{"id":39360,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-medical-manager-corp-careinsite-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-medical-manager-corp-careinsite-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-medical-manager-corp-careinsite-inc-and.html","title":{"rendered":"Employment Agreement &#8211; Medical Manager Corp., CareInsite Inc. and Marvin P. Rich"},"content":{"rendered":"<pre>\n                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT\n\n                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the \"Agreement\")\ndated as of June 18, 2000, by and among MEDICAL MANAGER CORPORATION, a Delaware\ncorporation (the \"Company\"), CAREINSITE, INC., a Delaware corporation and a\nmajority-owned subsidiary of the Company (\"CareInsite\"), and MARVIN P. RICH\n(\"Executive\").\n\n                  WHEREAS, Executive is employed by the Company and CareInsite\npursuant to an Employment Agreement dated as of January 4, 2000 (the \"Prior\nAgreement\");\n\n                  WHEREAS, the Company has entered into an Agreement and Plan of\nMerger dated February 13, 2000 with Healtheon\/WebMD Corporation, a Delaware\ncorporation (\"Healtheon\") as amended by Amendment No. 1 thereto, dated as of\nJune 18, 2000 (collectively, the \"Medical Manager Agreement\") pursuant to which\nthe Company will merge with and into Healtheon (the \"Surviving Corporation\"),\nand Avicenna Systems Corporation, a Massachusetts corporation, and CareInsite,\nhave entered into an Agreement and Plan of Merger dated February 13, 2000 with\nHealtheon as amended by Amendment No. 1 thereto, dated as of June 18, 2000\n(together with the Medical Manager Agreement, the \"Amended Merger Agreement\");\nand\n\n                  WHEREAS, in connection with the Amended Merger Agreement, the\nCompany, CareInsite and Executive desire to amend and restate the Prior\nAgreement in its entirety as set forth herein;\n\n                  NOW, THEREFORE, in consideration of the mutual covenants in\nthis Agreement, the parties agree as follows:\n\n                  1.       Effectiveness of Agreement and Employment of\nExecutive.\n\n                  1.1.     Effectiveness of Agreement. This Agreement shall\nbecome effective, and shall supersede the Prior Agreement, as of the date first\nwritten above (the \"Effective Date\").\n\n                  1.2      Employment by the Company and CareInsite. (a) The\nCompany hereby employs Executive as its President and CareInsite hereby employs\nExecutive as its Chief Executive Officer and Executive hereby accepts such\nemployment with each of the Company and CareInsite. Executive shall report to,\nand perform such duties and services for the Company, CareInsite, and their\nrespective subsidiaries and affiliates (such subsidiaries and affiliates,\ncollectively, \"Affiliates\") commensurate with such positions as may be\ndesignated from time to time by, the Chairman of the Board of Directors of the\nCompany (the \"Board\") and of the Board of Directors of CareInsite (the\n\"CareInsite Board\"), as the case may be. During the Employment Period (as\ndefined in Section 3 below), each of the Company and CareInsite shall, subject\nto its fiduciary duties, use its best efforts to include Executive in\nmanagement's nominees for election, and recommend the election of Executive, as\na member of the Board and of the CareInsite Board.\n\n\n&gt;PAGE&gt;   3\n\nIn the event that the employment of Executive with the Company or CareInsite (or\nboth) is terminated for any reason, Executive agrees that he will promptly\nresign from the Board or the CareInsite Board (or both), as the case may be.\n\n                  (b)      Executive shall perform his duties hereunder at the\nCompany's and CareInsite's headquarters at 669 River Drive, Elmwood Park, New\nJersey; provided, however, that Executive shall be required to travel on\nbusiness on a reasonable basis in connection with the performance of his duties\nhereunder. Executive shall use his best and most diligent efforts to promote the\ninterests of the Company, CareInsite and the Affiliates, and shall devote all of\nhis business time and attention to his employment under this Agreement.\n\n                  2.       Compensation and Benefits.\n\n                  2.1.     Salary. The Company shall pay Executive for services\nduring his employment under this Agreement a base salary at the annual rate of\n$250,000 (as it may be increased pursuant to this Section 2.1, the \"Company Base\nSalary\"). In addition, CareInsite shall pay Executive for services during his\nemployment under this Agreement a base salary at the annual rate of $250,000 (as\nit may be increased pursuant to this Section 2.1, the \"CareInsite Base Salary\").\nSuch Company Base Salary or CareInsite Base Salary may be increased (but not\ndecreased) from time to time in the sole discretion of (i) the Board or\nCompensation Committee of the Board in the case of the Company Base Salary or\n(ii) the CareInsite Board or Compensation Committee of the CareInsite Board in\nthe case of the CareInsite Base Salary. The Company Base Salary and CareInsite\nBase Salary shall be payable in equal installments, no less frequently than\nmonthly, pursuant to the Company's or CareInsite's, as the case may be,\ncustomary payroll policies in force at the time of payment, less any required or\nauthorized payroll deductions.\n\n                  2.2.     Benefits. During the Employment Period, Executive\nshall be entitled to participate, on the same basis and at the same level as\nother senior officers of the Company in any group insurance, hospitalization,\nmedical, health and accident, disability, fringe benefit and tax-qualified\nretirement plans or programs of the Company now existing or hereafter\nestablished to the extent that he is eligible under the general provisions\nthereof.\n\n                  2.3.     Expenses. Pursuant to the Company's or CareInsite's\ncustomary policies in force at the time of payment, Executive shall be promptly\nreimbursed, against presentation of vouchers or receipts therefor, for all\nauthorized expenses properly and reasonably incurred by him on behalf of the\nCompany, CareInsite or their Affiliates in the performance of his duties\nhereunder.\n\n                  2.4      Relocation. (a) Upon the presentation of invoices,\nthe Company shall reimburse, on an after tax basis, Executive's reasonable\nout-of-pocket expenses related to the relocation of him and his family from New\nCanaan, Connecticut to New York City. In addition, the Company shall reimburse\nExecutive for his rental payment for his temporary residence until such time as\nhe has purchased a new residence, but in no event for a period of more than six\nmonths.