
Martin J. Wygod		6,988,271	(14)		4,550,000		11,538,271		10.7	%
All executive officers and directors as a group (12 persons)		8,807,888			11,800,459		20,608,347		17.9	%

*	Less than 1%.
(1)	The amounts set forth in this column include 156, 1,855 and 236 shares of HLTH Common Stock held in the respective accounts of each of Messrs. Cameron, Mele and Wygod in the HLTH 401(k) Plan (which we refer to in this table as 401(k) Plan Shares), all of which are vested in accordance with terms of the Plan. The amount set forth in this column for “All executive officers and directors as a group” includes 2,247 401(k) Plan Shares, all of which are vested in accordance with the terms of the HLTH 401(k) Plan.
	Messrs. Cameron, Funston, Mele, Midgette and Wygod are beneficial owners of shares of HLTH Restricted Stock in the respective amounts stated in the footnotes below. Holders of HLTH Restricted Stock have voting power, but not dispositive power, with respect to unvested shares of HLTH Restricted Stock. For information regarding the vesting schedules of the HLTH Restricted Stock, see “Executive Compensation — Executive Compensation Tables — Outstanding Equity Awards at End of 2008” in Item 11 above.

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(2)	Beneficial ownership is determined under the rules and regulations of the SEC, which provide that shares of Common Stock that a person has the right to acquire within 60 days are deemed to be outstanding and beneficially owned by that person for the purpose of computing the total number of shares beneficially owned by that person and the percentage ownership of that person. However, those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Accordingly, we have set forth, in the column entitled “Other,” with respect to each person listed, the number of shares of HLTH Common Stock that such person has the right to acquire pursuant to options that are currently exercisable or that will be exercisable within 60 days of April 15, 2009. We have calculated the percentages set forth in the column entitled “Percent of Outstanding” based on the number of shares outstanding as of April 15, 2009 (which was 103,267,837, including all outstanding unvested shares of HLTH Restricted Stock) plus, for each listed person or group, the number of additional shares deemed outstanding, as set forth in the column entitled “Other.”
(3)	The information shown is as of March 9, 2009 and is based upon information disclosed by FMR LLC, Fidelity Management & Research Company and Edward C. Johnson, 3d in a Schedule 13G filed with the SEC. Such persons reported that FMR Corp. and the other members of the filing group had, as of March 9, 2009, sole power to dispose of or to direct the disposition of 11,212,021 shares of HLTH Common Stock and sole power to vote or to direct the vote of 1,016 shares of HLTH Common Stock. Sole power to vote the other shares of HLTH Common Stock beneficially owned by the filing group resides in the respective boards of trustees of the funds that have invested in the shares.
(4)	The information shown is as of December 3, 2008 and is based upon information disclosed by CalPERS/PCG Corporate Partners, LLC in a Form 3 filed with the SEC.
(5)	The information shown is as of December 31, 2008 and is based upon information disclosed by Samana Capital, L.P., Morton Holdings, Inc. and Philip B. Korsant in a Schedule 13G filed with the SEC. Such persons reported that Morton Holdings, Inc. and Philip B. Korsant had, as of December 31, 2008, shared power to dispose of or to direct the disposition of 8,147,807 shares of HLTH Common Stock and shared power to vote or to direct the voting of those shares of HLTH Common Stock, with Samana Capital, L.P. also having shared voting power and shared dispositive power with respect to 6,820,839 of those shares.
(6)	The information shown is as of December 3, 2008 and is based upon information disclosed by Morgan Stanley and Morgan Stanley Capital Services Inc. in a Schedule 13G filed with the SEC. Such persons reported that Morgan Stanley had, as of December 3, 2008, sole power to vote or direct the voting of 6,800,988 shares of HLTH Common Stock and shared power to vote or direct the voting of 23,870 shares of HLTH Common Stock, and sole power to dispose of or to direct the disposition of all such shares, with Morgan Stanley Capital Services Inc. having sole voting power and sole dispositive power with respect to. 6,366,077 of those shares.
(7)	Represents 600 shares held by Dr. Adler’s son.
(8)	Represents 70,000 shares held by Mr. Brooke and 201,667 shares held by PMSV Holdings LLC, of which Mr. Brooke is the managing member.
(9)	Represents 317,778 shares held by Mr. Cameron, 156 401(k) Plan Shares and 183,250 unvested shares of HLTH Restricted Stock.
(10)	Represents 30,000 shares held by Mr. Funston and 42,500 unvested shares of HLTH Restricted Stock.
(11)	Represents 503,018 shares held by Mr. Manning (including 12,500 through an IRA), 3,000 shares held by Mr. Manning’s wife through an IRA, and 1,554 shares held by the WebMD Health Foundation, Inc., a charitable foundation of which Messrs. Manning and Wygod are trustees and share voting and dispositive power.
(12)	Represents 53,432 shares held by Mr. Mele, 1,855 401(k) Plan Shares, 72,500 unvested shares of HLTH Restricted Stock and 1,617 shares held by the Rose Foundation, a private charitable foundation of which Messrs. Mele and Wygod are trustees and share voting and dispositive power.
(13)	Represents 11 shares held by Mr. Midgette and 10,000 unvested shares of HLTH Restricted Stock.
(14)	Represents 6,458,532 shares held by Mr. Wygod, 236 401(k) Plan Shares, 360,000 shares of unvested HLTH Restricted Stock, 5,000 shares held by Mr. Wygod’s spouse through an IRA, 161,332 shares held by SYNC, Inc., which is controlled by Mr. Wygod, 1,554 shares held by the WebMD Health Foundation, Inc., a charitable foundation of which Messrs. Wygod and Manning are trustees and share voting and dispositive power, and 1,617 shares held by the Rose Foundation, a private charitable foundation of which Messrs. Wygod and Mele are trustees and share voting and dispositive power.

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Equity Compensation Plan Information

The following table contains certain information, as of December 31, 2008, about our equity compensation plans.

					(c)
			(b)		Number of Securities
	(a)		Weighted-Average		Remaining Available for
	Number of Securities to be		Exercise Price of		Future Issuance Under Equity
	Issued Upon Exercise of		Outstanding		Compensation Plans
	Outstanding Options,		Options, Warrants		(Excluding Securities
Plan Category(1)	Warrants and Rights		and Rights		Reflected in Column (a))
Equity compensation plans approved by security holders		23,109,043	$	12.40		2,562,834
Equity compensation plans not approved by security holders(2)		1,377,085	$	8.47		280,841	(3)
Total		24,486,128	$	12.18		2,843,675	(3)

(1)	This table does not include outstanding options to acquire 20,017,962 shares of HLTH Common Stock at a weighted-average exercise price of $17.15 per share that were assumed by HLTH in mergers or acquisitions. We cannot grant additional awards under these assumed plans. For additional information regarding the assumed options, see Note 15 to the Consolidated Financial Statements in this Annual Report. In addition, this table does not include equity plans of WHC providing for options to purchase shares of WHC Class A Common Stock and shares of WHC Restricted Stock. For information regarding those equity compensation plans, see Note 15 to the Consolidated Financial Statements in this Annual Report.
(2)	The plans included in this category did not require approval of our stockholders under applicable law and Nasdaq rules at the time such plans were adopted. See “Description of Plans Not Approved by Stockholders” below for descriptions of the equity compensation plans in this category. In accordance with the rules and regulations of the SEC, “equity compensation plans” also includes, for purposes of this table, warrants issued to third parties. Accordingly, this category includes warrants to acquire 22,466 shares of HLTH Common Stock at a weighted-average exercise price of $30.00 per share that were outstanding on December 31, 2008. None of these warrants are held by HLTH employees. We cannot grant additional awards under the relevant agreements pursuant to which those warrants were issued. For additional information regarding these warrants, see Note 17 to the Consolidated Financial Statements in this Annual Report.
(3)	Includes 262,508 shares of HLTH Common Stock available, as of December 31, 2008, for grant of restricted stock awards under our 2002 Restricted Stock Plan.

Description of Plans Not Approved by Stockholders

2001 Stock Plan.  The 2001 Employee Non-Qualified Stock Option Plan authorizes the granting of awards of non-qualified stock options to purchase shares of our Common Stock to our employees who are not subject to Section 16(a) of the Securities Exchange Act of 1934. As of December 31, 2008, options to purchase 18,333 shares of our Common Stock were available for grant under the 2001 Stock Plan. The maximum number of shares of our Common Stock with respect to one or more options that may be granted during any one calendar year under the 2001 Stock Plan to any one person is 200,000. Generally, options become exercisable ratably over a three to five year period based on their individual grant dates and expire on the tenth anniversary of the date of grant. Options are granted with exercise prices not less than fair market value on the date of grant. The exercise price may be paid in cash or shares of HLTH Common Stock (which may be withheld from the shares acquired upon the exercise) or through a cashless exercise arrangement, as determined by the Compensation Committee. Upon termination of employment, unvested options generally are forfeited and vested options generally expire 90 days after termination (one year in the case of termination as a result of death or disability or immediately in the event of termination for “cause”). The 2001 Stock Plan is administered by the Compensation Committee of our Board of Directors and all or a portion of such authority may be delegated to one or more officers of HLTH. The Compensation Committee has the authority to designate participants, determine the number, terms and conditions of options, establish, adopt or revise any rules and regulations as it may deem advisable to administer the 2001 Stock Plan and make all other decisions and determinations that may be required under the 2001 Stock Plan. The Compensation Committee has

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delegated to the Chief Executive Officer of HLTH the authority to grant options (up to certain per employee limits) and to determine the terms and conditions of such grants in accordance with the terms of the Plan.

2002 Restricted Stock Plan.  The 2002 Restricted Stock Plan authorizes the granting of awards of shares of HLTH Common Stock that are subject to restrictions on transfer until such time as they are vested. As of December 31, 2008, 262,508 shares of restricted Common Stock were available for grant under the 2002 Restricted Stock Plan. All of our employees, other than those officers who are subject to Section 16(a) of the Securities Exchange Act, are eligible for grants under this Plan. The vesting schedule applicable to a restricted stock grant is generally 25% per year subject to the holder’s continued employment on the applicable dates. Unvested restricted stock is subject to forfeiture upon termination of employment. The 2002 Restricted Stock Plan is administered by the Compensation Committee of our Board of Directors, with responsibilities and authority similar to those described above for the 2001 Stock Plan. The authority to grant restricted stock and determine the terms and conditions thereof in accordance with the terms of this Plan (up to certain per employee limits) has been delegated to the Chief Executive Officer of HLTH.

Envoy Stock Plan.  In January 2000, our Board of Directors adopted the Envoy Stock Plan in connection with the acquisition of Envoy Corporation. The Envoy Stock Plan authorized the granting of awards of non-qualified stock options to purchase shares of our Common Stock and grants of shares of Common Stock. As a result of the sale of EBS in September 2006, no further grants will be made under this Plan. The other terms of the Envoy Stock Plan and its administration are substantially similar to those described above for the 2001 Stock Plan.

Option Agreement with Wayne Gattinella.  The option agreement, entered into on August 20, 2001, provided for a nonqualified stock option to purchase 600,000 shares of Common Stock, at an exercise price of $4.81 per share. The exercise price is equal to the closing price of HLTH Common Stock on the date of grant. No further shares of our Common Stock are available for grant under this option agreement. The option, which has vested with respect to all 600,000 shares and has been exercised with respect to 395,119 shares, expires on August 20, 2011. For additional information, see “Executive Compensation — Employment Agreements with Named Executive Officers — Wayne T. Gattinella” above.

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Item 13.   Certain Relationships and Related Transactions, and Director Independence

Director Independence

Our Board of Directors has delegated to the Governance & Compliance Committee of the Board the authority to make determinations regarding the independence of members of the Board. The Governance & Compliance Committee has determined that Dr. Adler, and Messrs. Brooke, Dimick, Manning, Sarkowsky and Smith (all six of our non-employee directors) are “independent” in accordance with the published listing requirements of the Nasdaq Global Select Market applicable generally to members of our Board and, with respect to the committees of our Board on which they serve, those applicable to the specific committees. The other two directors, Messrs. Cameron and Wygod, as officers of our company, are not independent.

The Nasdaq independence definition includes a series of objective tests, including one that requires a three year period to have elapsed since employment by the listed company and other tests relating to specific types of transactions or business dealings between a director (or persons or entities related to the director) and the listed company. In addition, as further required by the Nasdaq Marketplace Rules, the Governance & Compliance Committee of our Board has made a subjective determination as to each non-employee director that no relationships exist which, in the opinion of the Governance & Compliance Committee, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In considering whether Mr. Manning qualified as “independent,” the Governance & Compliance Committee considered that (1) he had previously served as an executive officer of a predecessor of HLTH, more than ten years ago and (2) he and Mr. Wygod both serve as trustees of the WebMD Health Foundation, Inc., a charitable foundation. In considering whether Mr. Sarkowsky qualified as “independent,” the Governance & Compliance Committee considered the fact that he and Mr. Wygod have jointly owned race horses and been involved in related transactions. Each member of the Governance & Compliance Committee abstained from voting with respect to his own independence.

Transactions with WHC

This section describes the material provisions of agreements between WHC (or one of its subsidiaries) and HLTH (or one of its subsidiaries other than WHC and its subsidiaries). The Consolidated Financial Statements of HLTH include the accounts of HLTH and all of its majority owned subsidiaries. Accordingly, transactions between HLTH and WHC are eliminated in consolidation. For additional information regarding certain of these agreements and charges from WHC to HLTH and from HLTH to WHC under certain of these agreements and certain predecessor arrangements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Transactions with HLTH” in Item 7 of WHC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the WHC Annual Report) and Note 5 to the Consolidated Financial Statements included in the WHC Annual Report.

Termination Agreement

On October 19, 2008, pursuant to the terms of a termination agreement (the “Termination Agreement”), HLTH and WHC mutually agreed, in light of recent turmoil in financial markets, to terminate the Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH and WHC, as amended by Amendment No. 1, dated as of May 6, 2008, and Amendment No. 2, dated as of September 12, 2008 (the “Merger Agreement”). The termination was by mutual agreement of the companies and was unanimously approved by the Board of Directors of each of the companies and by a special committee of independent directors of WHC. The Termination Agreement maintained HLTH’s obligation, under the terms of the Merger Agreement, to pay the expenses of WHC incurred in connection with the merger. In connection with the termination of the Merger Agreement, HLTH and WHC amended the Tax Sharing Agreement between them (see “— Tax Sharing Agreement” below) and HLTH assigned to WHC a data license agreement with EBS (see “— Other Arrangements with WHC” below).

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Services Agreement

HLTH has entered into a Services Agreement with WHC pursuant to which HLTH charges WHC for specified services provided by HLTH. Under the Services Agreement, HLTH receives an amount that reasonably approximates its cost of providing services to WHC. The services that HLTH provides to WHC include certain administrative services, including services relating to payroll, accounting, tax planning and compliance, employee benefit plans, legal matters and information processing. In addition, WHC reimburses HLTH for an allocated portion of certain expenses that HLTH incurs for outside services and similar items, including insurance and audit fees, outside personnel, facilities costs, professional fees, software maintenance fees and telecommunications costs. HLTH has agreed to make the services available to WHC for a term of up to 5 years following WHC’s initial public offering. However, WHC is not required, under the Services Agreement, to continue to obtain services from HLTH. In the event WHC wishes to receive those services from a third party or provide them internally, WHC has the option to terminate services, in whole or in part, at any time it chooses to do so, generally by providing, with respect to the specified services or groups of services, 60 days’ notice and, in some cases, paying a termination fee of not more than $30,000 to cover costs of HLTH relating to the termination. HLTH has the option to terminate the services that it provides to WHC, in whole or in part, if it ceases to provide such services for itself, upon at least 180 days’ written notice to WHC. WHC paid HLTH approximately $3,410,000 for services in 2008 under the Services Agreement and approximately $3,340,000 for such services in 2007.

Registration Rights Agreement

HLTH has entered into a Registration Rights Agreement with WHC, which requires WHC to use its reasonable best efforts, upon HLTH’s request, to register under the applicable federal and state securities laws any of the shares of WHC’s equity securities owned by HLTH for sale in accordance with our intended method of disposition, and to take such other actions as may be necessary to permit the sale in other jurisdictions, subject to specified limitations. HLTH has the right to include the shares of WHC’s equity securities it beneficially owns in other registrations of these equity securities WHC initiates. WHC is required to pay all expenses incurred in connection with each registration, excluding underwriters’ discounts, if any. Subject to specified limitations, the registration rights are assignable by HLTH and its assignees. The Registration Rights Agreement contains customary indemnification and contribution provisions.

Tax Sharing Agreement

HLTH is a party to a Tax Sharing Agreement with WHC that governs the respective rights, responsibilities, and obligations of HLTH and WHC with respect to tax liabilities and benefits, tax attributes, tax contests and other matters regarding taxes and related tax returns. In general, the Tax Sharing Agreement does not require HLTH or WHC to reimburse the other party to the extent of any net tax savings realized by the consolidated group, as a result of the group’s utilization of WHC’s or HLTH’s attributes, including net operating losses, during the period of consolidation. However, under the Tax Sharing Agreement, HLTH was required to compensate WHC for any use of WHC’s net operating loss (NOL) carryforwards that resulted from certain extraordinary transactions that occurred prior to January 1, 2008. Specifically, the Tax Sharing Agreement provides that, with respect such extraordinary transactions, if HLTH or any corporation that is controlled, directly or indirectly, by HLTH, other than WHC or its subsidiaries (the “WHC Subgroup”), had income or gain from the sale of assets (including a subsidiary) outside the ordinary course of business, extinguishment of debt or other extraordinary transaction (“Extraordinary Gains”) that occurred prior to January 1, 2008, HLTH was required to make a payment to WHC equal to 35% of the amount of the WHC Subgroup’s NOL carryforwards that were absorbed in the consolidated tax return as a result of the incurrence of such Extraordinary Gains. Under the Tax Sharing Agreement, HLTH reimbursed WHC approximately $150 million with respect to the EPS Sale and the 2006 EBS Sale.

WHC has agreed in the Tax Sharing Agreement that it will not knowingly take or fail to take any action that could reasonably be expected to preclude HLTH’s ability to undertake a split-off or spin-off on a tax-free basis. WHC has also agreed that, in the event that HLTH decides to undertake a split-off or spin-off of WHC’s capital stock to HLTH’s stockholders, WHC will enter into a new Tax Sharing Agreement with HLTH that

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will set forth the parties’ respective rights, responsibilities and obligations with respect to any such split-off or spin-off.

Beneficial ownership of at least 80% of the total voting power and value of WHC’s capital stock is required in order for HLTH to continue to include the WHC Subgroup in its consolidated group for federal income tax purposes. It is the present intention of HLTH to continue to file a single consolidated federal income tax return with its eligible subsidiaries. Each member of the consolidated group for federal income tax purposes will be jointly and severally liable for the federal income tax liability of each other member of the consolidated group. Accordingly, although the Tax Sharing Agreement allocates tax liabilities between WHC and HLTH during the period in which WHC is included in the consolidated group of HLTH, WHC could be liable for the federal income tax liability of any other member of the consolidated group in the event any such liability is incurred and not discharged by such other member. The Tax Sharing Agreement provides, however, that HLTH will indemnify WHC to the extent that, as a result of being a member of the consolidated group of HLTH, WHC becomes liable for the federal income tax liability of any other member of the consolidated group, other than the WHC Subgroup. Correspondingly, the Tax Sharing Agreement requires WHC to indemnify HLTH and the other members of the consolidated group with respect to WHC’s federal income tax liability. Similar principles generally will apply for income tax purposes in some state, local and foreign jurisdictions.

Indemnity Agreement

WHC and HLTH have entered into an Indemnity Agreement, under which WHC and HLTH have agreed to indemnify each other with respect to some matters. WHC has agreed to indemnify HLTH against liabilities arising from or based on:

•  the operations of WHC’s business;

•  any material untrue statements or omissions in the prospectus included in the registration statement for WHC’s initial public offering (the “WHC IPO Prospectus”), other than material untrue statements or omissions contained in or pertaining to information relating solely to HLTH; and

•  guarantees or undertakings made by HLTH to third parties in respect of WHC’s liabilities or obligations or those of WHC’s subsidiaries.

