WebMD Health Corp. 111 Eighth Avenue New York, NY 10001

Exhibit 10.4

WebMD Health Corp.

111 Eighth Avenue

New York, NY 10001

Amended and Restated

As of May 16, 2012

October 1, 2007

William E. Pence

[address on file with Registrant]

Dear Mr. Pence:

This letter (“Letter Agreement”) amends and restates the terms of your employment with WebMD Health Corp. (the “Company” or “WebMD Health”), effective as of May 16, 2012 (“Amendment and Restatement Effective Date”).

1. Position and Responsibilities. The first day of your employment with the Company was November 1, 2007 (the the “Employment Commencement Date”). Commencing on the Amendment and Restatement Effective Date, May 16, 2012, you will serve in the position of Executive Vice President-Chief Operating Officer. You will report to the Chief Executive Officer or President of WebMD Health and will assume and discharge such responsibilities as are commensurate with such position as such person may direct. During your employment with the Company, you will devote your full business time to your duties and responsibilities and will perform them faithfully and diligently in accordance with the terms of this Agreement, subject to permitted absence in accordance with the Company’s vacation policy. In addition, you will comply with and be bound by the operating policies, procedures and practices of the Company including, without limitation, the Code of Conduct, in effect from time to time during your employment. You will report to the Company’s headquarters located in New York, NY. You acknowledge that you will be required to travel in connection with the performance of your duties but you will not be required to relocate outside the New York metropolitan area without your consent.

2. Compensation.

(a) In consideration of your services, effective March 12, 2012, you will be paid a base salary (“Base Salary”) at the annual rate of $425,000, payable in accordance with the Company’s prevailing payroll practices.

(b) Commencing with the year ending December 31, 2012, you will be eligible to receive an annual bonus, the target of which is 60% of Base Salary, so long as you are employed by the Company on the applicable payment date, except as set forth below. The determination as

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to the amount of such bonus shall be made by the WebMD Health Compensation Committee in its sole discretion. Subject to Section 5 below, if your employment is terminated following the end of any fiscal year by the Company without Cause or by you for Good Reason (as defined below), then you will still be entitled to receive any bonus otherwise payable to you for such year, even if you are not employed on the bonus payment date and such bonus will be paid at the time that bonuses are paid to other executives of the Company.

3. Other Benefits. You will continue to be entitled to receive the standard employee benefits made available by the Company to its employees to the full extent of your eligibility. You will be entitled to vacation consistent with the Company’s vacation policy, but in no event less than 4 weeks annually. During your employment, you will be permitted, to the extent eligible, to participate in any group medical, dental, life insurance and disability insurance plans, or similar benefit plan of the Company that is available to employees generally. Participation in any such plan will be consistent with your rate of compensation to the extent that compensation is a determinative factor with respect to coverage under any such plan. The Company will reimburse you for all reasonable expenses actually incurred or paid by you in the performance of your services on behalf of the Company, upon prior authorization and approval in accordance with the Company’s expense reimbursement policy as from time to time in effect. Commencing on the Amendment and Restatement Effective Date, you will receive a monthly car allowance in the amount of $1000.

4. WebMD Health Equity.

(a) 2007 Options. On the Employment Commencement Date, Executive was granted a nonqualified option (the “2007 Options”) to purchase 150,000 shares of common stock of WebMD Health under the WebMD Health Corp. 2005 Long Term Incentive Plan, as amended, (the “Equity Plan”). The per share exercise price was equal to the closing price of the common stock on the Employment Commencement Date. Pursuant to the agreement dated as of February 23, 2012, the 2007 Options have been forfeited.

(b) 2007 Restricted Stock. On the Employment Commencement Date, Executive was granted 25,000 shares of restricted stock of WebMD Health Corp. (the “2007 Restricted Stock”) under the Equity Plan. The shares of 2007 Restricted Stock have fully vested prior to the Amendment and Restatement Effective Date and the restrictions have lapsed thereon. The 2007 Restricted Stock is subject to the terms of a stock plan and a restricted stock agreement entered into between you and the Company, which agreement is in substantially the same form provided by the Company to its employees generally.