\n\n\n                                       2\n&gt;PAGE&gt;   4\n\n                  (b)      Following the Effective Time (as defined in the\nMedical Manager Agreement), Executive agrees to relocate to an area convenient\nto the corporate headquarters of the Surviving Corporation, provided that he\nshall be reimbursed for such relocation in a manner substantially similar to\nthat set forth in clause (a) of this Section 2.4. In addition, the Company shall\nreimburse, upon the presentation of invoices, Executive for reasonable temporary\nliving arrangements (either a temporary residence or hotel accommodations)\nfollowing the Effective Time for a period of up to 6 months.\n\n                  (c)      For purposes of this Agreement, any relocation by\nExecutive pursuant to this Section 2.4 shall not constitute Good Reason (as\ndefined below).\n\n                  2.5      Vacation. Executive shall be entitled to vacation\ntime consistent with the Company's vacation policies. The date or dates of such\nvacations shall be selected by Executive having reasonable regard to the\nbusiness needs of the Company and CareInsite.\n\n                  2.6      Car Allowance. During the Employment Period, the\nCompany shall provide Executive with a car allowance in accordance with Company\npolicy.\n\n                  2.7      Bonus. With respect to each 12 month period (the\n\"Performance Period\") during the Employment Period (provided that the first such\nPerformance Period shall commence January 4, 2000, and each successive\nPerformance Period shall commence on the following January 1), Executive shall\nbe entitled to receive (i) a bonus (the \"Company Bonus\") of up to $250,000 in\nthe event that the Company has attained certain specified performance goals and\n(ii) a bonus (the \"CareInsite Bonus\") of up to $250,000 in the event that\nCareInsite has attained certain specified performance goals. The performance\ngoals shall be established by the Compensation Committee of the Board or the\nCompensation Committee of the CareInsite Board, as applicable, and shall be\ncommunicated to Executive prior to the commencement of each Performance Period.\nThe determination as to whether the performance goals have been attained shall\nbe made by the Compensation Committee of the Board or the Compensation Committee\nof the CareInsite Board, as the case may be, (i) in its sole and absolute\ndiscretion to the extent the performance goals are not quantifiable and (ii) on\nthe basis of a report prepared by the Chief Financial Officer of the Company or\nCareInsite, as applicable, to the extent the performance goals are quantifiable.\nSuch report shall be presented to the applicable Compensation Committee within\n30 days of the last day of the Performance Period. Payment of the Company Bonus\nand the CareInsite Bonus, if any, shall be made as soon as practicable following\nthe presentation by the Chief Financial Officer, but in no event more than 30\ndays thereafter, provided that, except as set forth in Section 5 below,\nExecutive remains in the employ of the Company or CareInsite on the payment\ndate. In the event that the Company or CareInsite reasonably determines that the\nCompany Bonus or the CareInsite Bonus may be subject to the limitation on\ndeductible compensation set forth in Section 162(m) of the Internal Revenue Code\nof 1986, as amended (the \"Code\"), the Company or CareInsite may defer the\npayment of the Company Bonus or CareInsite Bonus (or portion thereof) until the\nlimitation no longer applies to such payment (or portion thereof).\nNotwithstanding the foregoing, but subject to Executive's remaining in the\nemploy of the Company and CareInsite (except as set forth in Sections 5.2, 5.3\nand 5.5 below), the Company Bonus of $250,000 and the CareInsite Bonus of\n$250,000 for the Performance Period ending on December 31, 2000 shall be paid in\nfull, within 30 days of the last day of such Performance Period without regard\nto the attainment of any applicable performance goals.\n\n\n                                       3\n&gt;PAGE&gt;   5\n\n                  2.8      Loan. The Company and CareInsite has each previously\nmade a full recourse loan (the \"Loan\") to Executive in the principal amount of\n$300,000, for an aggregate amount of $600,000. The Loan is evidenced by two\npromissory notes executed by Executive in favor of each of the Company and\nCareInsite and is secured by any options to purchase shares of the Company's or\nCareInsite's common stock held by Executive. Notwithstanding the foregoing, the\nLoan (and any interest accrued thereon) shall be forgiven in its entirety as of\nthe Effective Time.\n\n                  3.       Employment Period.\n\n                  Executive's employment under this Agreement shall commence as\nof the Effective Date, and shall terminate January 4, 2005, unless terminated\nearlier pursuant to Section 5 (the \"Employment Period\"). Unless written notice\nof either party's desire to terminate the Employment Period has been given to\nthe other party at least 30 days prior to the expiration of the Employment\nPeriod (or any one-month renewal thereof contemplated by this sentence), the\nterm of this Agreement shall be automatically renewed for successive one-month\nperiods.\n\n                  4.       Stock Options.\n\n                  4.1      Executive has been granted (i) an option (the\n\"Company Class A Stock Option\") to purchase 250,000 shares of the Company's\ncommon stock pursuant to the Company's Amended and Restated 1989 Class A Stock\nOption Plan (the \"Class A Plan\") and the terms of a stock option agreement\nentered into between the Company and Executive (the \"Company Class A Stock\nOption Agreement\") and (ii) an option (the \"Company Class B Stock Option\" and\ncollectively with the Company Class A Stock Option, the \"Company Stock Options\")\nto purchase 200,000 shares of the Company's common stock pursuant to the\nCompany's Amended and Restated 1989 Class B Stock Option Plan (the \"Class B\nPlan\") and the terms of a stock option agreement entered into between the\nCompany and Executive (the \"Company Class B Stock Option Agreement\" and together\nwith the Company Class A Stock Option Agreement, the \"Company Stock Option\nAgreements\"). Subject to Executive's remaining in the employ of the Company or\nCareInsite (except as set forth in Sections 5.2, 5.3 and 5.5 below), the Company\nStock Options shall be exercisable in accordance with the following schedule:\n\n&gt;TABLE&gt;\n&gt;CAPTION&gt;\n                 Anniversary of                    % of Stock\n                  Date of Grant               Options Exercisable\n                 --------------               -------------------\n\n                 &gt;S&gt;                          &gt;C&gt;\n                       1st                             20%\n                       2nd                             40%\n                       3rd                             60%\n                       4th                             80%\n                       5th                            100%\n&gt;\/TABLE&gt;\n\nExecutive will be eligible to receive future grants of options to purchase\nshares of the Company's common stock at the discretion of the Stock Option\nCommittee of the Board.