HLTH has agreed to indemnify WHC against liabilities arising from or based on:

•  the operations of HLTH’s business;

•  any material untrue statements or omissions in the WHC IPO Prospectus, other than material untrue statements or omissions contained in or pertaining to information relating solely to WHC; and

•  certain pre-existing legal proceedings.

The agreement contains provisions governing notice and indemnification procedures.

Intellectual Property License Agreement

The Intellectual Property License Agreement governs certain rights, responsibilities, and obligations of HLTH and WHC with respect to the name “WebMD” and related intellectual property that HLTH has used. Under the Intellectual Property License Agreement, HLTH transferred its rights to the name “WebMD” and related intellectual property to WHC prior to the completion of WHC’s initial public offering.

Private Portals License

HLTH licenses WHC’s private portal health and benefits management services for use by employees of HLTH. The fees payable by HLTH to WHC for this license were approximately $80,000 for 2008 and $250,000 for 2007.

54

Other Arrangements with WHC

On January 31, 2006, HLTH entered into agreements with WHC in which both parties agreed to support each other’s product development and marketing efforts regarding specified product lines. These agreements were amended, in connection with the EPS Sale and the 2006 EBS Sale, to separate the provisions applicable to each of HLTH, EPS and EBS and to make certain modifications in the relationships between WHC and each of those parties. In addition, in connection with the VIPS Sale, the remaining provisions applicable to HLTH and ViPS were terminated. For information regarding the EPS Sale, the 2006 EBS Sale and the ViPS Sale, see Notes 3 and 4 to the Consolidated Financial Statements included in this Annual Report. In an amended agreement with WHC, EPS agreed to continue its strategic relationship with WHC following the EPS Sale and agreed to integrate WHC’s personal health record with the clinical products of EPS, including the electronic medical record, to allow import of data from one to the other, subject to applicable law and privacy and security requirements. In an amended agreement with WHC, EBS agreed to continue its strategic relationship with WHC and to market WHC’s online decision-support platform and tools that support consumer directed health plans and health savings accounts to its payer customers for integration into their consumer directed health offerings. In addition, pursuant to a data license agreement, EBS agreed to license certain de-identified data to HLTH and its subsidiaries for use in the development and commercialization of certain applications that use clinical information, including consumer decision-support applications. As noted above under “— Termination Agreement,” HLTH assigned the data license agreement to WHC in connection with the termination of the merger agreement with WHC.

HLTH has in the past entered into, and may from time to time in the future enter into, ordinary course business arrangements with WHC or its subsidiaries that are not material to either company and may not be the subject of any ongoing contract. For example, from time to time, subsidiaries of HLTH have advertised some of their products and services on WHC’s physician portals.

Other Related Party Transactions

HLTH was reimbursed approximately $297,000 and $278,000 for 2008 and 2007, respectively, by Martin J. Wygod (our Chairman of the Board and Acting Chief Executive Officer) and a corporation that he controls, for personal use of certain of HLTH staff and office facilities and for the personal portion of certain travel expenses.

FMR Corp. reported beneficial ownership, as of December 31, 2008, of shares that represented approximately 9.9% of HLTH’s outstanding Common Stock and approximately 5.2% of the outstanding WHC Class A Common Stock. Affiliates of FMR Corp. provide services to HLTH in connection with the HLTH 401(k) Savings and Employee Stock Ownership Plan and the Porex 401(k) Savings Plan. The aggregate amount charged to HLTH for these services was approximately $74,000 for 2008 and approximately $37,000 for 2007. In 2004, our WebMD segment entered into an agreement with Fidelity Human Resources Services Company LLC (“FHRS”) (formerly known as Fidelity Employer Services Company LLC), an affiliate of FMR Corp., to integrate WebMD’s private portals product into the services FHRS provides to its clients. FHRS provides human resources administration and benefit administration services to employers. HLTH recorded revenue of $9,399,000 in 2008 and $10,362,000 in 2007 related to the FHRS agreement, and $2,070,000 and $2,069,000, respectively, were included in accounts receivable, related to the FHRS agreement, as of December 31, 2008 and December 31, 2007. For additional information, see “Online Services — Our Private Portals: WebMD Health Services — Relationship with Fidelity Human Resources Services Company LLC” in Item 1 of this Annual Report and Note 21 to the Consolidated Financial Statements included in this Annual Report.

Audit Committee Review of Related Party Transactions

Under our company’s Code of Business Conduct, directors and executive officers are required to disclose to our General Counsel or our Compliance Officer any transactions or relationships they are involved in that present or may present a conflict of interest with our company, including those that would be required to be disclosed as a related party transaction under applicable SEC rules. Under our Code of Business Conduct and

55

the Audit Committee Charter, the Audit Committee has authority to determine whether to approve or ratify such transactions and relationships on behalf of our company, other than transactions between HLTH and WHC which, as described below, are overseen by the Related Parties Committee of the Board. The Audit Committee considers whether to ratify or approve such transactions and relationships on a case-by-case basis, rather than pursuant to a general policy.

If not disclosed to the Audit Committee or if, after disclosure, not ratified or approved by the Audit Committee, a transaction or relationship presenting a conflict of interest or potential conflict of interest between a director or executive officer and our company may violate our Code of Business Conduct and other company policies. When reviewing such a relationship or transaction, the Audit Committee will examine the terms of the transaction to determine how close they are to terms that would be likely to be found in a similar arms’-length transaction and, if not, whether they are otherwise reasonable and fair to HLTH. In addition, the Audit Committee will consider the nature of the related party’s interest in the transaction and the significance of the transaction to the related party. If the transaction involves a non-employee director, the Audit Committee may also consider whether the transaction would compromise the director’s independence. The Audit Committee may condition its ratification or approval of a transaction or relationship on imposition of specified limitations on the transaction or relationship or specific monitoring requirements on an ongoing basis.

In the case of transactions and relationships between HLTH and WHC, our Board has delegated ongoing authority to ratify, approve and monitor them to the Related Parties Committee of the Board. See “Corporate Governance — Committees of the Board of Directors — Related Parties Committee” in Item 10 above. The Related Parties Committee of the HLTH Board consists solely of non-employee directors who are not also directors of WHC. WHC has a similar committee with authority to ratify, approve and monitor those transactions and relationships on its behalf, consisting solely of non-employee directors who are not also directors of HLTH.

56

Item 14.   Principal Accountant Fees and Services

In addition to retaining Ernst & Young LLP to audit our consolidated financial statements for 2008 and 2007 and to review our quarterly financial statements during those years, we retained Ernst & Young to provide certain related services. The fees for Ernst & Young’s services to HLTH (including services to WHC) were:

Type of Fees	2008		2007
Audit Fees	$	1,507,981	$	1,903,198
Audit-Related Fees		1,217,026		162,775
Tax Fees		298,600		353,561
All Other Fees		1,500		1,500
Total Fees	$	3,025,107	$	2,421,034

In the above table, in accordance with applicable SEC rules:

•  “audit fees” include: (a) fees for professional services (i) for the audit of consolidated financial statements of HLTH and WHC for that fiscal year, (ii) for review of the consolidated financial statements included in HLTH’s and WHC’s Quarterly Reports on Form 10-Q filed during that fiscal year, and (iii) for the audits of internal control over financial reporting for that fiscal year with respect to HLTH and WHC; and (b) fees for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for that year;

•  “audit-related fees” are fees in the year for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, and consisted of fees related to audits of our employee benefit plans and fees for services related to the terminated WHC Merger, the ViPS Sale, the 2008 EBSCo Sale and the proposed Porex Sale;

•  “tax fees” are fees in the year for professional services for tax compliance, tax advice, and tax planning and analysis, a portion of which related to the terminated WHC Merger; and

•  “all other fees” are fees in the year for any products and services not included in the first three categories and consisted of a subscription to Ernst & Young’s online research tool.

None of these services was provided pursuant to a waiver of the requirement that such services be pre-approved by the Audit Committee. The Audit Committee has determined that the provision by Ernst & Young of non-audit services to HLTH in 2008 is compatible with Ernst & Young maintaining their independence.

The Audit Committee considers whether to pre-approve audit and permissible non-audit services and fees on a case-by-case basis, rather than pursuant to a general policy, with the exception of acquisition-related due diligence engagements, which have been pre-approved by the Audit Committee and are subject to monitoring by the Chairman of the Audit Committee. To ensure prompt handling of unexpected matters, the Audit Committee has delegated to its Chairman the authority to pre-approve audit and permissible non-audit services and fees and to amend or modify pre-approvals that have been granted by the entire Audit Committee. A report of any such actions taken by the Chairman is provided to the Audit Committee at the next Audit Committee meeting.

57

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereto duly authorized, on the 29th day of April, 2009.

HLTH Corporation

By:  /s/  Mark D. Funston

Mark D. Funston

Executive Vice President and

Chief Financial Officer

58

INDEX TO EXHIBITS

Exhibit No.	Description
2.1*	Stock Purchase Agreement, dated as of August 8, 2006, between the Registrant and Sage Software, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on August 11, 2006)
2.2*	Amended and Restated Agreement and Plan of Merger, dated as of November 15, 2006, among Emdeon Corporation, EBS Holdco, Inc., EBS Master LLC, Emdeon Business Services LLC, Medifax-EDI Holding Company, EBS Acquisition LLC, GA EBS Merger LLC and EBS Merger Co. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on November 21, 2006)
2.3*	Securities Purchase Agreement, dated as of February 8, 2008, among the Registrant, EBS Master LLC, the voting members of EBS Master LLC and the purchasers listed therein (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on February 13, 2008)
2.4*	Agreement and Plan of Merger, dated as of February 20, 2008, between the Registrant and WebMD Health Corp. (“WHC”) (incorporated by reference to Exhibit 2.1 to Amendment No. 1, filed on February 25, 2008, to the Current Report on Form 8-K filed by the Registrant on February 21, 2008)
2.5*	Agreement and Plan of Merger, dated as of January 17, 2006, among the WHC, ME Omaha, Inc., eMedicine.com, Inc., and Lilian Shackelford Murray, as Stockholders’ Representative (incorporated by reference to Exhibit 10.1 to the WHC’s Current Report on Form 8-K filed on January 20, 2006)
2.6*	Agreement and Plan of Merger, dated as of April 13, 2006, among Summex Corporation, WHC, and FFGM, Inc. (incorporated by reference to Exhibit 10.1 to WHC’s Current Report on Form 8-K filed on April 19, 2006)
2.7*	Asset Purchase Agreement, dated as of July 19, 2006, among June Plum, Inc. (a wholly owned subsidiary of the Registrant), Medsite, Inc., Medsite Acquisition Corp., MedsiteCME, LLC and Medsite Pharmaceutical Services, LLC (incorporated by reference to Exhibit 10.1 to WHC’s Current Report on Form 8-K filed on July 25, 2006)
2.8*	Unit Purchase Agreement, dated as of November 2, 2006, by and among WHC, Subimo, LLC and the Sellers referred to therein (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by WHC on November 8, 2006) (the “Subimo Purchase Agreement”)
2.9	Termination Agreement, dated as of October 19, 2008, between the Registrant and WHC. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on October 20, 2008)
2.10	Amendment, dated December 3, 2008, to the Subimo Purchase Agreement (incorporated by reference to Exhibit 2.7 to WHC’S Annual Report on Form 10-K for the year ended December 2008 (the “WHC 2008 Form 10-K”)
2.11*	Termination and Mutual Release Agreement, dated as of November 18, 2008, among the Registrant, Marketing Technology Solutions Inc., Jay Goldberg and Russell Planitzer (incorporated by reference to Exhibit 2.8 to the WHC 2008 Form 10-K)
3.1	Eleventh Amended and Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)
3.2	Certificate of Ownership and Merger Amending the Registrant’s Eleventh Amended and Restated Certificate of Incorporation to Change the Registrant’s Name to HLTH Corporation (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on May 21, 2007)
3.3	Amended and Restated Bylaws of Registrant, as currently in effect (incorporated by reference to Exhibit 3.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)
4.1	Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000)

E-1

Exhibit No.	Description
4.2	Indenture, dated as of June 25, 2003, between the Registrant and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)
4.3	Form of 1.75% Convertible Subordinated Note Due 2023 (included in Exhibit 4.2)
4.4	Registration Rights Agreement dated as of June 25, 2003 between WebMD Corporation and Banc of America Securities LLC (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)
4.5	Indenture, dated as of August 30, 2005, between the Registrant and The Bank of New York (incorporated by reference to Exhibit 4.1 to Amendment, filed November 9, 2005 to the Registrant’s Current Report on Form 8-K filed on August 30, 2005)
4.6	Form of 31/8% Convertible Note Due 2025 (included in Exhibit 4.5)
4.7	Registration Rights Agreement dated as of August 30, 2005 between the Registrant and Citigroup Global Markets Inc. (incorporated by reference to Exhibit 4.2 to the Amendment, filed November 9, 2005, to the Registrant’s Current Report on Form 8-K filed on August 30, 2005)
10.1	Form of Indemnification Agreement to be entered into by the Registrant with each of its directors and officers (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
10.2**	WebMD Health Corp. Long-Term Incentive Plan for Employees of Subimo, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006)
10.3	Healtheon/WebMD Media Services Agreement dated January 26, 2000 among the Registrant, Eastrise Profits Limited and Fox Entertainment Group, Inc. (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000), as amended by Amendment dated February 15, 2001 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001)
10.4**	Employment Agreement, dated as of November 9, 2006, between the Registrant and Mark Funston (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 15, 2006)
10.5**	Amended and Restated Employment Agreement, dated as of August 3, 2005 between the Registrant and Martin J. Wygod (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 5, 2005)
10.6**	Letter Agreement, dated as of February 1, 2006 between the Registrant and Martin J. Wygod (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 2, 2006)
10.7**	Employment Agreement, dated September 23, 2004, between the Registrant and Kevin Cameron (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed September 28, 2004)
10.8**	Letter Agreement, dated as of February 1, 2006 between the Registrant and Kevin M. Cameron (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 2, 2006)
10.9**	Amended and Restated Stock Option Agreement dated August 21, 2000 between the Registrant (as successor to Medical Manager Corporation) and Martin J. Wygod (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000, as amended by Amendment No. 1 on Form 10-K/A)
10.10**	Letter Agreement, dated as of April 27, 2005, between the Registrant. and Wayne T. Gattinella (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on May 3, 2005)
10.11**	Employment Agreement, dated as of April 28, 2005, between WebMD, Inc. and Wayne T. Gattinella (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on May 3, 2005)

E-2

Exhibit No.	Description
10.12**	Employment Agreement dated as of February 1, 2006, between the Registrant and Charles A. Mele (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 2, 2006)
10.13**	Form of Amendment to the Registrant’s Equity Compensation Plans and Stock Option Agreements (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Registrant on November 9, 2006)
10.14**	2001 Employee Non-Qualified Stock Option Plan of the Registrant, as amended (incorporated by reference to Exhibit 10.46 to the Registrant’s Form 10-K for the year ended December 31, 2001, as amended by Amendment No. 1 on Form 10-K/A)
10.15**	2002 Restricted Stock Plan of the Registrant and Form of Award Agreement (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002)
10.16**	Amended and Restated 1996 Stock Plan of the Registrant (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006)
10.17**	Amended and Restated 1998 Employee Stock Purchase Plan of the Registrant (incorporated by reference to Exhibit 99.27 to the Registrant’s Registration Statement on Form S-8 (No. 333-47250) filed October 4, 2000)
10.18**	Amended and Restated 2000 Long-Term Incentive Plan of the Registrant (incorporated by reference to Annex E to the Registrant’s Proxy Statement for its 2006 Annual Meeting filed on August 14, 2006)
10.19**	WebMD, Inc. Amended and Restated 1997 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-8 (No. 333-90795) filed November 12, 1999)
10.20**	Envoy Stock Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (No. 333-42616) filed July 31, 2000)
10.21**	Amended and Restated 1989 Class A Non-Qualified Stock Option Plan of Synetic, Inc. (incorporated by reference to Exhibit 10.1 to Synetic, Inc.’s Registration Statement on Form S-1 (No. 333-28654) filed May 18, 1989)
10.22**	Amended and Restated 1989 Class B Non-Qualified Stock Option Plan of Synetic, Inc. (incorporated by reference to Exhibit 10.2 to Synetic, Inc.’s Registration Statement on Form S-1 (No. 333-28654) filed May 18, 1989)
10.23**	1991 Director Stock Option Plan of Synetic, Inc. (incorporated by reference to Exhibit 4.2 to Synetic, Inc.’s Registration Statement on Form S-8 (No. 333-46640) filed March 24, 1992)
10.24**	Amended and Restated 1991 Special Non-Qualified Stock Option Plan of Synetic, Inc. (incorporated by reference to Exhibit 4.3 to Synetic, Inc.’s Registration Statement on Form S-8 (No. 333-36041) filed September 19, 1997)
10.25**	Medical Manager Corporation’s 1996 Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Medical Manager Corporation’s (Commission File No. 0-29090) Quarterly Report on Form 10-Q for the quarter ended September 30, 1998)
10.26**	Medical Manager Corporation’s 1996 Amended and Restated Non-Employee Director’s Stock Plan (incorporated by reference to Exhibit 10.2 to Medical Manager Corporation’s (Commission File No. 0-29090) Annual Report on Form 10-K for the fiscal year ended December 31, 1997)
10.27**	1996 Class C Stock Option Plan of Synetic, Inc. (incorporated by reference to Exhibit 4.1 to Synetic, Inc.’s Registration Statement on Form S-8 (No. 333-36041) filed September 19, 1997)
10.28**	1997 Class D Stock Option Plan of Synetic, Inc. (incorporated by reference to Exhibit 4.2 to Synetic, Inc.’s Registration Statement on Form S-8 (No. 333-36041) filed September 19, 1997)
10.29**	1998 Class E Stock Option Plan of Synetic, Inc. (incorporated by reference to Exhibit 4.1 to Synetic, Inc.’s Registration Statement on Form S-8 (No. 333-72517) filed February 17, 1999)

E-3

Exhibit No.	Description
10.30**	The 1999 Medical Manager Corporation Stock Option Plan for Employees of Medical Manager Systems, Inc. (incorporated by reference to Exhibit 10.28 to Medical Manager Corporation’s Annual Report on Form 10-K for the year ended June 30, 1999)
10.31**	1998 Porex Technologies Corp. Stock Option Plan of Synetic, Inc. (incorporated by reference to Exhibit 4.2 to Synetic, Inc.’s Registration Statement on Form S-8 (No. 333-72517) filed February 17, 1999)
10.32**	CareInsite, Inc. 1999 Officer Stock Option Plan (incorporated by reference to Exhibit 10.18 to Amendment No. 6 to CareInsite, Inc.’s Registration Statement on Form S-1 (No. 333-75071) filed June 11, 1999)
10.33**	CareInsite, Inc. 1999 Employee Stock Option Plan (incorporated by reference to Exhibit 10.17 to Amendment No. 6 to CareInsite, Inc.’s Registration Statement on Form S-1 (No. 333-75071) filed June 11, 1999)
10.34**	CareInsite, Inc. 1999 Director Stock Option Plan (incorporated by reference to Annex H to the Proxy Statement/Prospectus, filed on August 7, 2000, and included in the Registrant’s Registration Statement on Form S-4 (No. 333-39592)
10.35**	Amendment to Company Stock Option Plans of Medical Manager Corporation and CareInsite, Inc. (incorporated by reference to Exhibit 99.28 to the Registrant’s Registration Statement on Form S-8 (No. 333-47250) filed October 4, 2000)
10.36**	2004 Non-Qualified Stock Option Plan for Employees of VIPS, Inc. (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)
10.37**	Stock Option Agreement between the Registrant and Wayne Gattinella dated August 20, 2001 (incorporated by reference to Exhibit 4.8 to the Registrant’s Registration Statement on Form S-8 (No. 333-888420) filed May 16, 2002)
10.38	Amended and Restated Tax Sharing Agreement between WHC and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 16, 2006)
10.39	Contribution, Assignment and Assumption Agreement, dated as of September 6, 2005, by and between WHC and the Registrant (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 (No. 333-124832) of WHC (the “WHC Registration Statement”))
10.40**	Form of Restricted Stock Agreement between WHC and Employees (incorporated by reference to Exhibit 10.48 to the WHC Registration Statement)
10.41**	Form of Restricted Stock Agreement between WHC and Non-Employee Directors (incorporated by reference to Exhibit 10.49 to the WHC Registration Statement)
10.42**	Form of Non-Qualified Stock Option Agreement between WHC and Employees (incorporated by reference to Exhibit 10.50 to the WHC Registration Statement)
10.43**	Form of Non-Qualified Stock Option Agreement between WHC and Non-Employee Directors (incorporated by reference to Exhibit 10.51 to the WHC Registration Statement)
10.44**	Amended and Restated WebMD Health Corp. 2005 Long-Term Incentive Plan (incorporated by reference to Annex A to WHC’s Proxy Statement for its 2008 Annual Meeting filed on November 5, 2008)
10.45**	Form of Restricted Stock Agreement between the Registrant and Employees for Grants Under the Registrant’s 2000 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.57 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)
10.46**	Form of Non-Qualified Stock Option Agreement between the Registrant and Employees for Grants Under the Registrant’s 2000 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.58 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)
10.47**	Form of Non-Qualified Stock Option Agreement between the Registrant and Employees for Grants Under the Registrant’s 1996 Stock Plan (incorporated by reference to Exhibit 10.59 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)

