0000950123-10-074886 Sample Contracts

WebMD Health Corp. 111 Eighth Avenue New York, NY 10011
Restricted Stock Agreement • August 9th, 2010 • WebMD Health Corp. • Services-business services, nec

Reference is made to (i) the Amended and Restated Employment Agreement dated as of July 14, 2005 between you and WebMD Health Corp. (the “Company”) (as previously amended, the “Employment Agreement”; capitalized terms used herein without definition have the meanings specified in the Employment Agreement), (ii) the grant of a nonqualified option to purchase 100,000 shares of the Company’s Common Stock made to you on June 28, 2010 (the “2010 Option”) as evidenced by the Option Agreement dated June 28, 2010 (the “Option Agreement”) and (iii) the grant of 20,000 restricted shares of the Company’s Common Stock made to you on June 28, 2010 (the “2010 Restricted Stock”) as evidenced by a restricted stock agreement dated June 28, 2010 (the “Restricted Stock Agreement” and collectively with the Option Agreement, the “Award Agreements”). The Option Agreement and the Restricted Stock Agreement will be forwarded to you under separate cover directly from Fidelity, the Company’s third party provider

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WebMD Health Corp. 111 Eighth Avenue New York, NY 10011
Restricted Stock Agreement • August 9th, 2010 • WebMD Health Corp. • Services-business services, nec

Reference is made to (i) the Employment Agreement dated as of September 23, 2004 between you and WebMD Health Corp. (previously known as HLTH Corporation, the “Company”) (as previously amended, the “Employment Agreement”), (ii) the grant of a nonqualified option to purchase 65,000 shares of the Company’s Common Stock made to you on June 28, 2010 (the “2010 Option”) as evidenced by the Option Agreement dated June 28, 2010 (the “Option Agreement”) and (iii) the grant of 10,000 restricted shares of the Company’s Common Stock made to you on June 28, 2010 (the “2010 Restricted Stock”) as evidenced by a restricted stock agreement dated June 28, 2010 (the “Restricted Stock Agreement” and collectively with the Option Agreement, the “Award Agreements”). The Option Agreement and the Restricted Stock Agreement will be forwarded to you under separate cover directly from Fidelity, the Company’s third party provider.

WebMD Health Corp. 111 Eighth Avenue New York, NY 10011
Restricted Stock Agreement • August 9th, 2010 • WebMD Health Corp. • Services-business services, nec

Reference is made to (i) the Amended and Restated Employment Agreement dated as of July 14, 2005 between you and WebMD Health Corp. (the “Company”) (as previously amended, the “Employment Agreement”; capitalized terms used herein without definition have the meanings specified in the Employment Agreement), (ii) the grant of a nonqualified option to purchase 120,000 shares of the Company’s Common Stock made to you on June 28, 2010 (the “2010 Option”) as evidenced by the Option Agreement dated June 28, 2010 (the “Option Agreement”) and (iii) the grant of 30,000 restricted shares of the Company’s Common Stock made to you on June 28, 2010 (the “2010 Restricted Stock”) as evidenced by a restricted stock agreement dated June 28, 2010 (the “Restricted Stock Agreement” and collectively with the Option Agreement, the “Award Agreements”). The Option Agreement and the Restricted Stock Agreement will be forwarded to you under separate cover directly from Fidelity, the Company’s third party provider

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