\n\n\n                                       4\n&gt;PAGE&gt;   6\n\n                  4.2      Executive has also been granted an option (the\n\"CareInsite Stock Option\", collectively with the Company Stock Options, the\n\"Stock Options\") to purchase 450,000 shares of the common stock of CareInsite\npursuant to the terms of CareInsite's 1999 Officer Stock Option Plan (the\n\"CareInsite Plan\") and a stock option agreement entered into between CareInsite\nand Executive (the \"CareInsite Stock Option Agreement\" and, together with the\nCompany Stock Option Agreements, the \"Stock Option Agreements\"). Subject to\nExecutive's remaining in the employ of CareInsite or the Company (except as set\nforth in Sections 5.2, 5.3 and 5.5 below), the CareInsite Stock Option shall be\nexercisable in accordance with the following schedule:\n\n&gt;TABLE&gt;\n&gt;CAPTION&gt;\n                  Anniversary of                    % of\n                  Date of Grant           Stock Option Exercisable\n                  -------------           ------------------------\n\n                  &gt;S&gt;                     &gt;C&gt;\n                       1st                           20%\n                       2nd                           40%\n                       3rd                           60%\n                       4th                           80%\n                       5th                          100%\n&gt;\/TABLE&gt;\n\n; provided, however, that, subject to Section 5.2, 5.3 and 5.5 below, no portion\nof the CareInsite Stock Option shall become vested and exercisable prior to\nDecember 15, 2001 (on such date, the portion of the CareInsite Stock Option\nshall become vested and exercisable to the extent that such portion would have\nbecome exercisable by virtue of the above vesting schedule). Executive will be\neligible to receive future grants of options to purchase shares of CareInsite's\ncommon stock at the discretion of the Compensation Committee of the CareInsite\nBoard.\n\n                  4.3      New Stock Option Grants. Executive has been granted\n(i) an option (the \"New Company Stock Option\") to purchase 450,000 shares of the\nCompany's common stock at an exercise price equal to the fair market value of\nthe Company's common stock (as determined by the Stock Option Committee of the\nBoard) on the date of grant and (ii) an option (the \"New CareInsite Stock\nOption\" and collectively with the New Company Stock Option, the \"New Stock\nOptions\") to purchase 450,000 shares of CareInsite's common stock at an exercise\nprice equal to the fair market value of CareInsite's common stock (as determined\nby the Stock Option Committee of the CareInsite Board) on the date of grant. The\nNew Company Stock Option shall be evidenced by one or more stock option\nagreements (the \"New Company Stock Option Agreement\") containing the terms\ndescribed in this Agreement and such additional terms and conditions that are\nnot any less favorable than those applicable to other executive officers of the\nCompany. The New CareInsite Stock Option shall be evidenced by a stock option\nagreement (the \"New CareInsite Stock Option Agreement\" and collectively with the\nNew Company Stock Option Agreement, the \"New Stock Option Agreements\")\ncontaining the terms described in this Agreement and such additional terms and\nconditions that are not any less favorable than those applicable to other\nexecutive officers of CareInsite. Subject to Executive's remaining in the employ\nof the Company or CareInsite (except as set forth in Sections 5.2, 5.3 and 5.5\nbelow), the New Stock Options shall be exercisable in accordance with the\nfollowing schedule:\n\n\n                                       5\n&gt;PAGE&gt;   7\n\n&gt;TABLE&gt;\n&gt;CAPTION&gt;\n                  Anniversary of               % of\n                  Date of Grant    New Stock Options Exercisable\n                  --------------   -----------------------------\n                  &gt;S&gt;              &gt;C&gt;\n\n                       1st                       25%\n                       2nd                       50%\n                       3rd                       75%\n                       4th                      100%\n&gt;\/TABLE&gt;\n\n; provided, however, that effective as of the Effective Time, the New Stock\nOptions shall instead be exercisable in accordance with the following schedule:\n\n&gt;TABLE&gt;\n                  Anniversary of               % of\n                  Date of Grant    New Stock Options Exercisable\n                  --------------   -----------------------------\n\n                  &gt;S&gt;              &gt;C&gt;\n                        1st                      50%\n                        2nd                      75%\n                        3rd                     100%\n&gt;\/TABLE&gt;\n\n                  4.4      Special Stock Option. Effective immediately prior to\nthe Effective Time, Executive shall be granted an option (the \"Special Stock\nOption\" and together with the New Company Stock Option, the \"New Company\nOptions\", and together with the New Stock Options, the \"New Options\") to\npurchase 300,000 shares of the Company's common stock at an exercise price of\n$15 per share. The Special Stock Option shall be evidenced by a stock option\nagreement (the \"Special Stock Option Agreement\") containing the terms described\nin this Agreement and such additional terms and conditions that are not any less\nfavorable than those applicable to other executive officers of the Company.\nSubject to Executive's remaining in the employ of the Company (except as set\nforth in Sections 5.2, 5.3 and 5.5 below), the Special Stock Option shall be\nexercisable in accordance with the following schedule:\n\n&gt;TABLE&gt;\n&gt;CAPTION&gt;\n                  Anniversary of                 % of\n                  Effective Time       Stock Option Exercisable\n                  --------------       ------------------------\n\n                  &gt;S&gt;                  &gt;C&gt;\n                        1st                       50%\n                        2nd                       75%\n                        3rd                      100%\n&gt;\/TABLE&gt;\n\nprovided, however, that in the event that the Effective Time does not occur,\nthis Section 4.4, and any rights of Executive to receive the Special Stock\nOption, shall be null and void.