E-4

Exhibit No.	Description
10.48	Loan Agreement, dated as of May 6, 2008, between Citigroup Global Markets Holdings Inc. and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
10.49	Loan Agreement, dated as of May 6, 2008, between Citigroup Global Markets Inc. SB and WHC (incorporated by reference to Exhibit 10.1 to the WHC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
10.50**	Amendment No. 2, dated as of December 1, 2008, between the Registrant and Martin J. Wygod (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 5, 2008)
10.51	Seconded Amended and Restated Tax Sharing Agreement between the Registrant and WHC (incorporated by reference to Exhibit 10.51 to the WHC 2008 Form 10-K)
10.52**	Letter Agreement, dated December 29, 2008, between the Registrant and Martin J. Wygod***
10.53**	Amendment to Employment Agreement, dated as of December 16, 2008, between the Registrant and Kevin M. Cameron***
10.54**	Letter Amendment, dated as of December 10, 2008, between the Registrant and Mark D. Funston***
10.55**	Letter Amendment, dated as of December 10, 2008, between the WHC and Wayne T. Gattinella (incorporated by reference to Exhibit 10.53 to the WHC 2008 Form 10-K)
10.56**	Amendment, dated as of December 16, 2008, to Amended and Restated Employment Agreement between the Registrant and Charles A. Mele***
10.57**	Letter Agreement, dated as of February 19, 2009, between the Registrant and Charles A. Mele***
10.58**	WebMD, LLC Supplemental Bonus Program Trust Agreement (incorporated by reference to Exhibit 10.48 to Amendment No. 1, filed on April 29, 2008, to WHC’s Annual Report on Form 10-K for the year ended December 31, 2007)
10.59**	Amendment No. 1 to WebMD Supplemental Bonus Program Trust Agreement (incorporated by reference to Exhibit 10.58 to Amendment No. 1, filed on April 29, 2009, to the WHC 2008 Form 10-K)
10.60**	Employment Agreement, dated as of July 19, 2002, between Porex Holdings, Inc. and William A. Midgette****
10.61**	Letter Amendment, dated as of March 15, 2008, between Porex Corporation and William A. Midgette****
10.62**	Amendment No. 2, dated as of December 18, 2008 to Employment Agreement between Porex Corporation and William A. Midgette****
10.63**	Employment Agreement, dated as of July 9, 2005, between VIPS, Inc. and Arthur Lehrer****
10.64**	Letter Amendment, dated as of March 15, 2008, between VIPS, Inc. and Arthur Lehrer****
12.1	Computation of Ratio of Earnings to Fixed Charges***
14.1	Code of Business Conduct****
21	Subsidiaries of the Registrant***
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm***
23.2	Consent of Ernst & Young LLP, Independent Auditors for Exhibit 99.14***
24.1	Power of Attorney (see previously filed signature page of this Annual Report on Form 10-K)***
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of the Registrant*****
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of the Registrant*****
32.1	Section 1350 Certification of Chief Executive Officer of the Registrant***
32.2	Section 1350 Certification of Chief Financial Officer of the Registrant***
99.1	Audit Committee Charter (incorporated by reference to Annex A to the Registrant’s Proxy Statement for its 2007 Annual Meeting filed on August 14, 2007)

E-5

Exhibit No.	Description
99.2	Compensation Committee Charter (incorporated by reference to Annex B to the Registrant’s Proxy Statement for its 2007 Annual Meeting filed on August 14, 2007)
99.3	Nominating Committee Charter (incorporated by reference to Annex C to the Registrant’s Proxy Statement for its 2007 Annual Meeting filed on August 14, 2007)
99.4	Governance & Compliance Committee Charter (incorporated by reference to Annex D to the Registrant’s Proxy Statement for its 2007 Annual Meeting filed on August 14, 2007)
99.5	Restated Certificate of Incorporation of WHC (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A filed by WHC on September 29, 2005 (referred to in this Exhibit Index as the “WHC Form 8-A”)
99.6	Amended and Restated Bylaws of WHC (incorporated by reference to the Current Report on Form 8-K filed by WHC on December 17, 2007)
99.7	Form of Services Agreement between WHC and the Registrant (incorporated by reference to Exhibit 10.2 to the WHC Registration Statement)
99.8	Form of Indemnity Agreement between WHC and the Registrant (incorporated by reference to Exhibit 10.3 to the WHC Registration Statement)
99.9	Form of Intellectual Property License Agreement between WHC and the Registrant (incorporated by reference to Exhibit 10.4 to the WHC Registration Statement)
99.10	Form of Private Portal Services Agreement between the Registrant and WebMD, Inc. (incorporated by reference to Exhibit 10.6 to the WHC Registration Statement)
99.11	Form of Content License Agreement between the Registrant and WebMD, Inc. (incorporated by reference to Exhibit 10.7 to the WHC Registration Statement)
99.12	Form of Database Agreement between the Registrant and WebMD, Inc. (incorporated by reference to Exhibit 10.8 to the WHC Registration Statement)
99.13	Letter, dated February 2, 2007, executed by WHC and the Registrant (incorporated by reference to Exhibit 10.1 to WHC’s Current Report on Form 8-K filed on February 2, 2007)
99.14	Consolidated Financial Statements of EBS Master LLC for the Year Ended December 31, 2007 and the Period from November 16, 2006 to December 31, 2006 (incorporated by reference to Exhibit 99.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007)

*	With respect to the agreements filed as Exhibits 2.1 through 2.8 and Exhibit 2.11, certain of the exhibits and the schedules to those agreements have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.
**	Agreement relates to executive compensation.
***	Previously filed with this Annual Report on Form 10-K (as originally filed on March 2, 2009).
****	Filed with this Amendment No. 1.
*****	Filed with this Amendment No. 1 and the required copy was also previously filed with this Annual Report on Form 10-K (as originally filed on March 2, 2009)

E-6

EX-10.60

Exhibit 10.60

CONFORMED COPY

          EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 19, 2002 (the “Effective Date”), by and between POREX HOLDINGS, INC., a Delaware corporation (the “Company”), and WILLIAM A. MIDGETTE (“Executive”).

          WHEREAS, the Company desires to employ Executive on a full-time basis and Executive desires to be so employed by the Company;

          NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein (including, without limitation, the Company’s employment of Executive and the advantages and benefits thereby inuring to Executive) and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

          1 Effectiveness of Agreement and Employment of Executive.

          1.1 Effectiveness of Agreement. This Agreement shall become effective as of the Effective Date. Executive’s employment under this Agreement shall commence on a date to be mutually agreed upon but no later than September 1, 2002 (the “Employment Commencement Date”).

          1.2 Employment by the Company. The Company hereby employs Executive as its President and Chief Executive Officer and Executive hereby accepts such employment with the Company. Executive shall report to, and perform such duties and services for the Company and its subsidiaries and affiliates (such subsidiaries and affiliates, collectively, “Affiliates”) as may be designated from time to time by, the Chairman of the Board and/or the Board of Directors of the Company or its designee. 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. The Executive acknowledges that he shall be required to travel on business in connection with the performance of his duties hereunder.

          2 Compensation and Benefits.

          2.1 Salary. The Company shall pay Executive for services during his employment under this Agreement a base salary at the annual rate of $280,000 (“Base Salary”). Any and all increases to Executive’s Base Salary shall be determined by the Compensation Committee of the Board of Directors of the Company, in its sole discretion. 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.

          2.2 Bonus. For each fiscal year of the Company during the Employment Period, Executive shall be eligible to receive up to $140,000 based upon the achievement of specified performance goals. These performance goals are to be determined by the Compensation Committee in consultation with Executive within 90 days following the commencement of the fiscal year or, in the case of the current year, within 90 days following the Employment Commencement Date.

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          2.3 WebMD Stock Options.

          (a) On the Employment Commencement Date, subject to the approval of the Compensation Committee of the Board of Directors of WebMD Corporation (“WebMD”), you will be granted a nonqualified option to purchase 160,000 shares of WebMD common stock (the “WebMD Option”) at an exercise price equal to the closing price of WebMD’s common stock on the Employment Commencement Date. The WebMD Option shall be granted pursuant to the terms of a stock option agreement to be entered into between WebMD and Executive, which agreement shall be in substantially the same form provided by WebMD to its employees generally. The WebMD Option shall vest and become exercisable in accordance with the following schedule: 25% shall vest on the first anniversary of the Employment Commencement Date and 25% shall vest on each of the subsequent three anniversaries of the Employment Commencement Date subject to Executive’s continued employment with the Company on the applicable vesting date (except as provided in Section 4.4 below). The WebMD Option will have a term of ten years subject to earlier expiration in the event of the termination of Executive’s employment or in the event of a Sale of the Company (as defined below) or the consummation of an initial public offering of more than 50% of the voting stock of the Company (including by virtue of an exchange offer, a “Public Offering”).

          (b) In the event of a Sale or a Public Offering of the Company during the Employment Period, (i) the vested portion of the Option (if any) will remain outstanding through the first anniversary of the date on which the Sale or the Public Offering of the Company occurred and (ii) the unvested portion of the WebMD Option will be forfeited in accordance with its normal terms without any payment made therefore. For purposes hereof, a “Sale” of the Company means (i) if any person, entity or group other than the Company or any benefit plan thereof, and their respective affiliates (a “Third Party”), shall have acquired at least 50% of the voting power of the outstanding voting securities of all or substantially all of the Company or (ii) a reorganization, merger or consolidation of all or substantially all of the Company with a Third Party, or (iii) a sale or other disposition of all or substantially all of the assets of the Company to a Third Party. For purposes of this provision, the Company shall include its subsidiary companies, Porex Corporation, Porex GmHB, Porex Bio Products, Inc., Porex Medical Products, Inc., Porex Surgical Inc., Mupor Limited, Porex UK, Porex New York, Inc. and Outpatient Services, and any other company currently part of the Porex group of companies.

          (c) In the event of a “Sale of WebMD” (as defined below) prior to the consummation of a Public Offering or Sale of the Company, (i) the WebMD Option will vest in full on the first anniversary of the date on which the Sale of WebMD occurred so long as Executive remains in the employ of the Company on such date and (ii) if Executive’s employment is terminated by the Company without Cause or by him for Good Reason prior to the first anniversary of the date on which the Sale of WebMD occurred, the WebMD Option would vest on the date of termination; provided, however, that no such acceleration will occur in the event that a Public Offering of the Company occurs during such one year period. For purposes hereof, a “Sale of WebMD” means (i) if any person, entity or group other than WebMD or any benefit plan thereof, and their respective affiliates (a “Third Party of WebMD”), shall have acquired at least 50% of the voting power of the outstanding voting securities of all or substantially all of WebMD or (ii) a reorganization, merger or consolidation of all or substantially all of WebMD with a Third Party of WebMD where a majority of the directors of WebMD prior to such reorganization, merger or consolidation do not constitute a majority of the board of directors of the surviving corporation, or (iii) a sale or other disposition of all or substantially all of the assets of WebMD to a Third Party of WebMD.

          2.4 Company Stock Options.

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          (a) In the event of a Public Offering, the Company shall recommend to the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) that Executive be granted a nonqualified option (the “New Stock Option”) to purchase 160,000 shares of the Company’s common stock. The New Stock Option grant assumes a capitalization of 15 million shares upon the consummation of a Public Offering. The number of New Stock Options shall be adjusted proportionately in the event the capitalization of the Company upon the consummation of a Public Offering is different than the 15 million shares assumed above. The New Options shall be at an exercise price equal to the fair market value of the Company’s common stock (as determined by the Compensation Committee) on the date of grant of the New Stock Option (the “Date of Grant”). The New Stock Option shall be granted pursuant to the terms of a stock option agreement to be entered into between the Company and Executive, which agreement shall be in substantially the same form provided by the Company to its employees generally. The New Stock Option shall vest and become exercisable, subject to his continued employment with the Company on such dates (except as provided in Section 4.4 below) in accordance with the following schedule: 25% shall vest on the first anniversary of the Date of Grant and 25% shall vest on each of the subsequent three anniversaries of the Date of Grant. The New Stock Option shall have a term of ten years, provided that in the event of a termination of Executive’s employment with the Company, subject to Section 4.4, that portion of the New Stock Option that was vested on the date of termination shall remain outstanding for 90 days (one year in the event of termination because of death or Permanent Disability (as defined below)) and the unvested portion shall be forfeited without any payment made therefor.

          (b) The Executive acknowledges that there is no assurance that a Public Offering will occur and that if the Public Offering shall not occur, the Company shall have no obligation under this Section 2.4.

          (c) In the event of a Sale of the Company following the consummation of a Public Offering, (i) the New Stock Option will vest in full on the first anniversary of the date on which the Sale occurred so long as Executive remains in the employ of the Company (or the successor) on such date and (ii) if Executive’s employment is terminated by the Company (or the successor) without Cause or by him for Good Reason prior to the first anniversary of the date on which the Sale occurred, the New Stock Option would vest on the date of termination.

          2.5 Benefits. During the Employment Period, Executive shall be entitled to participate, on the same basis and at the same level as other similarly situated executives of the Company, in any group insurance, hospitalization, medical, health and accident, disability, fringe benefit and tax-qualified retirement plans or programs of the Company now existing or hereafter established to the extent that he is eligible under the general provisions thereof. Executive shall be entitled to no less than four weeks of vacation time during each twelve-month fiscal year of the Company during the Employment Period. The date or dates of such vacations shall be selected by Executive having reasonable regard to the business needs of the Company. During the Employment Period, the Company shall pay the annual premium associated with a term life insurance policy with a face value equal to the difference between $1 million and the amount of life insurance provided by the Company’s group life insurance policy so long as Executive is considered a “standard risk” for purposes of such policy.

          2.6 Car Allowance. During the Employment Period, Executive shall be entitled to a car allowance of $1,000 per month.

          2.7 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 therefor, 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.

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          2.8 Country Club Fees. During the Employment Period, the Company shall pay the initiation fee (up to $10,000) and annual dues, including assessments, but excluding expenses, applied for such year (up to $5,000 per year) for Executive’s membership in a country club of his choice (subject to the approval of the Company which shall not unreasonably be withheld).

          3 Employment Period. Executive’s employment under this Agreement shall commence as of the Employment Commencement 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 (as it may be extended, the “Employment Period”).

          4 Termination.

          4.1 Termination by the Company for Cause. 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.

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

(i)	Executive’s failure to satisfactorily perform his duties in any material respect following written notice and a reasonable period of time (not in excess of 30 days) to correct such failure;
(ii)	Executive engaging in any misconduct, negligence, act of dishonesty, violence or threat of violence that is demonstrably injurious to the Company;
(iii)	Executive’s material breach of a Company policy, which breach is not cured (if susceptible to cure) following notice and a reasonable period of time (not in excess of 30 days) to correct such breach;
(iv)	Any material breach by Executive of this Agreement, which breach is not cured (if susceptible to cure) following written notice and a reasonable period of time (not in excess of 30 days) to correct such breach;
(v)	Executive’s failure to adhere to the lawful instructions of the Chairman of the Board of Directors of the Company; or
(vi)	Executive’s commission of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude involving the Company, or which could reflect negatively upon the Company or otherwise impair or impede its operations.

          4.2 Permanent Disability. If during his employment with the Company, (i) 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, or (ii) a qualified independent physician determines that Executive is mentally or physically disabled so as to be unable to regularly perform the duties of his position and such condition is expected to be of a permanent duration (a “Permanent Disability”), then the Company shall have the right to terminate Executive’s employment with the Company upon written

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notice to Executive. 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 and acceleration of the unvested portion of the WebMD Option or the New Stock Option, if such options are outstanding at the time of termination. Such options would remain outstanding and through the first anniversary of the date of such termination.

          4.3 Death. Executive’s employment with the Company shall be deemed terminated by the Company upon the death of Executive and the Company shall have no obligation to Executive or Executive’s estate other than the payment of Executive’s earned and unpaid compensation to the effective date of such termination and acceleration of the unvested portion of the WebMD Option or the New Sock Option, if such options are outstanding at the time of termination. Such options would remain outstanding through the first anniversary of the date of such termination.

          4.4 Termination by the Company Without Cause; by Executive for Good Reason.

          (a) Executive’s employment with the Company may be terminated at any time by the Company without Cause or by Executive for Good Reason (as defined below). In the event that Executive’s employment with the Company is terminated by the Company without Cause (not including by notice of the Company pursuant to Section 3 of its desire to not renew this Agreement), or if Executive resigns from such employment for Good Reason (either of the foregoing a “Qualifying Termination”), the Company shall have no obligation to Executive other than (subject to Executive’s continued compliance with his obligations under this Agreement): (i) the payment of Executive’s earned and unpaid compensation to the effective date of such Qualifying Termination; (ii) a continuation of Executive’s Base Salary (at the rate in effect at the time of such Qualifying Termination) for a period (the “Severance Period”) commencing on the date of termination and ending on the second anniversary of the date of termination; (iii) with respect to Executive’s rights under Section 4980B(f) of the Internal Revenue Code of 1986, as amended (relating to “COBRA” coverage), the payment by the Company during the eighteen month period following the date of termination (or, if earlier, until Executive is eligible for comparable coverage with a subsequent employer) of the employer’s portion of the applicable premium that is paid by the Company for similarly situated active employees who receive the same type of coverage (to the extent he remains eligible for COBRA); (iv) if such termination occurs prior to a Sale or a Public Offering, the WebMD Option shall remain outstanding and continue to vest as if Executive remained in the employ of the Company through the end of the Severance Period and (v) if such termination occurs subsequent to a Public Offering the New Stock Option (if any had been granted) shall remain outstanding and continue to vest as if Executive remained in the employ of the Company through the end of the Severance Period. All of such payments and any further vesting will cease in the event of any breach by Executive of any provision of this Agreement (including, without limitation, the provisions of Section 5).

          (b) For purposes of this Agreement, the term “Good Reason” shall mean any of the following conditions or events which condition(s) or event(s) remain in effect 30 days after written notice is provided by Executive to the Company detailing such condition or event:

(i)	any reduction in Base Salary;
(ii)	any material breach by the Company of this Agreement; or
(iii)	the relocation of Executive’s place of work to a location more than 50 miles from his work location as of the Employment Commencement Date, provided that the place of relocation also is at a further distance from Executive’s residence than is his work location as of the Employment Commencement Date.

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          4.5 Termination by Executive Without Good Reason. Executive may resign from his employment with the Company without Good Reason, provided that Executive shall provide the Company with ninety (90) days advance written notice (which notice requirement may be waived, in whole or in part, by the Company in its sole discretion) of his intent to terminate without Good Reason. Upon such a termination, the Company shall have no obligation other than the payment of Executive’s earned but unpaid compensation to the effective date of such termination.

          4.6 Expiration of the Employment Period. Following the expiration of the Initial Employment Period, in the event Executive’s employment is terminated by the Company, the Company shall have no obligation to Executive other than the continuation of Executive’s Base Salary (at the rate in effect at the time of such termination) through the first anniversary of the date of termination. Such payments will cease upon a breach by Executive of any provisions of this Agreement that survive the expiration of the Employment Period.