(c) 2008 Options. On December 10, 2008, Executive was granted a nonqualified option (the “2008 Options”) to purchase 150,000 shares of common stock of WebMD Health under the Equity Plan. The per share exercise price is equal to the closing price of the Company’s common stock on the date of grant and the 2008 Options vest subject to your continued employment on the applicable vesting dates (except as set forth in the following sentences) in equal annual installments of 25% commencing on March 31, 2010 (full vesting on March 31, 2013). In the event of a termination of your employment by the Company without Cause or by you for Good Reason, the 2008 Options will remain outstanding and continue to vest until the next vesting date and if such termination occurs within 12 months following a

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Change of Control of the Company (as defined in the Equity Plan), the 2008 Options would remain outstanding through the next two vesting dates, subject to your execution of a release of claims in a form approved by the Company and continued compliance with the Trade Secret and Proprietary Information Agreement. The 2008 Options have a term of ten years, subject to earlier expiration in the event of termination of employment in accordance with the Equity Plan. Subject to the terms of this Section, the 2008 Options are evidenced by the Company’s standard form of option agreement.

(d) 2008 Restricted Stock. On December 10, 2008, Executive was granted 12,500 shares of restricted stock of WebMD Health (the “2008 Restricted Stock”) under the Equity Plan. The 2008 Restricted Stock vests and the restrictions thereon lapse in the same manner as the 2008 Options subject to your continued employment on the applicable vesting date. The 2008 Restricted Stock is evidenced by the Company’s standard form of restricted stock agreement.

(e) 2010 Options. On June 28, 2010, Executive was granted a non-qualified option (the “2010 Options”) to purchase 75,000 shares of common stock of WebMD Health under the Equity Plan. The per share exercise price of the Option was equal to the closing price of the common stock on June 28, 2010. Pursuant to the agreement dated as of February 23, 2012, the 2010 Options have been forfeited.

(f) 2010 Restricted Stock. On June 28, 2010, Executive was granted 10,000 shares of restricted stock of WebMD Health (the “2010 Restricted Stock”) under the terms of the Equity Plan. The 2010 Restricted Stock vests and the restrictions thereon lapse, subject to your continued employment on the applicable dates as follows: 25% of the shares of the 2010 Restricted Stock on each of the first, second, third and fourth anniversaries of the date of grant (full vesting occurring on the fourth anniversary of the Date of Grant). The 2010 Restricted Stock is evidenced by and subject to the terms of the Company’s form restricted stock agreement.

(g) 2011 Options. On July 23, 2011, Executive was granted a non-qualified option (the “2011 Options”) to purchase 75,000 shares of common stock of WebMD Health under the Equity Plan. The per share exercise price of the Option was equal to the closing price of the common stock on July 22, 2011.

(h) 2011 Restricted Stock. On July 23, 2011, Executive was granted 12,000 shares of restricted stock of WebMD Health (the “2011 Restricted Stock”) under the terms of the Equity Plan. The 2011 Restricted Stock vests and the restrictions thereon lapse, subject to your continued employment on the applicable dates as follows: 25% of the shares of the 2011 Restricted Stock on each of the first, second, third and fourth anniversaries of the date of grant (full vesting occurring on the fourth anniversary of the Date of Grant). The 2011 Restricted Stock is evidenced by and subject to the terms of the Company’s form restricted stock agreement.

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5. Termination of Employment. (a) 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 on Annex A attached hereto), subject to Section 5(b) below and your continued compliance with the Trade Secret & Proprietary Information Agreement, you will be entitled (i) to continue to receive, as severance, the Base Salary in effect on the date hereof for a period of one year (the “Severance Period”) payable as set forth in Section 5(c) below, (ii) if such termination occurs after the end of a calendar year but before the payment of bonuses for such prior year, you shall be entitled to the bonus that you would have received for such year at the time that bonuses are paid to other executive officers of the Company, but in no event later than December 31 of the year in which your employment terminates and (iii) if you timely elect to continue your health coverage through COBRA, the Company will pay that portion of the COBRA premium that it would pay if you were an active employee with the same type of coverage through the Severance Period or, if earlier, until you are eligible for comparable coverage with a subsequent employer. In the event of the termination of your employment by the Company without Cause or by you for Good Reason, in either case within twelve (12) months following a Change of Control of the Company, any of your option grants to purchase shares of WebMD Health Corp. (whether outstanding on the date hereof or that may be granted in the future), which remain outstanding at the time of such termination, 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. In the event of termination of your employment for any other reason, you will receive compensation earned through the date of termination and your rights with respect to options and restricted stock will be as specified in the applicable option or restricted stock agreements.

