0000950123-09-052753 Sample Contracts

WEBMD HEALTH CORP. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • October 23rd, 2009 • WebMD Health Corp. • Services-business services, nec • Delaware

THIS RESTRICTED STOCK AGREEMENT is made effective as of [______, 20___] (the “Grant Date”), by and between WebMD Health Corp., a Delaware corporation (the “Company”), and [____________] (the “Holder”):

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WebMD Health Corp. Non-Qualified Stock Option Agreement
Restrictive Covenants Agreement • October 23rd, 2009 • WebMD Health Corp. • Services-business services, nec

We are pleased to inform you that you have been granted an option to purchase that number of shares of the common stock of WebMD Health Corp. (the “Company”) set forth above at the per share exercise price set forth above. Your grant has been made under the Company’s Amended and Restated 2005 Long-Term Incentive Plan (as it may be amended from time to time, the “Plan”), which together with the terms contained in this Agreement, sets forth the terms and conditions of your grant and is incorporated herein by reference. In the event any terms set forth herein conflict with the terms as set forth in the Plan, the terms of the Plan shall govern. A copy of the Plan and the prospectus (which describes certain terms of the Plan) are available on the Company’s intranet site. Please review them carefully. Capitalized terms used herein without definition will have the meanings assigned to them in the Plan.

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