          4.7 Liquidated Damages. Executive acknowledges that any payments and benefits under Section 4 resulting from a termination of his employment with the Company are in lieu of any and all claims that Executive may have against the Company (other than benefits under the Company’s employee benefit plans that by their terms survive termination of employment, benefits under COBRA and rights to indemnification under certain indemnification arrangements for officers of the Company), and represent liquidated damages (and not a penalty). As a condition to receiving the payments and benefits set forth in this Section 4 upon a Qualifying Termination or the expiration of the Employment Period, Executive shall be required to confirm such acknowledgment in writing and execute and not revoke a waiver and release of claims, in the form provided by the Company.

          5 Covenants.

          5.1 Confidentiality. (a) The Company and its Affiliates develop, manufacture and distribute proprietary porous and solid plastic products and components throughout the world. The Company’s proprietary technology and manufacturing capabilities enable it to produce a wide variety of components that are also used in industrial and consumer applications. The Company’s finished products are used in the medical device, life science, research, clinical laboratory and surgical markets. The Company also makes components and devices that are incorporated into products of other manufacturers. Executive acknowledges that the success of the Company and its Affiliates is dependent on developing and maintaining a considerable body of highly valuable Trade Secrets and Confidential Information (as such terms are defined below), the continued secrecy and confidentiality of which are crucial to their success and that the success of the Company and its Affiliates is also dependent upon providing consistently good products to its customers, engendering goodwill among its customers, and developing and strengthening business relationships with current and prospective customers. To further such objectives, Executive, in the performance of his duties for the Company, will have access to Trade Secrets and Confidential Information and shall have substantial contact with customers of the Company and/or its Affiliates.

          (b) Executive acknowledges that the covenants contained herein are reasonable and necessary to protect Trade Secrets, Confidential Information and the goodwill of the Company and its Affiliates and that he is capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this Agreement.

          (c) As used in this Agreement, the term “Trade Secrets” shall mean all secret, proprietary or Confidential Information regarding the Company or its Affiliates that fits within the definition of “trade secrets” under the Georgia Trade Secrets Act. Nothing in this Agreement is intended, or shall be construed, to limit the definitions or protections of the Georgia Trade Secrets Act or any other

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applicable law protecting trade secrets or other confidential information. “Trade Secrets” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of Company.

          (d) As used in this Agreement, the term “Confidential Information” shall mean all information regarding the Company and its Affiliates and the activities of the Company and its Affiliates that do not rise to the level of a trade secret, but are not generally known to persons not employed by the Company and its Affiliates, are not generally disclosed by Company practice or authority to persons not employed by the Company or its Affiliates and are the subject of reasonable efforts to keep it confidential. Without limiting the generality of the foregoing, Confidential Information shall include, but not be limited to, product concepts, production techniques, pricing data, technical information relating to the Company’s products, production processes and product development, product formulas, purchase and supply information, information concerning current and future development and expansion or contraction plans, sale/acquisition plans and contacts, marketing plans and contacts, information concerning the compensation and effectiveness of employees, legal affairs and certain information concerning the strategy, tactics and financial affairs of the Company and its Affiliates. “Confidential Information” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company. This definition shall not limit any definition of “confidential information” or any equivalent term under the Georgia Trade Secrets Act or any other state, local or federal law. Without limiting the generality of the foregoing, “Confidential Information” and “Trade Secrets” shall include Confidential Information and Trade Secrets of WebMD.

          (e) During Executive’s employment by the Company and for a period of five (5) years after Executive’s employment with the Company terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Confidential Information to any person, concern or entity, except as required to fulfill his duties hereunder, and will not misuse, misappropriate or exploit such Confidential Information in any way. During the term of this Agreement and perpetually thereafter, for so long as the information remains a Trade Secret, Executive shall not directly or indirectly, for himself or for others, transmit or disclose any Trade Secret to any person, concern or entity, except as required to fulfill his duties hereunder, and will not misuse, misappropriate or exploit such Trade Secret in any way.

          (f) Executive agrees that at any time during the Employment Period or thereafter, Executive shall not make, or cause or assist any other person to make, any statements or other communications to any third party that impugns or attacks, or is otherwise critical of, the reputation, business or character of the Company, its Affiliates or any of their respective officers, director, employees, products or services.

          5.2 Rights to Materials and Return of Materials.

          All records, files, software, software code, memoranda, reports, price lists, customer lists, drawings, plans, sketches, documents, technical information, information on the use, development and integration of software, and the like (together with all copies of such documents and things) relating to the Company’s business or containing Confidential Information or Trade Secrets, which Executive shall use or prepare or come in contact with in the course of, or as a result of, Executive’s employment by the Company shall, as between the parties to this Agreement, remain the sole property of the Company. Laptop computers, other computers, software and related data, information and things provided to Executive by the Company or obtained by Executive, directly or indirectly, from the Company, also shall remain the sole property of the Company. Upon the termination of Executive’s employment or upon the prior demand of the Company, Executive shall immediately return all such materials and things to the

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Company and shall not retain any copies or remove or participate in removing any such materials or things from the premises of the Company after termination or the Company’s request for return.

          5.3 Inventions, Discoveries and Improvements.

          (a) All Developments (as defined below) that are at any time made, conceived or suggested by Executive, whether acting alone or in conjunction with others, during or as a result of Executive’s employment with the Company or its Affiliates, shall be the sole and absolute property of the Company and its Affiliates, free of any reserved or other rights of any kind on Executive’s part. During the Executive’s employment and, if such Developments were made, conceived or suggested by Executive during or as a result of Executive’s employment with the Company, or its 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 its 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, plans, 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 its Affiliates.

          (b) If a patent application or copyright registration is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the Company’s business of which Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.

          5.4 Restrictions on Solicitation. (a) During the period beginning on the Employment Commencement 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, without the prior written permission of the Company, directly or indirectly, solicit, induce or attempt to induce any employees or agents of the Company or its Affiliates with whom Executive has had Material Contact (as defined below) to do anything from which Executive is restricted by reason of this Agreement nor shall Executive solicit, induce or aid others to solicit or induce any employees or agents of the Company or its Affiliates with whom Executive has had Material Contact to terminate their employment with the Company or its Affiliates and/or to enter into an employment or agency relationship with the Executive or any other person or entity with whom Executive is affiliated.

          (b) During the Restricted Period, Executive shall not, directly or indirectly, without the prior written approval of the Company, solicit or contact any customer or potential customer with which Executive has had any Material Contact for the purpose of providing such customer or potential customer products or services that are the same as or substantially similar to those provided or offered to be provided by the Company.

          (c) For purposes of this Agreement, Executive had “Material Contact” with an employee, agent or customer if, during the twelve (12) month period prior to the termination of Executive’s employment, (i) Executive had business dealings with the employee, agent, customer or potential customer on behalf of the Company or its Affiliates; or (ii) Executive was responsible for supervising or coordinating dealings between the Company or its Affiliates, and the customer or potential

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customer; or (iii) Executive obtained Trade Secrets or Confidential Information about the customer or potential customer as a result of his employment with the Company.

          5.5 Restrictions on Competitive Employment. (a) During the Restricted Period, Executive shall not, in any state in the United States where the Company or its Affiliates (excluding WebMD) conduct business, directly or indirectly, without the prior written approval of the Company, engage in a Competitive Position (as defined below) with, or own an interest in, any firm or business that is (i) engaged in competition with the Company or any of its Affiliates (excluding WebMD), or (ii) developing products or services competitive with those of the Company or any of its Affiliates (excluding WebMD) (each of the businesses described in clauses (i) and (ii) a “Competitive Business”). Notwithstanding the foregoing, Executive may have an interest consisting of publicly traded securities constituting less than 1 percent of any class of public traded securities in any public company engaged in a Competitive Business provided that he is not employed by and does not consult with, or become a director of or otherwise engage in any activities for such company. For purposes of this Agreement, “Competitive Position” shall mean any service rendered to a Competitive Business (as a principal, agent, employee, consultant or otherwise) in which Executive will use or is likely to use any Confidential Information or Trade Secrets and in which Executive has duties to such company engaged in a Competitive Business that are the same or similar to those actually performed by Executive for the Company.

          (b) For purposes of the covenant not to compete set forth in Section 5.5(a) above, Executive acknowledges that the Company and its Affiliates presently conduct their businesses throughout the United States, Europe and Asia. Executive agrees that the Restricted Period and the geographical areas encompassed by such covenant are necessary and reasonable in order to protect the Company in the conduct of its business.

          5.6 Remedies. Executive acknowledges and agrees that the non-disclosure, non-solicitation and non-competition covenants contained in this Agreement are a reasonable means of protecting the Company and its Affiliates from unfair competition by Executive. Executive acknowledges and agrees that damages for a breach or threatened breach of any of the covenants set forth in this Section 5 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 without the necessity of posting a bond.

          6 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:

if to the Company:

Porex Holdings, Inc.
500 Bohannon Road
Fairburn, Georgia 30213
Telecopier No.: (770) 969-5117
Attention: Chief Financial Officer

With a copy to:

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WebMD Corporation
669 River Drive
Elmwood Park, NJ 07407
Attention: General Counsel

if to the Executive:

William A. Midgette
[address]

          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.

          7 Miscellaneous.

          7.1 Representations and Covenants. In order to induce the Company to enter into this Agreement, Executive makes the following representations and covenants to the Company and acknowledges that the Company is relying upon such representations and covenants:

          (a) No agreements or obligations exist to which the Executive is a party or otherwise bound, in writing or otherwise, that in any way interfere with, impede or preclude him from fulfilling all of the terms and conditions of this Agreement.

          (b) Executive, during his employment, shall use his best efforts to disclose to the Chairman of the Board of the Company in writing or by other effective method any bona fide information known by him and not known to the Chairman of the Board of the Company that he reasonably believes would have any material negative impact on the Company or an Affiliate.

          7.2 Entire Agreement. This Agreement and the stock option agreements referenced in Sections 2.3 and 2.4 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.

          7.3 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 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.

          7.4 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.

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

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          7.6 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 Georgia applicable to contracts executed and to be wholly performed within such State.

          7.7 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.

          7.8 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 are 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.

          7.9 Withholding Taxes. All payments hereunder shall be subject to any and all applicable federal, state, local and foreign withholding taxes.

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

POREX HOLDINGS, INC.
By:	/s/ Victor L. Marrero
	Name:	Victor L. Marrero
	Title:	President
EXECUTIVE
/s/ William A. Midgette
William A. Midgette

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EX-10.61

Exhibit 10.61

CONFORMED COPY

As of March 15, 2008

William Midgette
c/o Porex Corporation
500 Bohannon Road
Fairburn, GA 30213

Dear Bill:

Reference is made to the Employment Agreement dated July 19, 2002 (the “Employment Agreement”) by and between you and Porex Holdings, Inc. (which was subsequently merged into SNTC Holding, Inc.). As you are aware, your employer has been Porex Corporation and this amendment evidences the assignment of the Employment Agreement from SNTC Holding, Inc. to Porex Corporation. All references to “the Company” in the Employment Agreement will be deemed references to Porex Corporation. In connection with the possible sale of the Company and/or its subsidiaries, the Company has determined that it is appropriate to enter into this amendment to the Employment Agreement (“Amendment”) in order to encourage you to remain in the employ of the Company and to remain focused on the business and operations of the Company without distraction.

1. Retention Bonus.

A new Section 2.9 is hereby added to the Employment Agreement at the end of Section 2 to read as follows:

“Retention Bonuses. (a) Executive shall be entitled to receive a bonus (the “Porex Corp. Retention Bonus”) of $66,667 or such greater amount as may be determined by the Compensation Committee (“Committee”) of the Board of Directors of HLTH Corporation (“HLTH”) if (i) a Porex Change of Control (as defined below) occurs on or before September 30, 2008 and (ii) Executive remains in the employ of the Company or its successor for a period of 60 days following such Porex Change of Control (a “retention date”). In addition, Executive shall be entitled to receive a bonus of $33,333 (the “Surgical Retention Bonus” and collectively with the Porex Corp. Retention Bonus, being referred to as the “Retention Bonuses”) in the event there is a Porex Surgical Sale (as defined below) and a Porex Change of Control on or prior to September 30, 2008. Executive shall only be entitled to receive the Surgical Retention Bonus if he remains in the employ of the Company following the later of (A) 60 days following the Porex Change of Control and (B) the Porex Surgical Sale (a “retention date”). The payment of the applicable Retention Bonus shall be made promptly following the applicable retention date so long as the release described below in subsection 2.9(e) is effective (which release must be effective and the payment made within 60 days following the applicable retention date). Notwithstanding the above, in the event that Executive’s employment is terminated by the Company without Cause or by Executive with Change of Control Good Reason (as defined below) following a Porex Change of Control but prior to the retention dates, Executive shall receive the Retention Bonuses within the time period and subject to the condition described above; provided that the payment of such Retention Bonuses shall be delayed and paid to the Executive within 10 days following the six

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month anniversary of the date of termination in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”), if HLTH or the Company determines in good faith that such delay is required to comply with Section 409A of the Code and would avoid the imposition of additional taxes on Executive under Section 409A of the Code.

(b) For purposes of this Agreement, a “Porex Change of Control” shall mean the consummation of a transaction that results in (i) HLTH ceasing to own, directly or indirectly, 50% or more of the voting power of Porex Corporation or (ii) the sale of all or substantially all of the assets of Porex Corporation, provided that a Porex Change of Control shall not be deemed to have occurred if the successor is HLTH or an affiliate of HLTH.

(c) For purposes of this Agreement, a “Porex Surgical Sale” shall mean the consummation of a transaction that results in (i) HLTH ceasing to own, directly or indirectly, 50% or more of the voting power of Porex Surgical, Inc. or (ii) the sale of all or substantially all of the assets of Porex Surgical, Inc. provided that a Porex Surgical Sale shall not be deemed to have occurred if the successor is HLTH or an affiliate of HLTH.

(d) For purposes of this Agreement, “Change of Control Good Reason” shall mean any of the following conditions or events which condition(s) or event(s) remain in effect 30 days after written notice is provided by Executive to Company detailing such condition or event:

     (i) any reduction in Base Salary; or

     (ii) the relocation of Executive’s place of work to a location more than 50 miles from his work location as of the Employment Commencement Date, provided that the place of relocation also is at a further distance from Executive’s residence than is his current work location as of the Employment Commencement Date.

For the sake of clarity, a change in Executive’s title, responsibilities or duties shall not constitute a Change of Control Good Reason event.

(e) The payment of the Retention Bonuses is contingent upon the Executive’s execution, delivery and nonrevocation of a release in a form satisfactory to the Company and HLTH.”

2. Effect of Certain Terminations following a Sale.

Subsection 4.4(a) is hereby amended in its entirety to read as follows:

“(a) In the event that the Executive’s employment is terminated by the Company without Cause or by Executive with Change of Control Good Reason within fifteen (15) months following a Porex Change of Control, subject to Executive’s continued compliance with the restrictive covenants to which he is party, including, without limitation, Section 5 of the Employment Agreement and his execution, delivery and nonrevocation of a release in a form satisfactory to the Company and HLTH, (i) Executive shall be entitled to continue to receive his Base Salary for a period of two years from the date of termination rather than one year as provided in Section 4.6 of this Agreement; provided that the commencement of the payment of such salary continuation payments shall be delayed until the six month anniversary of the date of termination (at which time a lump sum payment will be made in an amount equal to 6 months salary) and the remaining salary continuation payments shall commence for the following eighteen months in accordance with the requirements of Section 409A of the Code, if HLTH or the Company determines in good faith that such delay is required to comply with Section 409A of the Code and would avoid the imposition of additional taxes on Executive under Section 409A of the Code; and (ii) if Executive

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timely elects COBRA coverage, the Company will pay that portion of the COBRA premiums that it pays for active employees with similar coverage for up to 18 months or, if earlier, until Executive is eligible for comparable coverage with a subsequent employer.”

3. Effect of Certain Terminations Absent a Porex Change of Control.

The first sentence of Section 4.6 of the Employment Agreement is hereby amended to read as follows:

“Following the expiration of the Initial Employment Period, in the event Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason either prior to a Porex Change of Control or at any time after fifteen months following the occurrence of a Porex Change of Control, the Company shall have no obligation to Executive other than the continuation of Executive’s Base Salary (at the rate in effect at the time of such termination) through the first anniversary of the date of termination, provided that the commencement of the payment of such salary continuation payments shall be delayed until the six month anniversary of the date of termination (at which time a lump sum payment will be made in an amount equal to 6 months salary) and the remaining salary continuation payments shall commence for the following six months in accordance with the requirements of Section 409A of the Code, if HLTH or the Company determines in good faith that such delay is required to comply with Section 409A of the Code and would avoid the imposition of additional taxes on Executive under Section 409A of the Code.”

4. The reference to “Qualifying Termination” in Section 4.7 of the Employment Agreement is hereby replaced with “termination by the Company without Cause or resignation by Executive with Good Reason or with Change of Control Good Reason, as applicable,”

5. Effect on HLTH Equity.

Section 2.3(b) of the Employment Agreement is hereby amended to read as follows

“In the event of a Porex Change of Control (as defined in Section 2.9) and as provided in the Employment Agreement prior to the Amendment dated as of March 15, 2008, the vested portion of the nonqualified option to purchase HLTH common stock granted at the inception of Executive’s employment shall remain outstanding for one year from the date of the Porex Change of Control (but no later than the expiration of the original term). Except as set forth in the preceding sentence, Executive’s options to purchase HLTH common stock shall remain subject to the terms of the applicable stock options plan and option agreements.”

6. No Sale Obligation.

Notwithstanding anything else contained herein, HLTH and its affiliates have no obligation to close, negotiate or otherwise pursue any sale or other disposition of all or substantially all of Porex Corporation or any component thereof. The existence of this Agreement shall not limit, affect or restrict in any way the right or power of HLTH or any of its affiliates to make or authorize (or to refrain from making or authorizing, as the case may be) (i) any adjustment, recapitalization, reorganization or other change in capital structure or business, (ii) any merger, amalgamation, consolidation or change in ownership, (iii) any dissolution or liquidation, (iv) any sale or transfer of assets or business, or (v) any other corporate act or proceeding by the entity.

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7. Section 409A.

Any payments required to be paid to Executive pursuant to this Employment Agreement during the first six months following the termination of Executive’s employment shall be paid to Executive in a lump sum payment at the end of such six-month period in accordance with the requirements of Section 409A, provided that such payments will not apply to the extent that guidance issued under Section 409A allows payments to be made when otherwise due without subjecting the Executive to additional taxes under Section 409A.

8. Effect on Employment Agreement.

Except as set forth herein, the Employment Agreement remains in full force and effect. All references to the Employment Agreement shall be deemed a reference to the Employment Agreement as amended hereby.

Please evidence your approval of this letter amendment by signing the acknowledgement below.

SNTC HOLDING, INC.
By:	/s/ Frank J. Failla
	Frank J. Failla
	Assistant Treasurer
POREX CORPORATION
By:	/s/ Charles A. Mele
	Charles A. Mele
	Executive Vice President

Acknowledged and Agreed
/s/ William Midgette
WILLIAM MIDGETTE
Acknowledged HLTH CORPORATION
By:	/s/ Charles A. Mele
	Charles A. Mele
	Executive Vice President

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EX-10.62

Exhibit 10.62

CONFORMED COPY

AMENDMENT NO. 2
TO EMPLOYMENT AGREEMENT

     This Second Amendment to the Employment Agreement (this “Second Amendment”) by and between Porex Corporation (the “Company”) and William Midgette (“Executive”) is effective as of December 18, 2008.

     WHEREAS, Executive and the Company are parties to an Employment Agreement dated as of July 19, 2002 (as amended as of March 15, 2008, the “Agreement”); and

     WHEREAS, Executive and Company desire to (i) amend the Agreement to comply with final regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended, (ii) increase Executive’s annual base salary, (iii) amend the bonus provision to provide for discretionary bonuses consistent with past practice, (iv) extend the date by which a Porex Change of Control and Porex Surgical Sale must occur in order for Executive to be eligible for the Retention Bonuses, and (v) describe the grant of nonqualified options and restricted stock made to Executive on December 10, 2008.