\n\n                  4.5      Future Equity Grants. In the event that either the\nCompany or CareInsite effects a public offering of the securities of a\nsubsidiary thereof, Executive shall receive equity in such subsidiary on a basis\nwhich is substantially similar to the equity participation of other senior\nexecutive officers of the Company or CareInsite, as applicable (other than the\nChairman of the Board or of the CareInsite Board), as applicable.\n\n\n                                       6\n&gt;PAGE&gt;   8\n\n                  5.       Termination.\n\n                  5.1      Termination by the Company for Cause. (a) The\nEmployment Period may be terminated at any time by the Company or CareInsite for\nCause (as defined below). Upon such a termination, the Company and CareInsite\nshall have no obligation to Executive other than (i) the payment of Executive's\nearned and unpaid Company Base Salary and CareInsite Base Salary to the\neffective date of such termination and (ii) Executive shall not be entitled to\nany additional rights or vesting with respect to the Stock Options or the New\nOptions following the effective date of such termination.\n\n                  (b)      For purposes of this Agreement, the term \"Cause\"\nshall mean any of the following:\n\n                           1.       A willful failure of Executive to perform\n         his duties hereunder in any material respect which failure is not cured\n         by Executive within 30 days following written notice from the Company\n         or CareInsite detailing such failure;\n\n                           2.       Any willful misconduct by Executive\n         relating, directly or indirectly, to the Company, CareInsite or any of\n         their Affiliates, which misconduct, if susceptible to cure, is not\n         cured by Executive within 30 days following written notice from the\n         Company or CareInsite detailing such misconduct;\n\n                           3.       Any material breach by Executive of this\n         Agreement, including, without limitation, Section 6 hereof, which\n         breach, if susceptible to cure, is not cured by Executive within 30\n         days following written notice from the Company or CareInsite detailing\n         such breach; or\n\n                           4.       Executive's commission of a common law fraud\n         against the Company, CareInsite or any of their Affiliates or\n         conviction of a felony.\n\n                  5.2      Death and Disability.\n\n                  (a)      The Employment Period may be deemed terminated by the\nCompany and CareInsite upon the death of Executive or Executive becoming\nDisabled (as defined below), and the Company and CareInsite shall have the\nfollowing obligations to Executive or Executive's estate (but no other\nobligation to Executive or Executive's estate pursuant to this Agreement):\n\n                  (i)       a continuation of the Company Base Salary and\n                            CareInsite Base Salary for a period (the \"Applicable\n                            Period\") commencing on the date of termination and\n                            ending on the fourth anniversary of the date of\n                            termination, payable in accordance with the fourth\n                            sentence of Section 2.1,\n\n                  (ii)     a continuation of the benefits to which Executive is\n                           entitled pursuant to the Welfare Plans (as defined in\n                           Section 5.3(a)(ii) below) for the Applicable Period,\n\n\n                                       7\n&gt;PAGE&gt;   9\n                  (iii)    the Company Bonus and CareInsite Bonus that would\n                           have been payable to Executive pursuant to Section\n                           2.7 for each year (or portion thereof) during the\n                           Applicable Period, payable at the time that such\n                           bonuses are required to be paid pursuant to Section\n                           2.7, such Company Bonus and CareInsite Bonus to be\n                           equal (subject to the last sentence of Section 2.7,\n                           if applicable) to the highest Company Bonus and\n                           CareInsite Bonus paid to Executive for any of the\n                           prior three years or, if shorter, during the\n                           Employment Period, and\n\n                  (iv)     the Stock Options and the New Options shall remain\n                           outstanding and continue to vest, and shall otherwise\n                           be treated for purposes of the terms and conditions\n                           thereof, as if Executive remained in the employ of\n                           the Company or CareInsite during the Applicable\n                           Period;\n\nprovided, however, that the continuation of such salary, welfare benefits and\nthe continuation of vesting and exercisability of the Stock Options and the New\nOptions shall cease on the occurrence of a material breach of the covenants\ncontained in Section 6 below; and provided further, however, that Executive's\neligibility to continue to participate in the Welfare Plans shall cease at such\ntime as Executive is offered comparable coverage with a subsequent employer. Any\npayments that may be required to be made by the Company or CareInsite pursuant\nto this Section 5.2 shall first be applied to the repayment of the principal\namount of and interest on the Loan (if any).\n\n                  (b)      For purposes of this Agreement, Executive shall be\n\"Disabled\" if (i) Executive becomes incapacitated by bodily injury or disease\n(including as a result of mental illness) so as to be unable to regularly\nperform the duties of his position for a period in excess of 180 days in any\nconsecutive twelve-month period, (ii) a qualified independent physician mutually\nacceptable to the Company, CareInsite and Executive determines that Executive is\nmentally or physically disabled so as to be unable to regularly perform the\nduties of his position and such condition is expected to be of a permanent\nduration or (iii) he is deemed \"disabled\" for purposes of the long term\ndisability insurance policy maintained by the Company for Executive.\n\n                  5.3      Termination by the Company or CareInsite Without\nCause.