(b) In order to receive any of the benefits described in Section 5(a) under this Letter Agreement (the “Severance Benefits”), you must (i) execute and deliver to the Company a release of claims satisfactory to the Company (but which will not require release of any Company payments due to you that are otherwise payable at the date of termination of this Letter Agreement) within the time prescribed therein but in no event later than fifty (50) days of the date of your termination of employment and (ii) not revoke such release pursuant to any revocations rights afforded by law. The Company shall provide to you the form of release no later than three (3) days following your termination of employment. If you do not timely execute and deliver to the Company such release, or if you execute such release but revoke it, no Severance Benefits shall be paid.

(c) The Severance Benefits described in Section 5(a)(i) above shall be paid, minus applicable deductions, including deductions for tax withholding, in equal payments on the regular payroll dates during the one-year period following your termination of employment. Commencement of payments of the Severance Benefits described in Section 5 (a)(i) shall begin on the first payroll date that occurs in the month that begins at least 60 days after the date of your termination of employment, but which may be accelerated by no more than 30 days (the “Starting Date”) provided that you have satisfied the requirements of Section 5(b) of this Letter Agreement. The first payment on the payment Starting Date shall include those payments that would have previously been paid if the payments of the Severance Benefits described in Section 5(a)(i) had begun on the first payroll date following your termination of employment. This timing of the commencement of benefits is subject to Section 6 below.

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(d) For purposes of this Letter Agreement, “termination of employment” shall mean a “separation of service” as defined in Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) and Treasury Regulations Section 1.409A-I(h) without regard to the optional alternative definitions available thereunder.

(e) All Severance Benefits shall be completed by, and no further Severance Benefits shall be payable after, December 31 of the second taxable year following the year in which your termination of employment occurs.

(f) Your entitlement to the payments of the Severance Benefits described in Section 5(a)(i) shall be treated as the entitlement to a series of separate payments for purposes of Section 409A of the Code.

6. Section 409A.

(a) Potential Six-Month Delay. Notwithstanding any other provisions of the Letter Agreement, any payment of the Severance Benefits under this Letter 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 your termination of employment (or, if earlier, your 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, you 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.

(b) Savings Clause. It is intended that any amounts payable under this Letter Agreement shall either be exempt from or comply with Section 409A of the Code (including Treasury regulations and other published guidance related thereto) so as not to subject you to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Letter 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 you. Notwithstanding the foregoing, the Company makes no representation or warranty and shall have no liability to you or to any other person if any of the provisions of this Letter 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.

7. Restrictive Covenants. You hereby agree that the Trade Secret & Proprietary Information Agreement that you previously signed (attached hereto) remains in full force and effect and is hereby ratified in all respects.

8. Conflicting Employment. You agree that, during your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during your employment, nor will you engage in any other activities that conflict with your obligations to the Company. With the prior written approval of the Company, which will not be unreasonably withheld, you may serve on the Board of Directors of other

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companies, and provided that such service does not affect the services to be provided under this Agreement.

9. At-Will Employment. You acknowledge that your employment with the Company is for an unspecified duration that constitutes at-will employment, and that either you or the Company can terminate this relationship at any time, with or without Cause and with or without notice (subject to the consequences set forth in this agreement).

10. General Provisions.

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Please acknowledge and confirm your acceptance of this amendment and restatement of your offer letter by signing and returning one copy of this letter agreement and the Trade Secret & Proprietary Information Agreement to Douglas W. Wamsley, Executive Vice President, General Counsel, WebMD Health Corp., 111 Eighth Avenue, New York, NY 10001.

ACCEPTANCE:

I accept the revised terms of my employment with WebMD Health Corp. as set forth herein. I understand that this letter agreement does not constitute a contract of employment for any specified period of time, and that either party, with or without Cause and with or without notice, may terminate my employment relationship (subject to the consequences set forth above).

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ANNEX A

“Cause” will mean any of the following:

(i) your willful failure to perform your duties following written notice from the Company detailing the specific acts and a thirty (30) day period of time to remedy such failure;

(ii) any willful misconduct, violence or threat of violence that is injurious to the Company in a material respect or any misconduct relating to your business affairs, at any time, which will demonstrably reflect negatively upon the Company or otherwise impair or impede its operations or reputation in any material respect;

(iii) your breach of a material Company policy, which breach is not remedied (if susceptible to remedy) following written notice by the Company detailing the specific breach and a thirty (30) day period of time to remedy such breach;

(iv) any material breach by you of this Agreement or the Trade Secret and Proprietary Information Agreement, which breach is not remedied (if susceptible to remedy) following written notice by the Company or its designee detailing the specific breach and a thirty (30) day period of time to remedy such breach;

(v) your conviction of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude.