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

1.	Section 2.1 is amended to increase the “Base Salary” to an annual rate of $300,000, effective December 15, 2008.
2.	Section 2.2 is amended in its entirety to read as follows:
	“For each fiscal year of the Company during the Employment Period, Executive shall be eligible to receive up to $150,000, the actual amount of which to be determined by the Compensation Committee of the Board of Directors of HLTH Corporation (“HLTH”) in its sole and absolute discretion. Such bonus shall be payable at such time as HLTH generally pays bonuses to its executive officers each year provided that Executive is employed by the Company on the date of payment.”
3.	Section 2.9 is amended by replacing all references to “September 30, 2008” to “June 30, 2009 (or such later date as the term of the Porex Corporation Change of Control Retention Plan may be extended)”.
4.	Section 4.7 is amended by deleting the last sentence thereof and inserting the following:
	“As a condition to receiving the payments and benefits set forth in Section 4 upon a termination by the Company without Cause or resignation by Executive with Good Reason or with Change of Control Good Reason, as applicable, or the expiration of the Employment Period, Executive shall be required to (i) execute and deliver to the Company an acknowledgement confirming the above within fifty (50) days of the date of Executive’s termination of employment and (ii) not revoke such acknowledgement pursuant to any revocations rights afforded by law. The Company shall provide to Executive the form of such acknowledgement no later than three (3) days following

	Executive’s termination of employment. If Executive does not timely execute and deliver to the Company such acknowledgement, or if Executive executes it, but revokes it, no benefits under Section 4 shall be paid.”
5.	A new Section 4.8 is added to read as follows:
	“Any payments required to be made under Section 4.4 or Section 4.6 above shall be paid, minus applicable deductions, including deductions for tax withholding, in equal payments on the regular payroll dates during the two year period following Executive’s termination of employment in the case of Section 4.4, or the one year period following Executive’s termination of employment in the case of Section 4.6. Commencement of such payments of the benefits shall begin on the first payroll date that occurs in the month that begins at least 60 days after the date of Executive’s termination of employment but which may be accelerated by no more than 30 days (the “Starting Date”), provided that Executive has satisfied the requirements of Section 4.7 of this Agreement. The first payment on the payment Starting Date shall include those payments that would have previously been paid if the payments of the benefits described in Section 4.4 or Section 4.6 (as applicable) had begun on the first payroll date following Executive’s termination of employment.”
6.	A new Section 8 is hereby inserted after Section 7 to read as follows:
	“8. Section 409A

     8.1 Potential Six Month Delay. Notwithstanding any other provisions of this Agreement, any payment of the benefits under this Agreement 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 (6) months after the date of Executive’s termination of employment (or, if earlier, Executive’s death) and (ii) the Starting Date. On the earliest date on which such payments can be 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.

     8.2 Savings Clause. It is intended that any amounts payable under this Agreement shall either be exempt from or 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 the Executive 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.

     8.3 Separation of Service. For purposes of this Agreement, all references to “termination of employment” shall mean a “separation of service” as defined in Section 409A of the Code and Treasury Regulations Section 1.409A-1(h) without regard to the optional alternative definitions available thereunder.”

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7. Equity Grants. The Compensation Committee of the Board of Directors of HLTH approved the following equity grants to the Executive on December 10, 2008 (“date of grant”):

     (a) A nonqualified option (the “2008 Options”) to purchase 100,000 shares of HLTH’s common stock under its Amended and Restated 2000 Long-Term Incentive Plan (the “Plan”). The per share exercise price is the closing price of HLTH’s common stock on the date of grant and the 2008 Options shall vest subject to the Executive’s continued employment on the applicable vesting dates (except as set forth in the following sentences) in equal annual installments of 25% on the first, second, third and fourth anniversaries of the date of grant. In the event of a Porex Change of Control prior to the first vesting date, Executive shall receive such first vesting of the 2008 Option accelerated to the closing date of such Porex Change of Control and the post termination exercise period would commence on such closing date, subject to Executive’s continued compliance with any restrictive covenants to which he is a party, including the Covenants set forth in Section 5 of the Agreement. The 2008 Options will have a term of ten years, subject to earlier expiration in the event of termination of employment in accordance with the Plan. Subject to the terms of this Section, the 2008 Options shall be evidenced by HLTH’s standard form of option agreement.

     (b) 10,000 shares of Restricted Stock (the “2008 Restricted Shares”) under the terms of the Plan. The 2008 Restricted Shares shall vest and the restrictions thereon lapse subject to the Executive’s continued employment on the applicable vesting dates (except as set forth in the following sentence) in equal annual installments of 33 1/3% on each of the first, second and third anniversaries of the date of grant. In the event of a Porex Change of Control prior to the first vesting date, Executive shall receive such first vesting of the 2008 Restricted Shares accelerated to the closing date of such Porex Change of Control, subject to Executive’s continued compliance with any restrictive covenants to which his is a party, including the Covenants set forth in Section 5 of the Agreement. The 2008 Restricted Shares will have a term of ten years, subject to earlier expiration in the event of Executive’s termination of employment in accordance with the Plan. Subject to the terms of this Section, the 2008 Restricted Shares shall be evidenced by HLTH’s standard form of restricted stock agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date first above written.

POREX CORPORATION
By:	/s/ Anne M. Smith
	Anne M. Smith
	Vice President — Legal
/s/ William Midgette
WILLIAM MIDGETTE

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EX-10.63

Exhibit 10.63

CONFORMED COPY

          EMPLOYMENT AGREEMENT (the “Agreement”), dated as of July 9, 2004, by and between VIPS, Inc., a Maryland corporation (the “Company”), and Arthur Lehrer (“Executive”).

          WHEREAS, WebMD Corporation, a Delaware corporation (“WebMD”), a Delaware corporation, Envoy Corporation (the “Envoy”), a Delaware corporation, Valor, Inc., a Maryland corporation and a wholly owned subsidiary of Envoy (“Merger Sub”) and the Company have entered into an Agreement and Plan of Merger, dated as of July 9, 2004 (the “Merger Agreement”);

          WHEREAS, pursuant to the terms of the Merger Agreement, the Envoy, Merger Sub and the Company will enter into a business combination transaction pursuant to which Merger Sub will merge with and into the Company, with the Company being the surviving corporation;

          WHEREAS, Executive is currently employed by the Company, pursuant to a Letter Agreement dated as of October 6, 1998 (the “Prior Agreement”); and

          WHEREAS, subject to the consummation of the transactions contemplated by the Merger Agreement, the Company desires to continue to employ Executive on a full-time basis and Executive desires to be so employed by the Company;

          NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein (including, without limitation, the Company’s employment of Executive and the advantages and benefits thereby inuring to Executive) and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

          1. Effectiveness of Agreement and Employment of Executive.

          1.1 Effectiveness of Agreement. This Agreement shall become effective upon the Closing (as defined in the Merger Agreement), and Executive’s employment under this Agreement shall commence on the date of the Closing (the “Effective Date”). In the event that the Closing does not occur, this Agreement shall be null and void and shall have no force and effect and the Prior Agreement shall remain in full force and effect.

          1.2 Employment by the Company. The Company hereby employs Executive as General Manager and Senior Vice President and Executive hereby accepts such employment with the Company as of the Effective Date. Executive shall initially report to, and perform such duties and services for the Company and its Affiliates (as defined in section 8.11) as may be designated from time to time by the President of the Company, or such other person designated by the Company consistent with Executive’s position. During his employment, Executive shall use his best and most diligent efforts to promote the interests of the Company and its Affiliates, and shall devote all of his business time and attention to his employment under this Agreement. Executive acknowledges that he shall be required to travel on business in connection with the performance of his duties hereunder. Subject to Section 5 below, the Company acknowledges that Executive may serve on charitable and not for profit boards or engage in teaching or lecturing so long as such activities do not, individually or in the aggregate, materially interfere with the performance of his duties hereunder.

          2. Compensation and Benefits; Stock Options.

          2.1 (a) Salary. The Company shall pay Executive for services during his employment under this Agreement a base salary of no less than the annual rate of $225,055 (“Base Salary”). Any and all annual increases to Executive’s Base Salary shall be determined by the Company, in its sole discretion. 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.

          (b) Bonus. With respect to calendar year 2004, the bonus program and payment potential shall remain as previously established by the Company, provided, however, that the Company may adjust such factors as necessary as a result of the transaction. With respect to calendar year 2005 and forward, Executive shall be eligible for an annual bonus, the target of which is 60% of his Base Salary, the amount of which is to be determined by the Company in accordance with the Bonus Plan in effect at that time and payable at such time as bonuses are paid to employees generally so long as Executive remains in the employ of the Company on the applicable payment date.

          (c) WebMD Stock Option. Executive shall be granted, on the Effective Date, a nonqualified option (the “WebMD Option”) to purchase 125,000 shares of WebMD common stock, par value $0.001 (the “Common Stock”), at an exercise price equal to the closing price of the Common Stock on the Effective Date. Subject to Section 4.4, the WebMD Option shall vest and become exercisable, subject to Executive’s continued employment on the applicable vesting dates, in equal annual installments of 25% commencing on the first anniversary of the date of grant of the WebMD Option. The WebMD Option shall be granted pursuant to and subject to the WebMD’s stock option plan and a stock option agreement to be entered into between the WebMD and Executive, which agreement shall be in substantially the same form provided by the WebMD to its employees generally. The WebMD Option will have a term of ten (10) years subject to earlier expiration in the event of the termination of Executive’s employment, as set forth in the applicable stock option agreement.

          2.2 Benefits. During the Employment Period (as defined below), Executive shall be entitled to participate, on the same basis and at the same level as other similarly situated executives of the Company, in any group insurance, hospitalization, medical, health and accident, disability, fringe benefit and tax-qualified retirement plans or programs of the Company now existing or hereafter established to the extent that he is eligible under the general provisions thereof. Executive shall be entitled to vacation time consistent with the Company’s policies but no less than 25 days. The date or dates of such vacations shall be selected by Executive having reasonable regard to the business needs of the Company.

          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 therefor, for all authorized expenses properly and reasonably incurred by Executive on behalf of the Company or any of its Affiliates in the performance of Executive’s duties hereunder.

          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 (as it may be extended, the “Employment Period”).

          4. Termination and Forfeiture of Payments and Benefits.

          4.1 Termination by the Company for Cause. 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 pursuant to this Agreement other than the payment of Executive’s earned and unpaid Base Salary to the effective date of such termination plus any accrued, but unused vacation.

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

(i)	Executive’s willful failure to perform his material duties, following written notice from the Company detailing the specific acts and a thirty (30) day period of time to remedy such failure;
(ii)	Executive engaging in misconduct, negligence, violence or threat of violence that is injurious to the Company or any of its Affiliates;

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(iii)	Executive’s material breach of a policy of the Company or any of its Affiliates, which breach is not remedied (if susceptible to remedy) following written notice by the Board of Directors of the Company or its designee detailing the specific breach and a thirty (30) day period of time to remedy such breach;
(iv)	Any material breach by Executive of this Agreement, which breach is not remedied (if susceptible to remedy) following written notice by the Board of Directors of the Company or its designee detailing the specific breach and a thirty (30) day period of time to remedy such breach; or
(v)	Executive’s commission of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude involving the Company or any of its Affiliates, or which is likely to reflect negatively upon the Company or any of its Affiliates or otherwise impair or impede its operations.

          4.2 Permanent Disability. If during his employment with the Company, (i) 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 180 days in any consecutive 12-month period, or (ii) a qualified independent physician jointly selected by the Company and Executive, both of whom shall act reasonably and in good faith, determines that Executive is mentally or physically disabled so as to be unable to regularly perform the duties of his position and such condition is expected to be of a permanent duration (a “Permanent Disability”), then the Company shall have the right to terminate Executive’s employment with the Company upon written notice to Executive. Upon such a termination, the Company shall have no obligation to Executive other than (i) the payment of Executive’s earned and unpaid Base Salary to the effective date of such termination and (ii) accrued, but unused vacation, and (iii) any earned but unpaid bonus from any prior fiscal year payable at such time as payments under such plan are made generally.

          4.3 Death. Executive’s employment with the Company shall be deemed terminated by the Company upon the death of Executive and the Company shall have no obligation to Executive or Executive’s estate other than the payment of Executive’s earned and unpaid Base Salary to the effective date of such termination. The Company will also pay to Executive any earned but unpaid bonus from any prior fiscal year payable at such time as payments under such plan are made generally plus any accrued, but unused vacation.

          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. Nonrenewal of this Agreement by the Company pursuant to Section 3 above shall be treated as termination without Cause. In the event that Executive’s employment with the Company is terminated by the Company without Cause, the Company shall have no obligation to Executive other than (subject to Executive’s continued compliance with his obligations under this Agreement): (i) the payment of Executive’s Base Salary through the effective date of such termination, and (ii) a continuation of Executive’s Base Salary (at the rate in effect at the time of such termination) for a period commencing on the date of termination and ending 12 months from the date of termination (the “Severance Period”), (iii) any earned but unpaid bonus from any prior fiscal year payable at such time as payments under such plan are made generally, (iv) the WebMD Option, to the extent unvested as of the date of termination, shall remain outstanding and continue to vest until the next vesting date applicable to the WebMD Option and the post termination exercise period with respect to such portion shall commence on such vesting date, (v) a pro rata bonus payment for the year of termination, with such amount determined in accordance with the plan as if Executive had been an employee at the end of the plan period, provided such termination has occurred more than six (6) months into the fiscal year, payable at such time as payments under such plan are made generally, and (vi) any accrued, but unused vacation.. In addition, the Company will pay the portion of the COBRA premiums it generally pays for active employees with similar coverage through the earlier of (i) the Severance Period and (ii) the date Executive becomes eligible for comparable coverage with a subsequent employer.

          4.5 Termination by Executive for Good Reason. (a) Executive’s employment with the Company may be terminated at any time by Executive for Good Reason (as defined below). In the event that Executive terminates his employment with the Company for Good Reason, Executive shall be entitled to the payments and COBRA benefits specified in Section 4.4 above.

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          (b) For purposes of this Agreement, the term “Good Reason” shall mean any of the following conditions or events which condition(s) or event(s) remain in effect thirty (30) days after written notice is provided by Executive to the Company detailing such condition or event:

     (i) Any material breach by the Company of this Agreement;

     (ii) The relocation of Executive’s principal place of work to a location more than 50 miles from the location of Executive’s principal place of work as in effect on the date hereof; or

     (iii) Any reduction in Executive’s Base Salary or any material diminution in Executive’s duties.

          4.6 Termination by Executive Without Good Reason. Executive may voluntarily resign from his employment with the Company without Good Reason, provided that Executive shall provide the Company with thirty (30) days’ advance written notice (which notice requirement may be waived, in whole or in part, by the Company in its sole discretion) of his intent to terminate. Upon such a termination, the Company shall have no obligation other than the payment of Executive’s earned but unpaid compensation to the effective date of such termination plus any accrued, but unused vacation.

          4.7 Release of Claims. As a condition to receiving the payments set forth in Section 4.4 or Section 4.5 upon a termination by the Company without Cause or by Executive for Good Reason, Executive shall be required to execute and not revoke a waiver and release of claims, in a form provided by the Company, attached hereto as Exhibit A.

          5. Covenants.

          5.1 Confidentiality.

          (a) Proprietary Information. Executive understands and acknowledges that, during the course of his employment with the Company, Executive shall be granted and has been granted access to valuable information relating to the business of the Company and its Affiliates that provides the Company and its Affiliates with a competitive advantage (or that could be used to the Company’s disadvantage by a Competitive Business (as defined herein)), which is not generally known by, nor easily learned or determined by, persons outside the Company (collectively referred to herein as “Proprietary Information”) including, but not limited to: (a) specifications, manuals, software in various stages of development, and other technical data; (b) customer and prospect lists, details of agreements and communications with customers and prospects, and other customer information; (c) sales plans and projections, product pricing information, protocols, acquisition, expansion, marketing, financial and other business information and existing and future products and business plans and strategies of the Company; (d) sales proposals, demonstrations systems, sales material; (e) research and development; (f) software systems, computer programs and source codes; (g) sources of supply; (h) identity of specialized consultants and contractors and Proprietary Information developed by them for the Company; (i) purchasing, operating and other cost data; (j) special customer needs, cost and pricing data; (k) clinical procedures and guidelines; and (l) employee information (including, but not limited to, personnel, payroll, compensation and benefit data and plans), including all such information recorded in manuals, memoranda, projections, reports, minutes, plans, drawings, sketches, designs, formula books, data, specifications, software programs and records, whether or not legended or otherwise identified by the Company as Proprietary Information, as well as such information that is the subject of meetings and discussions with respect to such Proprietary Information and not recorded. Proprietary Information shall not include such information that Executive can demonstrate is generally available to the public (other than as a result of a disclosure by Executive or a third party).

          (b) Duty of Confidentiality. Executive agrees at all times, both during and after Executive’s employment with the Company, to hold all of the Company’s Proprietary Information in a fiduciary capacity for the benefit of the Company and its Affiliates and to safeguard all such Proprietary Information. Executive also agrees that he will not, directly or indirectly, disclose any such Proprietary Information to, or use such Proprietary Information for the benefit of, any third person or entity outside the Company, except as may be necessary in the good faith performance of Executive’s duties for the Company. Executive further agrees that, in addition to

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enforcing this restriction, the Company may have other rights and remedies under the common law or applicable statutory laws relating to the protection of trade secrets. Notwithstanding anything in this Agreement to the contrary, Executive understands that he may disclose the Company’s Proprietary Information to the extent required by applicable laws or governmental regulations or judicial or regulatory process or to enforce the terms of this Agreement, provided that Executive gives the Company prompt notice of any and all such requests for disclosure so that it has ample opportunity to take all necessary or desired action, to avoid disclosure.

          (c) Investors, Other Third-Parties, and Goodwill. Executive acknowledges that all third-parties that Executive services or proposes to service while employed by the Company are doing business with the Company and not with Executive personally, and that, in the course of dealing with such third-parties, the Company establishes goodwill with respect to each such third-party that is created and maintained at the Company’s expense (“Third-Party Goodwill”). Executive also acknowledges that, by virtue of his employment with the Company, he has gained or will gain knowledge of the business needs of, and other information concerning, third-parties, and that Executive will inevitably have to draw on such information were Executive to solicit or service any of the third-parties on his own behalf or on behalf of a Competitive Business.

          (d) Nondisparagement. Executive agrees that at no time during his employment by the Company or thereafter, shall he make, or cause or assist any other person to make, any public statement or other public communication (other than for the purpose of enforcing this Agreement) to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Company or any of its Affiliates or any of their respective directors, officers or employees.

          5.2 Restrictions on Solicitation. (a) During the period beginning on the Effective Date and ending on the first anniversary of the date of termination of Executive’s employment by the Company or Executive for any reason whatsoever (the “Restricted Period”), Executive shall not, without the prior written approval of the Company, directly or indirectly, solicit, induce or attempt to induce employees, agents or consultants of the Company or any of its Affiliates to do anything from which Executive is restricted by reason of this Agreement from doing, nor shall Executive hire or aid others to hire any individuals who are or were at anytime within one year prior to the date of termination, employees, agents or consultants of the Company or any of its Affiliates, or solicit or induce or aid others to solicit or induce any such individuals to terminate their employment with the Company or any of its Affiliates and/or to enter into an employment, agency or consultancy relationship with Executive or any other person or entity with whom Executive is affiliated.

          (b) During the Restricted Period, Executive shall not, directly or indirectly, without the prior written approval of the Company, solicit or contact any customer of the Company or any of its Affiliates or any potential customer with whom the Company or any Affiliates has had any contact of which Executive has actual knowledge or received or submitted a proposal for services within the prior 12 months for the purpose of: (i) soliciting services or products on behalf of a Competitive Business, (ii) providing such customer or potential customer products or services that are the same as or substantially similar to those provided or offered to be provided by the Company or any of its Affiliates or (iii) taking away or interfering or attempting to interfere with any custom, trade, business or patronage of the Company or any of its Affiliates.

          5.3 Restrictions on Competitive Employment. (a) Executive acknowledges that the business of the Company and its Affiliates is national in scope, that their products and services are marketed throughout the entire United States, that the Company and its Affiliates compete in nearly all of their business activities with other individuals or entities that are, or could be, located in nearly any part of the United States and that the nature of Executive’s services, position, and expertise are such that Executive is capable of competing with the Company and its Affiliates from nearly any location in the United States.

          (b) Accordingly, in order to protect the Company’s Proprietary Information and Third-Party Goodwill, Executive acknowledges and agrees that during the Restricted Period, Executive shall not, without the Company’s express written consent, directly or indirectly (including through the Internet), own, control, manage, operate, participate in, be employed by, or act for or on behalf of, any Competitive Business located anywhere within the geographic boundaries of the United States.