\n\n                  (a)      The Employment Period may be terminated at any time\nby the Company or CareInsite without Cause. If the Company or CareInsite (or\nboth) terminates the Employment Period without Cause, the Company or CareInsite,\nas the case may be, shall have the following obligations to Executive (but\nexcluding any other obligation to Executive pursuant to this Agreement):\n\n                  (i)      a continuation of the Company Base Salary or\n                           CareInsite Base Salary, as the case may be, for a\n                           period (the \"Severance Period\") commencing on the\n                           date of termination and ending on the third\n                           anniversary of the date of termination, payable in\n                           accordance with the fourth sentence of Section 2.1,\n\n                  (ii)     Executive shall be eligible to continue to\n                           participate during the Severance Period on the same\n                           terms and conditions that would have applied had he\n\n\n                                       8\n&gt;PAGE&gt;   10\n\n                           remained in the employ of the Company or CareInsite\n                           during the Severance Period in all health, medical,\n                           dental and other welfare plans provided to Executive\n                           pursuant to Section 2.2 at the time of such\n                           termination and which are provided by the Company or\n                           CareInsite to its employees following the date of\n                           termination (\"Welfare Plans\"),\n\n\n                  (iii)    the Company Bonus and CareInsite Bonus that would\n                           have been payable to Executive pursuant to Section\n                           2.7 for each year (or portion thereof) during the\n                           Severance Period, payable at the time that such\n                           bonuses are required to be paid pursuant to Section\n                           2.7, such Company Bonus and CareInsite Bonus to be\n                           equal (subject to the last sentence of Section 2.7,\n                           if applicable) to the highest Company Bonus and\n                           CareInsite Bonus paid to Executive for any of the\n                           prior three years or, if shorter, during the\n                           Employment Period, and\n\n                  (iv)     (x) the Company Stock Options and the New Company\n                           Options or (y) the CareInsite Stock Option and the\n                           New CareInsite Stock Option, as the case may be,\n                           shall become fully vested and exercisable as of the\n                           date of termination and remain exercisable until the\n                           first anniversary of the date of termination;\n                           provided, however, that the continuation of such\n                           salary and welfare benefits and the exercisability of\n                           such options shall cease on the occurrence of any\n                           material breach of the covenants contained in Section\n                           6 below; provided further, however, that Executive's\n                           eligibility to participate in the Welfare Plans shall\n                           cease at such time as Executive is offered comparable\n                           coverage with a subsequent employer. If Executive is\n                           precluded from participating in any Welfare Plan by\n                           its terms or applicable law, the Company or\n                           CareInsite shall provide Executive with benefits that\n                           are reasonably equivalent in the aggregate to those\n                           which Executive would have received under such plan\n                           had he been eligible to participate therein. Anything\n                           to the contrary herein notwithstanding in Section 5.2\n                           or this Section 5.3, the Company shall have no\n                           obligation to continue to maintain any Welfare Plan\n                           solely as a result of the provisions of this\n                           Agreement. Any payments that may be required to be\n                           made by the Company or CareInsite pursuant to this\n                           Section 5.3 shall first be applied to the repayment\n                           of the principal amount of and interest on the Loan\n                           (if any).\n\n                  (b)      Notwithstanding anything to the contrary in this\nAgreement, in the event that the Company determines that it is in the best\ninterest of the Company and its stockholders to terminate Executive's employment\nwith the Company due to a corporate transaction or the potential for a conflict\nof interest with CareInsite, such a termination shall not constitute a\ntermination without Cause so long as CareInsite assumes the Company's\nobligations to pay the Company Base Salary and Company Bonus and to provide the\nother benefits contemplated in Section 2 in accordance with its plans and\npolicies.\n\n                  5.4      Liquidated Damages. Executive acknowledges that the\npayment of all amounts and benefits due to him under Section 5.3 or Section 5.5\nresulting from a termination of\n\n\n                                       9\n&gt;PAGE&gt;   11\n\nthe Employment Period by the Company or CareInsite without Cause or by Executive\nfor Good Reason (as defined below) are in lieu of any and all claims that\nExecutive may have against the Company, CareInsite or any of their Affiliates\n(other than benefits under the Company's or CareInsite's employee benefit plans\nthat by their terms survive termination of employment, benefits under the\nConsolidated Omnibus Budget Reconciliation Act of 1985, as amended, and rights\nto indemnification under certain indemnification arrangements for officers of\nthe Company), and represent liquidated damages (and not a penalty). The Company\nmay request that Executive confirm such acknowledgment in writing prior to the\nreceipt of such benefits.\n\n                  5.5      Termination by Executive for Good Reason.