Amendment to Stock Option Agreement between WebMD Health Corp. and Douglas W. Wamsley
This letter agreement between WebMD Health Corp. and Douglas W. Wamsley modifies the terms of a previously granted stock option. If Mr. Wamsley's employment is terminated without cause or he resigns for good reason within 12 months after a change of control at WebMD, his unvested stock options will continue to vest for one year as if he were still employed, provided he signs a release of claims and complies with prior restrictive covenants. All other terms of the original option agreement remain unchanged.
Exhibit 10.71
| | 111 Eighth Avenue 7th Floor New York, NY 10011 212 ###-###-#### |
As of November 14, 2012
Douglas W. Wamsley
c/o WebMD Health Corp.
111 Eighth Avenue, NY 10011-5201
Dear Doug:
Reference is made to the grant of a nonqualified option to purchase 50,000 shares of the Company’s Common Stock made to you on November 14, 2012 (the “2012 Option”) as evidenced by the Option Agreement dated November 14, 2012 (the “Option Agreement”). Notwithstanding anything to the contrary contained in the Option Agreement, in the event of the termination of your employment by the Company without Cause or by you for Good Reason (as such terms are defined in your Employment Agreement with the Company dated July 14, 2005, as amended), in either case within twelve (12) months following a Change of Control of WebMD (as defined in the WebMD Amended and Restated 2005 Long-Term Incentive Plan), the 2012 Option, to the extent unvested, shall remain outstanding and continue to vest as if you remained in the employ of the Company until the first anniversary of such date of termination, subject to a release of claims (as described your Letter Agreement) being executed by you and becoming effective and your continued compliance with the restrictive covenant agreements you have signed in connection with your employment.
Except as set forth herein, the Option Agreement remains in full force and effect.
| Sincerely, |
| /s/ Lewis H. Leicher |
| Lewis H. Leicher Senior Vice President |
| Agreed to: |
| /s/ Douglas W. Wamsley |
| Douglas W. Wamsley |