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          (c) For purposes of this Agreement, “Competitive Business” shall mean any of the following:

(i)	Any enterprise engaged in the business of the Company as presently conducted or as conducted during Executive’s employment with the Company;
(ii)	Any enterprise engaged in establishing electronic linkages between individual healthcare patients, providers, physicians, payors (including, without limitation, insurance companies, HMO’s, pharmacy benefits management companies, and/or self-insured employer groups), pharmacies, laboratories and/or other participants in the healthcare industry, for the purpose of facilitating or conducting financial and/or administrative communications and/or transactions; or
(iii)	Any enterprise engaged in any other type of business in which the Company or any of its Affiliates is also engaged, or plans to be engaged, so long as Executive is directly involved in such business or planned business on behalf of the Company or any of its Affiliates.

          (d) 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 (b) above. To the extent that the foregoing covenant or any provision of this Section 5.3 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.

          5.4 Assignment of Developments. (a) Executive acknowledges that all developments, including, without limitation, the creation of new products, conferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, copyrights, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof relating to the past, present, or future business of the Company and its Affiliates that Executive, alone or jointly with others, may have discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company or any of its Affiliates (collectively, “Developments”) are works made for hire and shall remain the sole and exclusive property of the Company and its Affiliates, free of any reserved or other rights of any kind on Executive’s part. Executive hereby assigns to the Company all of his rights, titles and interest in and to all such Developments, if any. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, to give evidence, and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable in the reasonable opinion of the Company to enable the Company to file and prosecute applications for, and to acquire, maintain, and enforce, all letters patent, trademark registrations, or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company and its Affiliates are the property of the Company, and will be delivered to the Company immediately upon the termination of Executive’s employment with the Company.

          (b) If a patent application or copyright registration is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company and its Affiliates of which Executive had knowledge

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during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.

          5.5 Remedies. Executive acknowledges that the Company has a compelling business interest in preventing unfair competition stemming from the intentional or inadvertent use or disclosure of the Company’s Proprietary Information. Executive further acknowledges and agrees that damages for a breach or threatened breach of any of the covenants set forth in this Section 5 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 and the termination of the Company’s obligations in Section 4.4 and Section 4.5, 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 without the necessity of showing any actual damages or posting any bond or furnishing any other security, and that the specific enforcement of the provisions of this Agreement will not eliminate Executive’s ability to earn a livelihood. Executive also agrees that any request for such relief by the Company shall be in addition to, and without prejudice to, any claim for monetary damages that the Company may elect to assert.

          5.6 Extension of Restricted Period. The Restricted Period shall be extended by the length of any period during which Executive is in breach of any of the terms of section 5.2 or Section 5.3.

          5.7 Rights to Materials and Return of Materials. All papers, files, notes, correspondence, lists, software, software code, memoranda, e-mails, price lists, plans, sketches, documents, reports, records, data, research, proposals, specifications, technical information, models, flow charts, schematics, tapes, printouts, designs, graphics, drawings, photographs, abstracts, summaries, charts, graphs, notebooks, investor lists, customer/client lists, information on the use, development and integration of software and all other compilations of information, regardless of how such information may be recorded and whether in printed form or on a computer or magnetic disk or in any other medium (together with all copies of such documents and things) relating to the business of the Company and its Affiliates or containing Proprietary Information and/or Developments, which Executive shall use or prepare or come in contact with in the course of, or as a result of, Executive’s employment by the Company shall, as between the parties to this Agreement, remain the sole property of the Company. Laptop computers, other computers, software and related data, information and things provided to Executive by the Company or obtained by Executive, directly or indirectly, from the Company and its Affiliates, also shall remain the sole property of the Company. Upon the termination of Executive’s employment or upon the prior demand of the Company, Executive shall immediately return all such materials and things to the Company and shall not retain any copies or remove or participate in removing any such materials or things from the premises of the Company after termination or the Company’s request for return.

          6. 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:

if to the Company:

VIPS, Inc.
One West Pennsylvania Avenue
Towson, MD 21204
Attention: Jenny Morgan

With a copy to:

Envoy Corporation
c/o WebMD Corporation
669 River Drive
Elmwood Park, NJ 07407
Attention: President of Envoy and General Counsel WebMD

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if to Executive:

Arthur Lehrer
[Address]

With a copy to:

Melinda B. Antalek, Esq.
Ober, Kaler, Grimes & Shriver
120 E. Baltimore Street
Baltimore, MD 21202

          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.

          7. Indemnification. The Company shall indemnify Executive for acts performed in his capacity as an executive and employee of the Company to the fullest extent permitted by law, its charter and by-laws.

          8. Miscellaneous.

          8.1 Representations and Covenants. In order to induce the Company to enter into this Agreement, Executive makes the following representations and covenants to the Company and acknowledges that the Company is relying upon such representations and covenants:

          (a) No agreements or obligations exist to which Executive is a party or otherwise bound, in writing or otherwise, that in any way interfere with, impede or preclude him from fulfilling all of the terms and conditions of this Agreement.

          (b) Executive, during his employment, shall use his best efforts to disclose to the Chief Executive Officer and General Counsel of the Parent in writing or by other effective method any bona fide information known by him and which he reasonably believes is not known to the Chief Executive Officer and General Counsel of the Parent, and which he reasonably believes would have any material negative impact on the Company or any of its Affiliates.

          8.2 Entire Agreement. This Agreement and the stock option agreement referenced in Section 2.1(c) contain the entire understanding of the parties in respect of their subject matter and supersede upon their effectiveness all other prior agreements and understandings (including, without limitation, the Prior Agreement) between the parties with respect to such subject matter. Notwithstanding the foregoing, the covenants and obligations of the Executive in this Agreement are separate and independent from the covenants and obligations of the Executive in the Noncompetition Letter dated as of the date hereof.

          8.3 Amendment; Waiver. This Agreement may not be amended, supplemented, canceled or discharged, except by written instrument executed by both parties. 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 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.

          8.4 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 Executive. Executive’s rights or obligations under this Agreement may not be assigned by Executive.

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

          8.6 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 Maryland applicable to contracts executed and to be wholly performed within such State.

          8.7 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.

          8.8 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 are 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.

          8.9 Withholding Taxes. All payments hereunder shall be subject to any and all applicable federal, state, local and foreign withholding taxes.

          8.10 Legal Fees. The Company will pay for or reimburse Executive for reasonable legal fees incurred in connection with negotiating this Agreement up to $7,500.

          8.11 Affiliate. For purposes of this Agreement, an “Affiliate” shall mean, with respect to the Company, any Person, who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Company. “Person” shall mean any individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, association or other organization, whether or not a legal entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

[signature page to follow]

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

VIPS, INC.
By:	/s/ Jenny Morgan
	Jenny Morgan
	President
EXECUTIVE
/s/ Arthur Lehrer
Arthur Lehrer

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Exhibit A

RELEASE

     1. Release. (a) In return for the commitments made by VIPS, Inc. (the “Company”) in Sections 4.4 and 4.5 of the Employment Agreement dated as of July 9, 2004 (the “Employment Agreement”) between Arthur Lehrer (“I” or “Executive”) and the Company and in lieu of any other benefits, Executive hereby releases and discharges Company, WebMD Corporation (“WebMD”) and their respective Affiliates (as defined in the Employment Agreement) and their respective current and former directors, officers, shareholders, and agents, (whether acting as agents for Company or any related entity or in their individual capacity), and each of their respective predecessors, successors, and assigns (hereafter collectively referred to as the “Releasees”), from any and all claims and causes of action (except actions brought to obtain payments and benefits required by Sections 4.4 and 4.5 of the Employment Agreement or compensation and benefits earned and required by the Employment Agreement prior to the Termination Date) related to Executive’s employment or separation from employment (but not any claims or causes of action related to or arising under the Merger Agreement (as defined in the Employment Agreement); any claims for salary, bonuses, severance pay, vacation pay, stock option arrangements or any benefits under the Employee Retirement Income Security Act (except for vested ERISA benefits and COBRA rights, which are not affected by this Release); any claim alleging sexual or other harassment, or discrimination based on pregnancy, sex, race, color, national origin, ancestry, religion, marital status, sexual orientation, citizenship status, medical condition or disability (as defined by the Americans with Disabilities Act, or any other state or local law), age, or any other unlawful discrimination (under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, the Equal Pay Act, the Violence Against Women Act, the federal Family and Medical Leave Act, Fair Labor Standards Act, New Jersey Law Against Discrimination, New Jersey Family Leave Act, Missouri Human Rights Act, Maryland anti-discrimination laws, Article 49B, Annotated Code of Maryland, or any other federal, state, or local laws or regulations); any claims for retaliation for any claim of discrimination; any claims for breach of implied or express contract, breach of promise, misrepresentation, negligence, fraud, estoppel, defamation, infliction of emotional distress, violation of public policy or wrongful or constructive discharge, violation of federal or state whistleblower or retaliatory personnel laws, specifically including New Jersey’s Conscientious Executive Protection Act (CEPA). I represent that I have no lawsuits, claims or actions with respect to the claims being released hereunder pending in my name or on behalf of any other person or entity, against the Company or any other person or entity subject to the release granted in this paragraph. I agree that in the event I bring a claim covered by this release in which I seek damages against the Company or WebMD or in the event I seek to recover against the Company or WebMD in any claim brought by a governmental agency on my behalf, this Agreement shall serve as a complete defense to such claims.

     (b) The last sentence of Section 1(a), Section 1(c) and Section 3(b) are not intended to and shall not affect my right to file a lawsuit, complaint or charge that challenges the validity of this Release under the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f), with respect to claims under ADEA, and such Sections shall not apply in any respect to such claims. This Section is not intended to and shall not limit the right of a court to determine, in its discretion, that the Company is entitled to restitution, recoupment or setoff of any monies paid should the release of ADEA claims in this Release be found to be invalid, nor does this Section affect the Company’s right to recover attorney fees or costs to the extent authorized under federal law. The last sentence of Section 1(a), Section 1(c) and Section 3(b) shall apply with full force and effect with respect to any other legal proceeding.

     (c) Executive acknowledges that any obligations or commitments of the Company under Sections 4.4 and 4.5 of the Employment Agreement shall immediately cease in the event that Executive breaches any provision in Section 5 of the Employment Agreement. In the event of such a breach following payment of its obligations hereunder, the Company may (in addition to any remedy otherwise available to it) seek to recover the amounts paid under this Agreement, and any reasonable attorneys’ fees and costs incurred in such action, to the extent permitted by law.

     2. Return of Company Property. I acknowledge that I have returned to the Company all Company documents (and all copies thereof) and other Company property which I have had in my possession at any time, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (including, but not limited to, cell

phones or facsimile machines), credit cards, entry cards, identification badges and keys; and, any materials of any kind which contain or embody any proprietary or confidential information of the Company, and all reproductions thereof. I also acknowledge that I have left intact all electronic Company documents, including those that I developed or helped develop.

     3. Restrictive Covenants; Confidentiality.

     (a) I hereby acknowledge and affirm my obligations set forth in Section 5 of the Employment Agreement regarding confidentiality, covenants against solicitation of employees and customers and competition, the assignment of developments and non-disparagement.

     (b) I understand and agree that the terms and contents of this Agreement shall be maintained as confidential by me, my agents and representatives.

     4. Entire Agreement. I understand and agree that this Release, the Employment Agreement, the Stock Option Agreement and the plan governing the terms of the Option (as such terms are defined in the Employment Agreement) contain and constitute all understandings and agreements between the parties hereto and cancel any and all other oral and written negotiations, agreements, commitments, and writings between the parties relating to Executive’s employment with the Company.

     5. Termination Date. Executive hereby acknowledges that the termination of his employment with the Company occurred on [         ].

     6. Acknowledgments. The Executive acknowledges that he has knowingly and voluntarily entered into this Release; that he has been given at least twenty one (21) days to consider this Release, that the Company advised the Executive, in writing, to consult with any attorney of his own choosing prior to signing this Release, and that Executive received consideration in addition to what he was already entitled. Executive understands that he may revoke this Release by providing written notice thereof to the Company c/o WebMD Corporation, _____________________ (Attention: Employment Counsel) for a period of seven (7) days after execution of this Release (the “Revocation Period”), and the Release shall not be effective or enforceable until the eighth (8^th) day following the execution of this Release by the Executive (the “Effective Date”). Accordingly, the Company’s obligations under the Employment Agreement and as described herein are not effective until the expiration of the Revocation Period.

Dated Arthur Lehrer

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EX-10.64

Exhibit 10.64

CONFORMED COPY

As of March 15, 2008

Art Lehrer
c/o ViPS, Inc.
One Pennsylvania Avenue, Suite 700
Baltimore, MD 21204

Dear Art:

Reference is made to the Employment Agreement dated as of July 9, 2004 (the “Employment Agreement”) by and between you (either “you” or the “Executive”) and ViPS, Inc. (the “Company”). In connection with the possible sale of the Company and its subsidiaries, the Company has determined that it is appropriate to enter into this amendment to the Employment Agreement (“Amendment”) in order to encourage you to remain in the employ of the Company and to remain focused on the business and operations of the Company without distraction.

1. Retention Bonus.

A new Section 2.4 is hereby added to the Employment Agreement at the end of Section 2 to read as follows:

“Retention Bonus. (a) Executive shall be entitled to receive a bonus (the “Retention Bonus”) of $100,000 or such greater amount as may be determined by the Compensation Committee (“Committee”) of the Board of Directors of HLTH Corporation (“HLTH”) if (i) a ViPS Change of Control (as defined below) occurs on or before September 30, 2008 and (ii) Executive remains in the employ of the Company or its successor for a period of 60 days following such ViPS Change of Control (the “Retention Date”). The payment of the Retention Bonus shall be made promptly following the Retention Date so long as the release described below in subsection 2.4(d) is effective (which release must be effective and the payment made within 60 days following the Retention Date). Notwithstanding the above, in the event that Executive’s employment is terminated by the Company without Cause or by Executive with Change of Control Good Reason (as defined below) following a ViPS Change of Control but prior to the Retention Date, Executive shall receive the Retention Bonus within the time period and subject to the condition described above; provided that the payment of the Retention Bonus shall be delayed and paid to the Executive within 10 days following the six month anniversary of the date of termination in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”), if HLTH or the Company determines in good faith that such delay is required to comply with Section 409A of the Code and would avoid the imposition of additional taxes on Executive under Section 409A of the Code.

(b) For purposes of this Agreement, a “ViPS Change of Control” shall mean the consummation of a transaction that results in (i) HLTH ceasing to own, directly or indirectly, 50% or more of the voting power of the Company or (ii) the sale of all or substantially all of the assets of the Company, provided that a ViPS Change of Control shall not be deemed to have occurred if the successor is HLTH or an affiliate of HLTH.

(c) For purposes of this Agreement, “Change of Control Good Reason” shall mean any of the following conditions or events which condition(s) or event(s) remain in effect 30 days after written notice is provided by Executive to Company detailing such condition or event:

     (i) any reduction in Base Salary; or

     (ii) the relocation of Executive’s place of work to a location more than 50 miles from his work location as of the date of this Amendment, provided that the place of relocation also is at a further distance from Executive’s residence than is his current work location as of the date of this Amendment.

For the sake of clarity, a change in Executive’s title, responsibilities or duties shall not constitute a Change of Control Good Reason event.

(d) The payment of the Retention Bonus is contingent upon the Executive’s execution, delivery and nonrevocation of a release in a form satisfactory to the Company and HLTH.”

2. Effect of a ViPS Change of Control on HLTH Equity. In the event that your employment with HLTH and its subsidiaries terminates as a result of a ViPS Change of Control, any vesting of your equity awards outstanding as of the date hereof that would have occurred through June 6, 2009, will be accelerated to the closing date of the ViPS Change of Control, so long as you are employed by the Company on the closing date. Your vested options affected by this Amendment (including the portion that was accelerated) would remain outstanding through the post-termination exercise period specified in the applicable option agreement and plan. Any remaining unvested portion of your options or restricted stock awards would be forfeited upon the sale of the Company. Absent this amendment, all of your unvested equity awards would be forfeited at such time as a sale occurs pursuant to the applicable plan and award agreement. Except as set forth herein, your equity awards remain subject to the applicable award agreement and equity plan.

3. No Sale Obligation.

Notwithstanding anything else contained herein, HLTH and its affiliates have no obligation to close, negotiate or otherwise pursue any sale or other disposition of all or substantially all of the Company or any component thereof. The existence of this Amendment shall not limit, affect or restrict in any way the right or power of HLTH or any of its affiliates to make or authorize (or to refrain from making or authorizing, as the case may be) (i) any adjustment, recapitalization, reorganization or other change in

2

capital structure or business, (ii) any merger, amalgamation, consolidation or change in ownership, (iii) any dissolution or liquidation, (iv) any sale or transfer of assets or business, or (v) any other corporate act or proceeding by the entity.

4. Section 409A.

Any payments required to be paid to you pursuant to the Employment Agreement during the first six months following the termination of Executive’s employment shall be paid to Executive in a lump sum payment at the end of such six-month period in accordance with the requirements of Section 409A, provided that such payments will not apply to the extent that guidance issued under Section 409A allows payments to be made when otherwise due without subjecting the Executive to additional taxes under Section 409A.

5. Effect on Employment Agreement.

Except as set forth herein, the Employment Agreement remains in full force and effect. All references to the Employment Agreement shall be deemed a reference to the Employment Agreement as amended hereby.

Please evidence your approval of this letter amendment by signing the acknowledgement below.

ViPS, INC.
By:	/s/ Charles A Mele
	Charles A. Mele
	Executive Vice President

Acknowledged and Agreed
/s/ Arthur Lehrer
ARTHUR LEHRER
Acknowledged HLTH CORPORATION
By:	/s/ Charles A. Mele
	Charles A. Mele
	Executive Vice President

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EX-14.1

Exhibit 14.1

HLTH Corporation and WebMD Health Corp.

Code of Business Conduct

Revised April 2009

To All HLTH and WebMD Employees,

HLTH Corporation and WebMD Health Corp. have adopted this revised Code of Business Conduct as part of our continuing efforts to communicate to all of our employees how we define proper business conduct. The revisions we have made to our Code of Business Conduct (which we sometimes refer to as our Code of Conduct or simply as our Code) reflect the evolution of our businesses and our ongoing commitment to protect and enhance our reputation for integrity.

Please read our Code of Conduct carefully and refer to it often. It is your responsibility to understand what is expected of you. If there is something you are unclear about or if you are not sure what is required in a particular situation, don’t guess at the answer. Ask for help from one of the many sources listed in the Code.

Protecting our ethical corporate culture is not only the right thing to do — it is also good business. Customers and business partners judge us by our conduct, as well as by our products and services. Stockholders and other investors want to be associated only with companies that meet high standards for honesty, integrity, and public responsibility. Each of you can contribute to maintaining the trust and confidence of our customers, business partners and investors by following both the letter and spirit of our Code of Conduct.

Wayne T. Gattinella
Chief Executive Officer, WebMD Health Corp.

Martin J. Wygod

Chairman of the Boards of Directors of HLTH

Corporation and WebMD Health Corp.

and Acting CEO of HLTH Corporation

I. GENERAL STATEMENT OF POLICY

Our policy is to conduct business in an honest and ethical manner and in accordance with the laws that apply to us

The Companies¹ seek to be good corporate citizens and to achieve our business goals in a manner that enhances our reputation for integrity. In order to do that, all of our directors, officers and employees must act in an honest and ethical manner and in accordance with law. We have instituted this Code of Conduct as part of our efforts:

•  to foster proper business conduct and ethical decision-making,

•  to prevent unethical or unlawful behavior and to stop any such behavior as soon as reasonably possible after its discovery.

We expect you to follow this Code of Conduct and to report any violations you become aware of

Under this Code of Conduct, each of our directors, officers and employees, regardless of job, title or level of responsibility:

•  is responsible for his or her own actions with respect to proper business conduct and behavior, and

•  if he or she sees or becomes aware of unethical or unlawful activity, is obligated to report such activity immediately to the Compliance Officer for this Code of Conduct (described in Section III.C. below), to the appropriate General Counsel, to the Chief Financial Officer or to one of the senior officers in our Human Resources Department.

Your supervisor or your Human Resources manager can help you make the report. See also Section III.B.2 below for information about reporting violations anonymously through our Ethics and Compliance Hotline.