\n\n                  (a)      Executive may terminate his employment with the\nCompany or CareInsite (and the Employment Period with respect to the Company or\nCareInsite will be terminated) for Good Reason. If Executive terminates his\nemployment with the Company or CareInsite for Good Reason, Executive shall be\nentitled to the same salary and welfare benefit continuation, bonus, and the\nacceleration of vesting and continued exercisability of the Stock Options and\nthe New Options that he would have been entitled to receive under Section 5.3 if\nthe Employment Period were terminated by the Company or CareInsite without\nCause.\n\n                  (b)      For purposes of this Agreement, the term \"Good\nReason\" shall mean any of the following conditions or events which condition(s)\nor event(s) remain in effect 30 days after written notice is provided by\nExecutive to the Company or CareInsite, as the case may be, detailing such\ncondition or event:\n\n                  1.       a material reduction in Executive's title or\n         responsibilities with CareInsite or the Company, or if he is required\n         to report to any person other than Martin J. Wygod (other than as a\n         result of the health of Mr. Wygod or his death) provided that Executive\n         shall not have Good Reason if the Company determines that as a result\n         of a corporate transaction or potential conflicts of interest with\n         CareInsite, it is not in the best interests of the Company and its\n         stockholders that Executive continue to serve as the President of the\n         Company or having the responsibilities associated with such position so\n         long as CareInsite assumes the Company's obligations to pay the Company\n         Base Salary and Company Bonus and to provide the other benefits\n         contemplated in Section 2 in accordance with its plans and policies;\n\n                  2.       any reduction in the Company Base Salary or\n         CareInsite Base Salary or material fringe benefits provided by the\n         Company;\n\n                  3.       any material breach by the Company or CareInsite of\n         this Agreement (which shall not include the circumstance described in\n         the proviso in clause 1 above);\n\n                  4.       a reduction in Executive's authority following the\n         Effective Time in certain targeted areas agreed to in writing by the\n         Company, CareInsite and the Executive;\n\n                  5.       the occurrence of a Change in Control (as defined\n         below); or\n\n                  6.       the failure of the Surviving Corporation to assume\n         the obligations of the Company hereunder and agree to be bound by the\n         terms hereof;\n\n\n                                       10\n&gt;PAGE&gt;   12\n\nprovided, however, that Executive ceasing to be the Chief Executive Officer of\nCareInsite in connection with or following any appointment of Executive as\nPresident of the Surviving Corporation and Executive's reporting to the Co-Chief\nExecutive Officers of the Surviving Corporation, one of whom is Martin J. Wygod,\nshall not constitute Good Reason. Notwithstanding the foregoing, following the\nEffective Time, in the event that one of the foregoing conditions or events\noccurs (and is not cured during the applicable cure period) during the first\nyear following the Effective Time (a \"Good Reason Event\"), Executive agrees that\nhe will remain employed by the Surviving Corporation and\/or CareInsite for the\nremainder of such one year period and that he may not terminate his employment\nfor any reason until the expiration of such one year period, except that at the\ntime of such Good Reason Event, but subject to the following sentence, the Stock\nOptions and New Options shall immediately become fully vested and exercisable\nand, if the Executive terminates for Good Reason following the expiration of\nsuch one-year period, he shall be entitled to receive the other benefits\ndescribed in Section 5.3. In the event that Executive resigns or is terminated\nby the Surviving Corporation or CareInsite for Cause prior to the expiration of\nsuch one-year period, (i) such resignation will not be treated as a termination\nfor Good Reason and (ii) Executive shall forfeit the Stock Options and New\nOptions and shall be required to disgorge to the Surviving Corporation any gains\nrealized on the exercise of such Stock Options or New Options (except to the\nextent that such Stock Options or New Options were already vested prior to the\nacceleration referred to in the preceding sentence).\n\n                  5.6      Change in Control. (a) For purposes of this\nAgreement, the Stock Option Agreements, the New Stock Option Agreements and the\nSpecial Stock Option Agreement, a \"Change in Control\" of the Company or\nCareInsite, as the case may be, shall be deemed to have occurred, in the case of\nany transaction that occurs prior to the Effective Time, if:\n\n                  1.       Both (i) any person, entity or group shall have\n         acquired, in one or more transactions, the beneficial ownership of at\n         least 50 percent of the voting power of the outstanding voting\n         securities of the Company, excluding Martin J. Wygod and his\n         affiliates, and (ii) following such acquisition of 50 percent voting\n         power, Martin J. Wygod shall no longer be the Chairman of the Board of\n         the Company or CareInsite or a senior executive officer of the\n         acquiring company of 50 percent voting power, in each case with duties\n         and responsibilities greater than or substantially equivalent to those\n         prior to such acquisition of 50 percent voting power; or\n\n                  2.       Only in the event that CareInsite has assumed all of\n         the obligations under this Agreement, both (i) any person, entity or\n         group shall have acquired, in one or more transactions, the beneficial\n         ownership of at least 50 percent of the voting power of the outstanding\n         voting securities of CareInsite, excluding Martin J. Wygod and his\n         affiliates, and (ii) following such acquisition of 50 percent voting\n         power, Martin J. Wygod shall no longer be the Chairman of the Board of\n         CareInsite or a senior executive officer of the acquiring company of 50\n         percent voting power, in each case with duties and responsibilities\n         greater than or substantially equivalent to those prior to such\n         acquisition of 50 percent voting power; or\n\n\n                                       11\n&gt;PAGE&gt;   13\n\n                  3.       