“A termination of employment by you for “Good Reason” means your resignation of employment within one year of the occurrence (without your written consent) of any of the following conditions or events: (i) any material reduction in your base salary, (ii) a material reduction in your authority with the Company, (iii) any material breach by the Company of this Letter Agreement; provided, however, that none of the foregoing conditions or events shall constitute Good Reason unless (A) you shall have provided written notice to the Company within ninety (90) days after the occurrence of such condition or event describing the condition or event claimed to constitute Good Reason and (B) the Company shall have failed to remedy the condition or event within thirty (30) days of its receipt of such written notice.

ANNEX B

TRADE SECRET AND PROPRIETARY INFORMATION AGREEMENT

In consideration of WebMD Health Corp. (hereinafter referred to as the “Company”) entering into the Letter Agreement dated October 1, 2007, I hereby agree as follows:

1. Confidentiality.

(a) Trade Secret and Proprietary Information. I understand and acknowledge that, during the course of my employment arrangement with the Company and as a result of my having executed this Trade Secret and Proprietary Information Agreement, I will be granted access to valuable information relating to the Company’s Business (as defined below) that provides the Company with a competitive advantage, which is not generally known by, nor easily learned or determined by, persons outside the Company (collectively “Trade Secret an Proprietary Information”). The term Trade Secret and Proprietary Information will include, but will not be limited to: (a) specifications, manuals, software in various stages of development; (b) customer and prospect lists, and details of agreements and communications with customers and prospects; (c) sales plans and projections, product pricing information, acquisition, expansion, marketing, financial and other business information and existing and future products and business plans of the Company; (d) sales proposals, demonstrations systems, sales material; (e) research and development; (f) computer programs, (g) sources of supply; (h) identity of specialized consultants and contractors and Trade Secret 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) patient information; including without limitation Protected Health Information as defined in 45 C.F.R. 164.501 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 Trade Secret and Proprietary Information, as well as such information that is the subject of meetings and discussions and not recorded. Trade Secret and Proprietary Information will not include such information that I can demonstrate (i) is generally available to the public (other than as a result of a disclosure by me), (ii) was disclosed to me by a third party under no obligation to keep such information confidential or (iii) was known by me prior to, and not as a result of, my employment or anticipated employment with the Company or any of its Affiliates.

(b) Duty of Confidentiality. I agree at all times, both during and after my employment with the Company, to hold all of the Company’s Trade Secret and Proprietary Information in a fiduciary capacity for the benefit of the Company and to safeguard all such Trade Secret and Proprietary Information. I also agree that I will not directly or indirectly disclose or use any such Trade Secret and Proprietary Information to any third person or entity outside the Company, except as may be necessary in the good faith performance of my duties for the Company. I further agree that, in addition to enforcing this restriction, the Company may have other rights and remedies under the common law or applicable statutory laws relating to the

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protection of trade secrets. Notwithstanding anything in this Agreement to the contrary, I understand that I may disclose the Company’s Trade Secret and Proprietary Information to the extent required by applicable laws or governmental regulations or judicial or regulatory process, provided that I give 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) Unfair Competition. I acknowledge 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 Trade Secret and Proprietary Information and Company Property.

(d) Intellectual Property and Inventions. I acknowledge 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, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof relating to the past, present, or future business of the Company that I, alone or jointly with others, may have discovered, conceived, created, made, developed, reduced to practice, or acquired during my employment with the Company (collectively, “Developments”) are works made for hire and will remain the sole and exclusive property of the Company, and I hereby assign to the Company all of my rights, titles, and interest in and to all such Developments, if any. I agree 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 will prepare, to give evidence, and to take any and all other actions 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 me or made available to me concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and will be delivered to the Company immediately upon the termination of my employment with the Company.

(e) Competitive Business. For purposes of this Agreement “Competitive Business” will mean: (i) any enterprise engaged in developing, selling or providing a consumer or physician Internet healthcare portal or interactive online personal health management products; and (ii) any enterprise engaged in any other type of business in which the Company or one of its Affiliates is also engaged, or plans to be engaged, so long as I am directly involved in such business or planned business on behalf of the Company or one of its Affiliates.