We also expect our contractors and consultants to be guided by these standards.² It is the responsibility of the employees retaining and supervising such persons to make sure that they are aware of this Code of Conduct and follow its principles in their work for the Companies.

Violations of this Code of Conduct will lead to disciplinary action

To ensure compliance with this Code of Conduct, the Companies will investigate and take such action as they determine necessary to protect their best interests. In those cases where violations have occurred, disciplinary action will be taken — ranging from reprimand to termination. Violators may also be subject to criminal prosecution or civil lawsuits. It is not an excuse that a person’s questionable conduct was intended to “benefit” HLTH or WebMD or was done with good intentions.

Violations of our other policy statements may also be a violation of this Code of Conduct

We have other policy statements designed to assist the Companies and their employees in complying with applicable law and meeting appropriate standards of conduct, including:

•  the Policy Regarding Insider Trading, Tipping and Other Wrongful Disclosures,

•  the Communications Policy,

•  the Electronic Communications Policy,

¹ References to the “Companies” (or “we,” “our” or similar pronouns) in this Code of Conduct mean HLTH Corporation and all of its subsidiary companies (including WebMD Health Corp. and all of its subsidiary companies).

² References to the terms “employee” and “personnel,” as used throughout this Code of Conduct, are generally intended to include — in addition to directors, officers and employees (full-time and part-time) of the Companies — contractors, consultants and similar persons providing services at the direction of the Companies. In some cases, implementation of the principles contained in this Code of Conduct may be different for third party service providers, depending on the scope and nature of the services provided. For example, certain “conflicts of interest” that would not be acceptable for an employee may be acceptable for a contractor, depending on the nature of the specific relationship. Please consult the Legal Department or the Compliance Officer for guidance.

Code of Business Conduct — Page 2

•  the HIPAA Privacy Policies, and

•  the Employee Handbook.

Failure to comply with those policy statements will, in many cases, also be a violation of this Code of Conduct. In addition, our Finance Department, Legal Department, Human Resources Department and our operating units have adopted, and may in the future adopt, other written policies and procedures relating to the conduct of the business of the Companies, the documenting of transactions, record keeping and related matters. Employees must comply with those policies and procedures and failure to do so will generally also be a violation of this Code of Conduct.

USE GOOD JUDGMENT – DON’T IGNORE YOUR INSTINCTS

FOUR QUESTIONS TO ASK YOURSELF BEFORE ACTING:

•  Will my actions meet the letter of the law or rule but violate its spirit?

•  Would my failing to act make the situation worse or allow a “wrong” to continue?

•  How would my actions look if they were reported on the front page of the newspaper?

•  Would we lose customers if my actions were known to them?

FOUR WARNING SIGNS. If you hear yourself or someone else say:

•  “Everybody does it”

•  “Maybe just this once”

•  “No one will ever know”

•  “It won’t matter in the end”

STOP and think through the situation carefully, seek guidance, and take the time necessary to reach the right result.

Code of Business Conduct — Page 3

II. GUIDELINES FOR EMPLOYEE CONDUCT

Part II of our Code of Conduct provides guidelines for you to follow in dealing with some specific ethical and legal issues. Some of these guidelines are clear rules that you must follow — “do’s and don’ts” for specific situations. On the other hand, ethical issues often involve balancing competing interests and making value judgments. As a result, many of these guidelines provide general principles that must be applied by you based on the facts you are faced with. Sometimes applying those principles will be easy, and the proper business conduct will be clear. However, we often face complicated issues, where the right path to take may not be obvious or where there may be differences of opinion regarding proper conduct. It is each employee’s responsibility to work through those issues, seek appropriate advice and reach an answer that meets high ethical standards. The people described below are available to help you do that.

How to Get Your Questions Answered

Whenever you have questions about the requirements of this Code of Conduct or how they apply to your job, you should call one or more of the following persons:

•  your manager or supervisor,

•  the head of your business unit or department,

•  your Human Resources manager or other members of our HR Department,

•  the Compliance Officer, and

•  the appropriate General Counsel (of either HLTH or WebMD) or other

members of the Legal Department.

In addition, for questions relating to financial reporting, accounting and related matters, you may contact the Chief Financial Officer of HLTH and WebMD or other members of the Finance Departments of HLTH and WebMD.

Selected Contact Information

Our Compliance Officer is Lewis Leicher, an Assistant General Counsel. He can be reached at 858-759-6008 or lleicher@webmd.net.

HLTH’s General Counsel is Charles Mele. He can be reached at 201-703-3426 or cmele@hlth.com. WebMD’s General Counsel is Doug Wamsley. He can be reached at 212-624-3862 or dwamsley@webmd.net.

HLTH’s and WebMD’s Chief Financial Officer is Mark Funston. He can be reached at 201-398-2653 or 212-624-3764 or mfunston@webmd.net.

In Human Resources, you can contact:  Patricia White at 212-624-3851 or pwhite@webmd.net; or, for Porex, Rod Shough at 770-515-7730 or rod.shough@porex.com.

Our Human Resources counsel is Anne Smith. She can be reached at 201-703-3427 or asmith@hlth.com.

Our Chief Technology Officer, who is also our Chief Security Officer, is William Pence. He can be reached at 646-674-5315 or wpence@webmd.net.

Our Chief Privacy Officer is Matt Kaminer. He can be reached at 212-624-3745 mkaminer@webmd.net.

Code of Business Conduct — Page 4

A.   You may not use funds or assets of the Companies for any unlawful or unethical purpose or for personal gain

The use of the funds or assets of the Companies for any unlawful or unethical purpose, including any political or commercial bribery, is prohibited. In addition, no person may use his or her position in the Companies or any funds or assets of the Companies (including confidential information of the Companies) for his or her personal gain.

•  Our policy is to forgo any business that can be obtained only by making improper or illegal payments or kickbacks

—  No payment or gift shall be offered or made to a government official to influence any discretionary decision by such person in his or her official capacity. Should any such gifts or payments be requested, our Legal Department should be contacted immediately. Giving any gifts — even gifts or entertainment of nominal value — to government officials is highly regulated and often illegal.

—  No payment shall be offered or made to an employee or representative of an existing or potential customer or other business partner to influence any business decision by such person. Should any such payments be requested, our Legal Department or the Compliance Officer should be contacted immediately.

n

In circumstances where it would not violate any other policy of the Companies and would not create an appearance of impropriety or be considered a business inducement, you may provide non-monetary gifts or entertainment in accordance with the policies and procedures and monetary limits applicable to your business unit and job responsibilities. In general, such gifts or entertainment must be of nominal value.

n

Business meals with customers or other business partners are permitted and expenses for those meals will be reimbursed in accordance with applicable expense reimbursement policies.

•  Subterfuge of any kind in making payments or other use of the assets of the Companies is forbidden

—  No payment by a third party on behalf of the Companies may be authorized with the intention that any part of it is to be used for any unlawful purpose.

—  No payment or other use of assets or funds by the Companies may be offered or made for a purpose other than that described by the records supporting the payment.

•  You may not accept payments or gifts that obligate you with respect to matters relating to our business or that create an appearance your decision-making would be improperly influenced

—  Gifts of any type or amount may never be solicited from suppliers, customers or other business partners.

—  Any form of a gift that may obligate one of our employees to act in a particular manner with regard to our business is a bribe and is not allowed, regardless of its value. In addition, you may not accept cash gifts, regardless of amount.

n	If a supplier, customer or other business partner offers you a bribe, kickback or other improper payment, you should report the attempt to the Compliance Officer, to the appropriate General Counsel or to the Chief Financial Officer.
n	You may accept gifts of nominal value ordinarily used for sales promotion (for example, calendars, appointment books, pens, etc.) and may accept other gifts consistent with local social and business custom if reasonable in cost and frequency and reported to your supervisor.

—  Ordinary “business lunches” or reasonable entertainment consistent with local social and business custom is also permissible if reasonable in cost and frequency.

If an employee receives a gift that would not be permitted by the above guidelines, it must be reported to the employee’s supervisor. We may ask the employee to return the gift or, if return of the gift is not practical, it may be required to be given to the Companies for charitable disposition or such other

Code of Business Conduct — Page 5

disposition as may be appropriate. Please note that it is not our desire for our employees to appear unfriendly or unsociable. However, it is our policy to avoid any actions that may throw doubt on the integrity or motivation of our employees or the Companies.

•  Do not advance your personal interests at the expense of the Companies

—  You may not take for yourself any opportunity for financial gain that you find out about because of your position at any of the Companies or through the use of property or information of any of the Companies, unless the Chief Executive Officers of each of HLTH and WebMD have made a decision to forego the opportunity (after seeking approval of the applicable Board of Directors if needed).

—  See below, under “Conflicts of Interest Policy” for additional policies that apply.

•  Protect the property and assets of the Companies and ensure their proper use

—  Employees must protect property and assets of the Companies from loss, waste, damage or theft and must use them only for legitimate business purposes.

n	Assets of the Companies include funds, investments, facilities, equipment, proprietary or confidential information, technology, business plans, ideas for new products and services, trade secrets, inventions, copyrightable materials and client lists.
n	Unless otherwise prohibited by an employee’s supervisor, limited and reasonable incidental use of telephone, computer or similar equipment of the Companies is permitted, so long as it does not interfere with business use and is in compliance with all other applicable policies of the Companies.
n	Charitable donations of cash, assets or services of the Companies can only be made if approved by HLTH’s or WebMD’s Chief Executive Officer, Chief Financial Officer or General Counsel or WebMD’s Chief Operating Officer and the required approval must be sought prior to making any commitment with respect to any such donation.

—  Any employee found to be engaging in, or attempting, theft of any property of any of the Companies or any personal property of other employees will be subject to termination and possible civil and criminal proceedings. All employees have a responsibility to report any theft or attempted theft to appropriate management.

—  See below, under Section II.F., “Protection of Proprietary Information” for additional policies that apply.

B.   Conflicts of Interest Policy

1.   Failure to disclose a conflict of interest is a violation of this Code of Conduct

We expect our employees to be free from any influence that is inconsistent with their obligations to the Companies. There are many types of situations that may result in an employee having a conflict of interest or a potential conflict of interest with the Companies. Having a conflict of interest does not necessarily mean you have done something improper — however, the failure to disclose the conflict of interest is a violation of this Code of Conduct.

Because there are many different types of conflicts of interest, there are also many different ways they can be resolved. For example, if a conflict arises because a family member of an employee takes a job with one of our customers, we can take steps to make sure that the family member is not in a decision-making position with respect to transactions with that customer. However, those steps cannot be taken unless prompt and complete disclosure has been made. Disclosure should be made to the Compliance Officer or the appropriate General Counsel.

Code of Business Conduct — Page 6

2.   Your business dealings on behalf of the Companies should not be influenced, or appear to be influenced, by your personal interests or your relationships with others

We expect our employees, in their work for the Companies, to act at all times in the best interests of the Companies. Accordingly, employees should remain free from obligations to, or relationships with, any person or company with whom we do business or compete that could interfere with that. In addition, as described above, it is also the duty of employees not to utilize their position with the Companies for personal advantage or gain.

The rights of our employees will be respected in the conduct of their personal affairs and investments, provided that such conduct does not adversely reflect upon the Companies or conflict with their interests. Please note that any employee invited to join a corporate board of directors (whether for a public or private corporation) must obtain the approval of the appropriate General Counsel prior to accepting such position.

Please note that this Conflicts of Interest Policy is directed only to interests of a business or financial nature. It is not intended to cover an employee’s own political, civic or charitable activities, or individual participation in professional organizations. However, your supervisor’s approval should be secured in advance if there is a possibility that such outside activities might interfere with the normal duties and responsibilities of your job or could create the appearance of a conflict of interest.

3.   The following are examples of conflict of interest situations:

While it is not possible to describe all situations and conditions that might involve a conflict of interest, the following examples indicate areas where conflicts may arise:

•  Financial interests in competitors, customers, vendors, or contractors.  Where an employee, close relative (such as a member of his or her family, household, in-laws, etc.), or any other person with whom the employee has a close personal relationship, has a direct or indirect financial interest in an organization which does business with or is a competitor of one or more of the Companies, a conflict of interest may exist. Such a conflict is unlikely if the financial interest consists of holdings of less than one percent of any class of securities in a widely held corporation listed on a recognized stock exchange, or regularly traded on an over-the-counter market, or if our transactions with that corporation would not tend to either affect the value of such securities or contribute materially to its earnings. However, depending on the circumstances, a conflict of interest might exist, even if the amount of holdings in such corporation is less than one percent, where the employee is in a position to control or influence our decisions or actions with respect to a transaction with such corporation. In addition, if the investment or interest by the employee, close relative, or any other person with whom the employee has a close personal relationship, is in a small organization doing business with us, a conflict of interest is likely in view of the possible relative importance of the transaction to such an organization.

•  Serving in the management of customers, vendors, contractors, or competitors.  Where an employee serves as director, officer, or in any other management or consulting capacity with, or renders other services to another organization which does or is seeking to do business with us, or which is a competitor, a conflict of interest will normally exist.

•  Transactions with contractors, customers, or vendors of the Companies.  Where an employee, a close relative of the employee, or any other person with whom the employee has a close personal relationship, buys, sells, or leases (other than on behalf of the Companies) any kind of property, facilities, services, or equipment from or to any person or organization which is, or is seeking to become, a contractor, customer, or vendor of the Companies, a conflict of interest may arise.

—  A conflict would not normally exist, however, in cases of routine personal purchases, sales, or leases made in the ordinary course from or to a large established company, such as for the employee’s personal household needs.

—  On the other hand, if the employee, as part of his or her job responsibilities for us, is in a position to make or influence decisions pertaining to transactions with such a company, a potential conflict of interest might exist, depending on the circumstances, if he or she has any private transactions with that company.

Code of Business Conduct — Page 7

•  Transactions with the Companies.  Any proposed business transaction between any of the Companies and an employee of any of the Companies (other than those relating to the employee’s employment or services as an employee), or a close relative of an employee, or any other person with whom the employee has a close personal relationship would generally involve or lead to a conflict and must be fully disclosed to appropriate management in advance and requires approval by the Legal Department or, in the case of a director, executive officer or Senior Financial Officer of HLTH or WebMD, approval of the Audit Committee of the applicable company. The officers who are “Senior Financial Officers” of each of HLTH and WebMD for purposes of this Code of Conduct are the principal financial officer, comptroller or principal accounting officer and persons performing similar functions of that company.

•  Corporate Opportunity.  Where an employee, a close relative of the employee, or any other person with whom the employee has a close personal relationship participates in any personal venture or transaction involving any existing or potential business activity or opportunity

—  in which any of the Companies has an expressed interest or

—  is of the type that any of the Companies would be expected to consider

a conflict of interest may be present, unless the Chief Executive Officers of each of HLTH and WebMD have made a decision to forego the opportunity (after seeking approval of the applicable Board of Directors if needed).

The above examples are not intended to be an all-inclusive list of possible conflicts. In addition, there are other situations which, while not clear-cut conflicts of interest, may be inconsistent with the high standards of business ethics that our employees are expected to follow. As noted above, you should disclose any conflicts of interest or potential conflicts of interest to the appropriate General Counsel or to the Compliance Officer.

C.   Policy Regarding Financial Reporting and Recordkeeping and Related Internal Controls

It is our policy that all filings made by HLTH or WebMD with the Securities and Exchange Commission and all other public communications made by the Companies comply with applicable disclosure laws and regulations and NASDAQ Stock Market listing requirements, including those relating to accuracy, completeness and timeliness. The Senior Financial Officers and the Chief Executive Officer of each of HLTH and WebMD have direct responsibility for compliance with this policy by the respective companies. Certain members of the Legal, Finance and Investor Relations Departments of the Companies have job responsibilities specifically related to those disclosure requirements and work closely with the applicable Senior Financial Officers and the Chief Executive Officers to assist them in meeting their responsibilities. In addition, all employees are expected to support these efforts, including by providing prompt and accurate answers to inquiries from these officers and employees relating to disclosure requirements, and are required to act in accordance with the following policies:

1.   Unauthorized transactions and illegal or improper recordkeeping are not permitted

•  Business transactions shall be reported promptly and accurately in order to permit the preparation of accurate financial and other records.

•  Business transactions shall be executed only by employees authorized to do so.

•  Business transactions shall be evidenced by full and complete written agreements in accordance with policies and procedures approved by the Legal Department and the Finance Department.

•  Acquisitions or dispositions of assets and other transactions are permitted only with authorization by the appropriate management levels.

•  Employees are prohibited from knowingly making untrue or misleading statements to our independent auditors or internal auditors or causing anyone else to do so and no employee may seek to improperly influence, directly or indirectly, the auditing of our financial records.

Code of Business Conduct — Page 8

•  Data transmitted and/or stored electronically by the Companies shall be protected from errors, disasters, misuse, unauthorized access, and fraud.

2.   No employee may create or participate in the creation of any records that contain false information or that are intended to mislead anyone or conceal anything that is improper.

To ensure that records accurately and fairly represent all business transactions:

•  All assets and transactions must be recorded in normal books and records.

•  No unrecorded funds shall be established or maintained for any purpose.

•  All expense reports must accurately reflect the true nature of the expense.

•  Oral and written descriptions of transactions, whether completed or contemplated, provided to those responsible for the preparation or verification of financial records must be accurate.

If an employee becomes aware of any improper accounting or financial reporting practice or any improperly recorded or documented transaction, he or she should report the matter immediately to the appropriate Chief Financial Officer or General Counsel, or to the Compliance Officer or to one of the senior officers in our Human Resources Department. See also Section III.B.2 below, for information about reporting anonymously through our Ethics and Compliance Hotline.

D.   Policy Regarding Governmental Investigations

It is our policy to cooperate with government investigations involving any of the Companies. However, the Companies should have the opportunity to be adequately represented in such investigations by their own legal counsel. Accordingly, if employees obtain information that would lead them to believe that a government investigation or inquiry is underway, this information should be communicated immediately to the Legal Department. Sometimes, it is difficult to tell when a routine government audit or inspection graduates into a government investigation. We must rely on the common sense and alertness of all of our employees for making this important determination. If in doubt, employees should consult with the Legal Department.

Appropriate handling of government investigations is very important for the Companies, their management, and for all employees. Many federal laws regulating the conduct of our business (including antitrust, securities, privacy, OSHA, environmental, tax, and financial laws) contain civil and criminal penalties. The criminal penalties may apply to the corporation and to those individuals within a company who actually took the actions that violated the law or failed to take actions that resulted in a violation of the law. In some government investigations, the Companies’ lawyers can protect the interest of both the Companies and their employees. In some cases, there may be a conflict of interest between the Companies and individual employees, and individual employees may need their own legal counsel.

Employees should never, under any circumstances:

•  destroy or alter any documents in anticipation of a request for those documents from any government agency or a court,

•  lie or make any misleading statements to any government investigator, or

•  attempt to cause any other company employee, or any other person, to fail to provide appropriately requested information to a government investigator or to provide any false or misleading information.

The law guarantees all of us a right to be represented by legal counsel during any investigation or inquiry by any government agency. In view of the extremely technical nature of these government investigations, we feel that the Companies should be represented and that all of our employees should be made aware of the opportunity for such representation. This applies any time any government investigator wants to ask questions about individual employee activities. Employees also have this right if the questions are asked off company property — such as at your home during the evening. There is no reason any individual should not be allowed sufficient time to consult with legal counsel before answering questions from governmental investigators that may subject that employee to individual criminal or civil liability.

Code of Business Conduct — Page 9

If a government inquiry arises through the issuance of a written subpoena or written request for information (such as a Civil Investigative Demand), such request should immediately, before any action is taken or promised, be submitted to our Legal Department.

E.   Compliance with Laws

1.   Know, respect and comply with all laws, rules and regulations applicable to the conduct of our businesses

Many laws and regulations apply to us and our businesses. Responsibility for compliance with law is part of everyone’s job description. This section of the Code of Conduct is intended to highlight some of the legal issues that confront us. Many of the laws applicable to our business are complex and evolving. We do not expect our employees to be experts on these laws — but we do expect you to:

•  make the effort to understand the laws and company policies that apply to your specific job responsibilities,

•  review educational materials provided to you and participate in all required training programs, and

•  ask questions of and seek advice from our Legal Department and be guided by the advice received.

The remainder of this section discusses some specific laws that apply to some or all of our businesses.