The sale of all or substantially all of the assets\n         of the Company or, if CareInsite assumes all of the obligations under\n         this Agreement, the sale of all or substantially all of the assets of\n         CareInsite (including, without limitation, by way of merger,\n         consolidation, lease or transfer) to a person, entity or group other\n         than Martin J. Wygod or his affiliates in a transaction (except for a\n         sale-leaseback transaction) (x) where the Company, CareInsite or the\n         holders of the common stock of the Company or CareInsite, as the case\n         may be, do not receive (i) voting securities representing a majority of\n         the voting power entitled to vote on a regular basis for the board of\n         directors of the acquiring entity or of an affiliate which controls the\n         acquiring entity, or (ii) securities representing a majority of the\n         equity interest in the acquiring entity or of an affiliate that\n         controls the acquiring entity, if other than a corporation and (y),\n         following such sale of assets, Martin J. Wygod shall no longer be the\n         Chairman of the Board of the Company or CareInsite or a senior\n         executive officer of the acquiring entity, in each case with duties and\n         responsibilities greater than or substantially equivalent to those\n         prior to such sale of assets; or\n\n                  4.       A complete liquidation or dissolution of the Company\n         or, if CareInsite assumes all of the obligations under this Agreement,\n         CareInsite shall have occurred.\n\n                  (b)      In the case of any transaction that occurs after the\n         Effective Time, the definition of \"Change in Control\" set forth in this\n         Section shall be as set forth below:\n\n                           1.       Any person, entity or group shall have\n                  acquired, in one or more transactions, the beneficial\n                  ownership of at least 50 percent of the voting power of the\n                  outstanding voting securities of the Surviving Corporation; or\n\n                           2.       Only in the event that CareInsite has\n                  assumed all of the obligations under this Agreement, any\n                  person, entity or group shall have acquired, in one or more\n                  transactions, the beneficial ownership of at least 50 percent\n                  of the voting power of the outstanding voting securities of\n                  CareInsite; or\n\n                           3.       The sale of all or substantially all of the\n                  assets of the Surviving Corporation or, if CareInsite assumes\n                  all of the obligations under this Agreement, the sale of all\n                  or substantially all of the assets of CareInsite (including,\n                  without limitation, by way of merger, consolidation, lease or\n                  transfer) to a person, entity or group in a transaction\n                  (except for a sale-leaseback transaction) where the Surviving\n                  Corporation, CareInsite or the holders of the common stock of\n                  the Surviving Corporation or CareInsite, as the case may be,\n                  do not receive (i) voting securities representing a majority\n                  of the voting power entitled to vote on a regular basis for\n                  the board of directors of the acquiring entity or of an\n                  affiliate which controls the acquiring entity, or (ii)\n                  securities representing a majority of the equity interest in\n                  the acquiring entity or of an affiliate that controls the\n                  acquiring entity, if other than a corporation; or\n\n                           4.       A complete liquidation or dissolution of the\n                  Surviving Corporation or, if CareInsite assumes all of the\n                  obligations under this Agreement, CareInsite shall have\n                  occurred.\n\n\n                                       12\n&gt;PAGE&gt;   14\n\n                  (c)      The parties acknowledge and agree that the\n         transactions contemplated by the Amended Merger Agreement shall not \n         constitute a \"Change in Control.\"\n\n                  5.7      Inconsistent Plan Provisions. In the event of a\n         Change in Control of the Company, the Surviving Corporation or\n         CareInsite, notwithstanding anything to the contrary contained in the\n         Class A Plan , the Class B Plan or the CareInsite Plan, the Stock\n         Options and the New Stock Options shall be treated in the manner\n         described in Section 5.5, if applicable.\n\n                  6.       Covenants of Executive\n\n                  6.1      Confidentiality.\n\n                  (a)      Executive understands and acknowledges that in the\ncourse of his employment, he will have access to and will learn information that\nis proprietary to, or confidential to the Company, CareInsite and their\nAffiliates that concerns the operation, methodology and plans of the Company,\nCareInsite and their Affiliates, including, without limitation, business\nstrategy and plans, financial information, protocols, proposals, manuals,\nclinical procedures and guidelines, technical data, computer source codes,\nprograms, software, know-how and specifications, copyrights, trade secrets,\nmarket information, Developments (as defined in Section 6.4 below), information\nregarding acquisition and other strategic partner candidates, and customer\ninformation (collectively, \"Proprietary Information\"). Executive agrees that,\n(i) at all times (including following termination of his employment with the\nCompany or CareInsite) with respect to Proprietary Information that is not\nfinancial information of the Company or CareInsite and (ii) during his\nemployment with the Company or CareInsite and for three years thereafter, with\nrespect to financial information of the Company and CareInsite, he will keep\nconfidential and will not disclose directly or indirectly any such Proprietary\nInformation to any third party, except as required to fulfill his duties\nhereunder, and will not misuse, misappropriate or exploit such Proprietary\nInformation in any way. The restrictions contained herein shall not apply to any\ninformation which Executive can demonstrate (i) was already available to the\npublic at the time of disclosure, or subsequently becomes available to the\npublic, otherwise than by breach of this Agreement by Executive, (ii) was the\nsubject of a court order for Executive to disclose or (iii) was known by\nExecutive prior to January 4, 2000. Upon any termination of Executive's\nemployment, Executive shall immediately return to the Company or CareInsite, as\napplicable, all copies of any Proprietary Information in his possession.