2. Non-Solicitation of Employees, Customers. In order to protect the Company’s Trade Secret and Proprietary Information;

(i) during my employment with the Company and for a period of one year after the termination of such employment for any reason (the “Restricted Period”), I will not, without the Company’s express written permission, directly or indirectly solicit, induce, hire, engage, or

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attempt to hire or engage any employee or independent contractor of the Company, or in any other way interfere with the Company’s employment or contractual relations with any of its employees or independent contractors, nor will I solicit, induce, hire, engage or attempt to hire or engage any individual who was an employee of the Company at any time during the one year period immediately prior to the termination of my employment with the Company

(ii) during the Restricted Period, I will not, without the Company’s express written permission, directly or indirectly contact, call upon or solicit, on behalf of a Competitive Business, any existing or prospective client, or customer of the Company who I serviced, or otherwise developed a relationship with, as a result of my employment with the Company, nor will I attempt to divert or take away from the Company the business of any such client or customer.

3. Restrictions on Competitive Employment. In order to protect the Company’s Trade Secret and Proprietary Information, during the Restricted Period, I will not (as principal, agent, employee, consultant, director or otherwise), anywhere in the United States and Canada, directly or indirectly, without the prior written approval of the Company, engage in, or perform any services for, a Competitive Business. Notwithstanding the foregoing, I understand that I may have an interest consisting of publicly traded securities constituting less than 1 percent of any class of publicly traded securities in any public company engaged in a Competitive Business so long as I am not employed by and do not consult with, or become a director of or otherwise engage in any activities for, such company. The Restricted Period will be extended by the length of any period during which I am in breach of the terms of this paragraph.

4. Injunctive Remedies. I acknowledge and agree that the restrictions contained in this Agreement are reasonably necessary to protect the legitimate business interests of the Company, and that any violation of any of the restrictions will result in immediate and irreparable injury to the Company for which monetary damages will not be an adequate remedy. I further acknowledge and agree that if any such restriction is violated, the Company will be entitled to immediate relief enjoining such violation (including, without limitation, temporary and permanent injunctions, a decree for specific performance, and an equitable accounting of earnings, profits, and other benefits arising from such violation) in any court having jurisdiction over such claim, without the necessity of showing any actual damage or posting any bond or furnishing any other security, and that the specific enforcement of the provisions of this Agreement will not diminish my ability to earn a livelihood or create or impose upon me any undue hardship. I also agree that any request for such relief by the Company will be in addition to, and without prejudice to, any claim for monetary damages that the Company may elect to assert.

5. Severability Provision. I acknowledge and agree that the restrictions imposed upon me by the terms, conditions, and provisions of this Agreement are fair, reasonable, and reasonably required for the protection of the Company. In the event that any part of this Agreement is deemed invalid, illegal, or unenforceable, all other terms, conditions, and provisions of this Agreement will nevertheless remain in full force and effect. In the event that the provisions of any of Sections l, 2, or 3 of this Agreement relating to the geographic area of restriction, the length of restriction or the scope of restriction will be deemed to exceed the

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maximum area, length or scope that a court of competent jurisdiction would deem enforceable, said area, length or scope will, for purposes of this Agreement, be deemed to be the maximum area, length of time or scope that such court would deem valid and enforceable, and that such court has the authority under this Agreement to rewrite (or “blue-pencil”) the restriction(s) at-issue to achieve this intent.

6. Non-Waiver. Any waiver by the Company of my breach of any term, condition, or provision of this Agreement will not operate or be construed as a waiver of the Company’s rights upon any subsequent breach.

7. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, I HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF, UNDER, IN CONNECTION WITH, OR IN ANY WAY RELATED TO THIS AGREEMENT. THIS INCLUDES, WITHOUT LIMITATION, ANY LITIGATION CONCERNING ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN), OR ACTION OF THE COMPANY OR ME, OR ANY EXERCISE BY THE COMPANY OR ME OF OUR RESPECTIVE RIGHTS UNDER THIS AGREEMENT OR IN ANY WAY RELATING TO THIS AGREEMENT. I FURTHER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE COMPANY TO ISSUE AND ACCEPT THIS AGREEMENT.

8. Continuation of Employment. This Agreement does not constitute a contract of employment or an implied promise to continue my employment or status with the Company; nor does this agreement affect my rights or the rights of the Company to terminate my employment status at any time with or without cause (subject to the consequences set forth in the Agreement to which this Annex is attached).

9. Governing Law. This Agreement will be construed in accordance with and governed for all purposes by the laws and public policy of the State of New York, without regard to principles of conflict of laws.

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