2.  Privacy Laws.  In the course of our business, we may come into the possession of individually identifiable health information or other confidential information of individuals. This is an area that is highly regulated, with evolving legal standards that place various obligations on us and our employees regarding maintenance of the confidentiality of such information.

•  Our HIPAA Privacy Policies govern how we use and disclose certain kinds of health information that is protected under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing Privacy Rule regulations.

•  In addition, we may be subject to additional contractual obligations with respect to maintaining the confidentiality of such information.

•  Finally, we have Privacy Policies posted on our Web sites that set forth standards regarding our use of information collected through those sites.

Whenever a question arises as to the application of privacy laws or regulations, employees should seek advice from our Chief Privacy Officer or other attorneys in the Legal Department and be guided by the advice received.

3.  Antitrust Laws.  The objective of the antitrust laws and other laws governing competition is to promote vigorous competition by prohibiting competitors from sharing certain information or working together in certain ways that reduce competition. Our policy is that all personnel comply with all applicable antitrust laws and other laws governing competition. Employees should consult with the Legal Department whenever any question arises as to the possible application of the laws governing competition and be guided by the advice received.

You should be aware that serious legal consequences, including in some cases criminal fines and penalties, may result from agreements or understandings with competitors, including any such agreements:

•  to set or control prices,

•  to allocate customers or territories,

•  on bidding terms or whether or not to submit a bid for particular business or types of business, and

•  to boycott customers or suppliers.

Certain other types of communications with competitors and certain ways of working together with competitors are permitted under the antitrust laws, but you should consult with a member of the Legal Department before any meetings or discussions with competitors and should report back to the Legal Department on the substance of any meetings or discussions that are held. An example of the type of action that generally is permitted, under Legal Department supervision, is participation by appropriate employees as our representatives in industry associations or trade groups.

Code of Business Conduct — Page 10

4.  Anti-Kickback Laws.  In the United States, there are federal and state healthcare laws called Anti-Kickback Laws that prohibit the offering of anything of value to a person that is intended to influence that person to recommend or purchase a healthcare product or service that may be reimbursed by Medicare or Medicaid or state healthcare benefit programs. This is to ensure that a healthcare provider’s decision about a choice of treatment or product for his or her patient not be influenced by motives of personal gain or enrichment. This law may apply to some of our businesses, either directly or through our relationships with customers, suppliers or other business partners. It is our policy to cooperate with our customers in their efforts to comply with law. Whenever a question arises as to the application of healthcare laws or regulations and whenever a customer, supplier or other business partner seeks our assistance in their compliance efforts, employees should seek advice from the attorneys in the Legal Department and be guided by the advice received.

5.  Other Healthcare Laws.  There are various other healthcare laws that may apply to our businesses, either directly or through our relationships with customers. These laws cover areas that include:

•  reducing fraud and abuse in federal healthcare programs (Medicare and Medicaid),

•  eliminating the improper influence of financial incentives on medical judgment,

•  protecting patients and improving the quality of healthcare services, and

•  reducing the cost of healthcare.

It is our policy to cooperate with our customers, suppliers and other business partners in their efforts to comply with law. Whenever a question arises as to the application of healthcare laws or regulations and whenever a customer, supplier or other business partner seeks our assistance in their compliance efforts, employees should seek advice from the attorneys in the Legal Department and be guided by the advice received.

F.   Protection of Proprietary Information

Proprietary information developed or acquired by the Companies and not freely available to others is a valuable asset that must be protected against theft or inadvertent loss. Improper disclosure could destroy the value of such information to us and substantially weaken our competitive position.

Various types of proprietary information include trade secrets, as well as other technical, financial, and business information, which we either wish to keep confidential or are under an obligation to keep confidential. For example, such proprietary information may concern products or services developed or being developed by us, research results, cost data, marketing strategies, financial budgets, and long range plans. All such information, at the time of development or acquisition, should be clearly identified and marked “Confidential” and the information and any copies (whether physical or electronic) should be managed and kept in a manner designed to protect them from accidental or unauthorized disclosure.

For protection of proprietary information, we necessarily rely primarily on the loyalty, integrity, good faith, and alertness of our employees. The understanding of this relationship is confirmed by requesting execution of an agreement containing non-disclosure obligations and other provisions designed to protect our proprietary information. Upon leaving the Companies, the obligation to safeguard our proprietary information continues.

The disclosure of our proprietary information to persons outside the Companies must be limited to those who have a strict “need-to-know”; that is, the Companies’ need for the outside parties to know. Unless the Legal Department has specifically authorized making an exception, no disclosure of proprietary information may be made until the outside party has signed a written Confidentiality Agreement or other similar written agreement, in a form approved by the Legal Department, that imposes an obligation on the outside party neither to disclose nor use the information in an unauthorized manner.

Even within the Companies, the disclosure of proprietary information should be limited to those employees who have a need for the information in order to fully perform their jobs.

The Legal Department is available to assist employees in the legal aspects of protecting our proprietary information.

Code of Business Conduct — Page 11

G.   Corporate Political Activity

The Companies recognize that, in order for political systems to function properly, participation by citizens in civic and political affairs is a necessary and desirable undertaking. In this regard, it is our policy to encourage employees to participate actively in the political process, to be informed on public issues and on the positions and qualifications of public officials and candidates for public office, and to support, through personal financial and other assistance, candidates, and parties of their choice. It is our policy to comply fully with applicable laws regulating corporate political activities.

In the United States, the Companies may, in accordance with applicable federal, state, and local law, establish voluntary political action committees to which employees may contribute and which are independent of any political party, organization, or candidate. Contributions may be made from these committees to federal, state, and local candidates as permitted by federal and state law.

Employees’ contributions to such committees will at all times be absolutely voluntary. Participation or non-participation will have no effect on the employment, promotion, or compensation of any employee. Any employee who feels pressured to contribute to any political fund, against his/her wishes, is urged to report the facts to the Compliance Officer, to the appropriate General Counsel, to the Chief Financial Officer or to one of the senior officers in our Human Resources Department.

In the United States, the Companies may make corporate campaign contributions to state or local political parties, political committees, or candidates for elective public office in those states where such contributions are legal.

The Companies shall not make corporate contributions which assume a second-step transaction which will benefit a party, candidate, or committee not otherwise legally permitted to receive corporate funds. In addition, the Companies do not pay honoraria to public officials in any country, including federal office holders in the United States. Exceptions may be made on rare occasions for state office holders in the United States where permitted by law and where the recipient appears at an event organized by the Companies. Payment of the honoraria must have received the prior written approval of the appropriate General Counsel.

Although political contributions by corporations are lawful in some countries, it is our policy not to contribute financially to political parties or candidates outside of the United States under any circumstances.

As a corporate citizen, and consistent with our policies, the Companies may also express their views on public issues affecting us or our stockholders or employees, or the geographic areas in which we operate. In the United States, the Companies may, in accordance with applicable law, (1) express their views on and provide financial assistance in support of or in opposition to public issues and elections such as bond issues, tax proposals, governmental reorganizations, referenda, and other propositions, and (2) supply personnel, support, and assistance to governmental units or associations. Recommendations for financial or other assistance are to be submitted to the appropriate General Counsel and are to be reviewed by the Legal Department to determine compliance with applicable law. Such assistance must be approved by the appropriate General Counsel and by the Chief Financial Officer.

It is against our policy, and may also be illegal, for any employee to include, directly or indirectly, any political contribution that the employee may desire to make on the employee’s expense account or in any other way which causes the Companies to reimburse the employee for that expense. In general, the cost of fund-raising tickets for political functions are considered political contributions. Therefore, including the cost of any such fund-raising dinner on an expense account, even if business is, in fact, discussed, is against our policy and possibly illegal.

The political process is highly regulated. You should consult with our Legal Department before doing anything that could be construed as involving us in any political activity.

Code of Business Conduct — Page 12

H.   Relations with Governmental Bodies and Agencies and their Officials (and Former Officials)

Doing business with federal, state and local government agencies is subject to specific rules and regulations. These include numerous federal, state and local laws and regulations relating to control of the process of public procurement. Procurement laws and regulations generally have four basic purposes: (1) to obtain the best possible products and services at the best value; (2) to encourage competition based on specifications and evaluation criteria that allow interested suppliers to respond; (3) to eliminate waste, fraud, and abuse; and (4) to promote full and open competition. It is our policy not to engage in any activities that could impair the fairness of governmental procurement processes. All employees involved in business or potential business with a governmental body or agency must know and abide by the specific rules and regulations covering business relations with those public agencies.

All employees must also conduct themselves in a manner that avoids any dealings which might be perceived as attempts to improperly influence public officials in the performance of their official duties and must not attempt to induce government personnel to do anything they are prohibited from doing. As stated in Section II.A. above, this Code of Conduct prohibits offering or making any payment or gift to a government official to influence any discretionary decision by such person in his official capacity. Employees should deal with government representatives in an atmosphere of openness. Meetings should generally be scheduled in normal business locations and at normal business hours under circumstances that could not be interpreted to imply concealment.

In addition, there are laws that restrict companies that do business with governmental agencies from hiring as an employee or retaining as a consultant any employees of those and other governmental agencies (other than certain lower-level governmental employees). These laws also prohibit informal arrangements for possible future employment under certain circumstances. Therefore, written clearance must be obtained from the Legal Department before discussing possible future employment by any of the Companies with any current government employee (even if the discussion is initiated by the government employee) and before hiring or retaining any former government employee who left the government within the past two years.

The process of doing business with governments and their agencies is highly regulated and any violation of these laws and regulations may subject the Companies to criminal prosecution and may have other serious consequences for the Companies, both with respect to the specific relationship where the violation occurred as well as in our relationships with other governmental agencies. The Legal Department is available to assist our employees in complying with the rules and regulations applicable to relations with governmental bodies and agencies and their officials.

There are also laws and regulations that may affect the eligibility of the Companies for certain business with governmental bodies or agencies because of actual or potential conflicts of interest. Conflicts of interest may occur, for example, when the degree of access to government information or participation in the analysis or development of a governmental requirement reaches a level that places a particular government contractor at an unfair competitive advantage in bidding for that business. Such conflicts of interest can result in bid disqualifications and possible civil or criminal action. Various actions, including the sharing of certain information between our business units or particular groups of employees within a business unit, may have adverse consequences under these laws and regulations. The Legal Department is available to assist our businesses and employees in complying with these laws and regulations and in structuring our business activities to avoid conflicts of interest when possible and in complying with any related requirements for making disclosure to government agencies of actual or potential conflicts of interest.

I.   Economic Sanctions and Trade Embargoes

The United States government uses economic sanctions and trade embargoes to further various foreign policy and national security objectives. It is our policy to abide by the terms of all economic sanctions or trade embargoes that the United States has adopted, whether they apply to foreign countries, political organizations or particular foreign individuals and entities. Inquires regarding whether a transaction on behalf of any of the Companies complies with applicable sanction and trade embargo programs should be referred to the appropriate General Counsel. In addition, inquiries regarding any available exemptions that the Companies may wish to seek in specific cases, if permitted under applicable law or regulation, should be referred to the appropriate General Counsel.

Code of Business Conduct — Page 13

III. COMPLIANCE AND ENFORCEMENT

A.   Certification

We may require certification, from time to time, from some or all of our employees regarding their compliance with this Code of Conduct, including their compliance with respect to disclosure requirements set forth in Section II.B above for conflicts of interest. We rely on the accuracy and completeness of these certifications. If you are asked to provide a certification, please make sure to complete the form carefully and sign and return it promptly.

B.   Reporting Violations of this Code of Conduct

1.   Reporting known or suspected violations of this Code of Conduct or any legal or ethical obligations is the responsibility of every employee

If you suspect or believe that another employee (including part-time and temporary employees), consultant or contract worker, or one of our business units is violating the law, this Code of Conduct or our other policies or is engaging in activities on our behalf that could damage our reputation, you must report this to the Compliance Officer, to the appropriate General Counsel, to the Chief Financial Officer or to one of the senior officers in our Human Resources Department. In addition, you are encouraged to raise any other issues or concerns you may have relating to compliance matters and ethical business practices, whether or not specifically addressed in our formal policies. Do not assume that “senior management already knows” or that someone else will make the report. Your supervisor or your Human Resources manager can help you make the report.

All reports shall be treated confidentially to the extent possible consistent with fair and rigorous enforcement of this Code of Conduct. We understand that you may find it difficult to report suspected violations by those you work with; however, we must take steps to prevent and detect criminal or unethical conduct in order to avoid jeopardizing the welfare of the Companies and all of their employees, customers, and investors. Please note that you should not conduct your own investigation of any suspected violation without the prior authorization by the appropriate General Counsel. Instead, immediately report your suspicions to the Compliance Officer, the appropriate General Counsel, to the Chief Financial Officer or to one of the senior officers in our Human Resources Department. Any reports that relate to accounting, auditing, internal auditing, financial reporting, disclosure practices, or securities law matters will be presented to the Audit Committee of the Board of Directors of HLTH and/or WebMD, as applicable.

2.   You may make reports anonymously if you choose to do so

We have retained an independent company to provide an Ethics and Compliance Hotline that allows you to make reports anonymously by telephone. A brochure containing the toll-free number and instructions has been distributed to our employees and the information is posted in our offices. You do not need to give your name to use the Hotline. The Hotline provider will forward reports made to it to the Compliance Officer. You may also make anonymous reports by writing to the Compliance Officer at the address provided below. Any reports made to the Compliance Officer or through the Hotline that relate to accounting, auditing, internal auditing, financial reporting, disclosure practices, or securities law matters will be presented to the Audit Committee of the Board of Directors of HLTH and/or WebMD, as applicable.

3.   Non-Retaliation Policy

Our commitment to conducting business in accordance with legal and ethical obligations requires an environment that allows employees to report known or suspected violations without fear of retaliation or retribution. No employee should be discouraged from using any available channel to raise his or her concerns. It is our intent to foster an environment where employees will choose whichever method they are most comfortable with to communicate their concerns.

Code of Business Conduct — Page 14

NON-RETALIATION POLICY

We are committed to providing a workplace conducive to open discussion of our business practices. It is our policy to protect employees who make reports, in good faith, of potential violations of our Code of Business Conduct, the policies in our Employee Handbook, other company policies or applicable law. In addition, it is our policy to comply with all applicable laws that protect employees against unlawful discrimination or retaliation by their employer as a result of their lawfully reporting information regarding corporate fraud or other violations of law by any of the Companies or their employees.

Any employee who retaliates against another employee for reporting problems will be subject to disciplinary action, which may include termination of employment. If an employee believes that he or she has been subjected to any action that violates this Non-Retaliation Policy, he or she should report that to the Compliance Officer, to the appropriate General Counsel, to the Chief Financial Officer or to the Human Resources Department. This Non-Retaliation Policy applies even if an allegation that was made in good faith ultimately turns out to be groundless. However, employees who file reports or provide evidence that they know to be false or without a good faith belief in the truth of such information will not be protected by this Non-Retaliation Policy and may be subject to disciplinary action, including termination of their employment.

C.   Compliance Officer

The Boards of Directors of the Companies have appointed a Compliance Officer to assist in the implementation of this Code of Conduct. The current Compliance Officer is Lewis Leicher, an Assistant General Counsel. He can be reached at 858-759-6008. You may also reach him at lleicher@webmd.net or by writing to: HLTH Corporation, 16092 San Dieguito Road, P.O. Box 676306, Rancho Santa Fe, CA 92067-6306.

D.   Amendments, Waivers and Interpretations

While many of the policies set forth in this Code of Conduct must be strictly adhered to and no exceptions allowed, in other cases, some waivers or exceptions may be possible. For example, a minor conflict of interest can sometimes be resolved simply by disclosing the possible conflict to all interested parties and making sure the person with the conflict is not involved in decision-making in areas of conflict.

Any employee who believes that an exception to any of these policies is appropriate in his or her case should contact his or her immediate supervisor first. If the immediate supervisor agrees that an exception is appropriate, you should contact the Compliance Officer, who will coordinate seeking the approval of the General Counsel of HLTH (after consultation with the General Counsel of WebMD) or, in the case of an executive officer or a Senior Financial Officer, the approval of the Audit Committee of the Board of Directors of HLTH and/or WebMD, as applicable.

The General Counsel of HLTH (after consulting with the General Counsel of WebMD) is responsible for interpreting and applying this Code of Conduct to specific situations in which questions may arise and granting any waivers, except with respect to interpretations, applications and waivers involving executive officers, Senior Financial Officers or directors of either HLTH or WebMD, for which the applicable Board of Directors (HLTH or WebMD) or, to the extent permitted by law or the listing standards of The NASDAQ Stock Market, the applicable Audit Committee or another duly authorized committee of the applicable Board of Directors shall be responsible. To the extent required by law or the listing standards of The NASDAQ Stock Market, any such waivers for Senior Financial Officers, executive officers or directors of either HLTH or WebMD shall be disclosed publicly.

This Code of Conduct may be amended by joint action of the Boards of Directors of WebMD and HLTH, by joint action of the Audit Committees of WebMD and HLTH or by joint action by other duly authorized committees of the Boards of Directors of each of HLTH and WebMD. To the extent required by law or the listing standards of The NASDAQ Stock Market, any such amendments shall be disclosed publicly.

Code of Business Conduct — Page 15

E.   Investigation of Suspected Violations

The Companies’ policy allows the use of any lawful method of investigation that the Companies deem necessary to determine whether a person has violated applicable law, this Code of Conduct or other policies of the Companies or has otherwise engaged in conduct that interferes or adversely affects their business. All employees are expected to cooperate in the investigation of any such alleged violation. It is imperative, however, that even a preliminary investigation of any suspected violation NOT be conducted without consulting with the Compliance Officer or seeking the assistance and guidance of the appropriate General Counsel. Following the completion of the investigation, appropriate members of senior management will determine appropriate action.

F.   Disciplinary Actions

Violations of this Code of Conduct will result in disciplinary action, which may include termination, reprimands, warnings, suspensions with or without pay, demotions, or salary reductions. Violators may also be subject to civil or criminal prosecution. Disciplinary actions may also extend to a violator’s manager if we determine that the violation involved the participation of the manager or resulted from the manager’s lack of diligence in enforcing compliance with this Code of Conduct.

We will document disciplinary actions taken against our personnel for violations of this Code of Conduct. Such documentation will be included in the individual’s personnel files. In reviewing the appropriate disciplinary action imposed for a violation of this Code of Conduct, senior management shall take into account the following factors:

•  the nature of the violation and the ramifications of the violation to the Companies,

•  whether the individual was directly or indirectly involved in the violation,

•  whether the violation was willful or unintentional,

•  whether the violation represented an isolated occurrence or a pattern of conduct,

•  whether the individual in question reported the violation,

•  whether the individual withheld relevant or material information concerning the violation,

•  the degree to which the individual cooperated with the investigation,

•  if the violation consisted of the failure to supervise another individual who violated this Code of Conduct, the extent to which the circumstances reflect inadequate supervision or lack of due diligence,

•  if the violation consisted of retaliation against another individual for reporting a violation or cooperating with an investigation, the nature of such retaliation, and

•  the individual’s past violations, if any.

Code of Business Conduct — Page 16

EX-31.1

Exhibit 31.1

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Martin J. Wygod, certify that:

     1. I have reviewed this annual report on Form 10-K of HLTH Corporation; and

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.	[Intentionally omitted]*
4.	[Intentionally omitted]*
5.	[Intentionally omitted]*

Date: April 29, 2009

          /s/ Martin J. Wygod  

Martin J. Wygod 

Acting Chief Executive Officer
(Principal executive officer) 

* Paragraphs 3 through 5, omitted here, are included in Exhibit 31.1 to the Annual Report on Form 10-K filed by HLTH Corporation on March 2, 2009.

EX-31.2

Exhibit 31.2

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark D. Funston, certify that:

     1. I have reviewed this annual report on Form 10-K of HLTH Corporation; and

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.	[Intentionally omitted]*
4.	[Intentionally omitted]*
5.	[Intentionally omitted]*

Date: April 29, 2009

     /s/ Mark D. Funston  

Mark D. Funston 

Executive Vice President and
     Chief Financial Officer
(Principal financial and accounting officer) 

* Paragraphs 3 through 5, omitted here, are included in Exhibit 31.2 to the Annual Report on Form 10-K filed by HLTH Corporation on March 2, 2009.