\n\n                  (b)      Executive agrees that at no time during his\nemployment by the Company, CareInsite or thereafter, shall he make, or cause or\nassist any other person to make, any statement or other communication to any\nthird party which falsely impugns or falsely attacks, or is otherwise critical\nof, the reputation, business or character of the Company, CareInsite or their\nAffiliates or any of their respective officers or employees.\n\n                  6.2.     Restrictions on Solicitation. During the period\nbeginning on January 4, 2000 and ending on the second anniversary of the date of\ncessation of the employment of Executive for any reason whatsoever (the\n\"Restricted Period\"), Executive shall not, directly or\n\n\n                                       13\n&gt;PAGE&gt;   15\n\nindirectly, without the prior written approval of the Company, solicit or\ncontact any customer, or any prospective customer, of the Company, CareInsite or\nany of their Affiliates for any commercial pursuit which is in competition with\nthe Company, CareInsite or any of their Affiliates, or that is contemplated by\nthe Business Plan (as defined below) at the time of termination or take away or\ninterfere or attempt to interfere with any custom, trade, business or patronage\nof the Company, CareInsite or any of their Affiliates. During the Restricted\nPeriod, Executive shall not, directly or indirectly, without the prior written\napproval of the Company, solicit or induce, or attempt to induce, any employees,\nagents or consultants of or to the Company, CareInsite or any of their\nAffiliates to leave the employ of the Company, CareInsite or such Affiliate or\ndo anything from which Executive is restricted by reason of this Agreement nor\nshall Executive, directly or indirectly, offer or aid others to offer employment\nto or interfere or attempt to interfere with any employees, agents or\nconsultants of the Company, CareInsite or any of their Affiliates. For purposes\nof this Agreement, \"Business Plan\" shall mean, at any point in time, the then\ncurrent business plan of the Company, CareInsite or any of their Affiliates and\nany business plans of the Company, CareInsite or any of their Affiliates in\neffect during the prior 18 months.\n\n                  6.3.     Restrictions on Competitive Employment.\n\n                  (a)      During the Restricted Period, Executive shall not,\nanywhere in the United States, directly or indirectly, without the prior written\napproval of the Company, own an interest in or, as principal, agent, employee,\nconsultant or otherwise, engage in activities for or render services to, any\nfirm or business (i) engaged in competition with the Company, CareInsite or any\nof their Affiliates, (ii) conducting a business of the type and character\nengaged in by (or contemplated by the Business Plan of) the Company, CareInsite\nor any of their Affiliates at the time of termination, or (iii) developing\nproducts or services competitive with those of the Company, CareInsite or any of\ntheir Affiliates (all of the businesses in clauses (i), (ii) and (iii)\ncollectively, \"Competitive Business\"). Notwithstanding the foregoing, Executive\nmay have an interest consisting of publicly traded securities constituting less\nthan 1 percent of any class of publicly traded securities in any public company\nengaged in a Competitive Business so long as he is not employed by and does not\nconsult with, or become a director of or otherwise engage in any activities for,\nsuch company.\n\n                  (b)      For purposes of the covenant not to compete set\nforth in paragraph (a) above, Executive acknowledges that the Company,\nCareInsite and their Affiliates presently conduct their businesses throughout\nthe United States. Executive agrees that the Restricted Period and the\ngeographical areas encompassed by such covenant are necessary and reasonable in\norder to protect the Company, CareInsite and their Affiliates in the conduct of\ntheir businesses. The parties intend that the foregoing covenant of Executive\nshall be construed as a series of separate covenants, one for each geographic\narea specified. Except for geographic coverage, each such separate covenant\nshall be deemed identical in terms to the covenant set forth in paragraph (a)\nabove. To the extent that the foregoing covenant or any provision of this\nSection 1.5 shall be deemed illegal or unenforceable by a court or other\ntribunal of competent jurisdiction with respect to (i) any geographic area, (ii)\nany part of the time period covered by such covenant, (iii) any activity or\ncapacity covered by such covenant or (iv) any other term or provision of such\ncovenant, such determination shall not affect such covenant with respect to any\n\n\n                                       14\n&gt;PAGE&gt;   16\n\nother geographic area, time period, activity or other term or provision covered\nby or included in such covenant.\n\n                  6.4.     Assignment of Developments. All Developments that\nare at any time made, conceived or suggested by Executive, whether acting alone\nor in conjunction with others, arising out of or as a result of Executive's\nemployment with the Company or CareInsite shall be the sole and absolute\nproperty of the Company, CareInsite and the Affiliates, free of any reserved or\nother rights of any kind on Executive's part. During Executive's employment and,\nif such Developments were made, conceived or suggested by Executive during or as\na result of Executive's employment under this Agreement or any other employment\nwith the Company, CareInsite or the Affiliates, thereafter, Executive shall\npromptly make full disclosure of any such Developments to the Company or\nCareInsite, as applicable, and, at the Company's or CareInsite's cost and\nexpense, do all acts and things (including, among others, the execution and\ndelivery under oath of patent and copyright applications and instruments of\nassignment) deemed by the Company or CareInsite to be necessary or desirable at\nany time in order to effect the full assignment to the Company, CareInsite and\nthe Affiliates of Executive's right and title, if any, to such Developments. For\npurposes of this Agreement, the term \"Developments\" shall mean all data,\ndiscoveries, findings, reports, designs, inventions, improvements, methods,\npractices, techniques, developments, programs, concepts, and ideas, whether or\nnot patentable, relating to the present or planned activities, or future\nactivities, or the products and services of the Company, CareInsite or any of\nthe Affiliates.\n\n                  6.5.     Remedies. Executive acknowledges and agrees that\ndamages for a breach or threatened breach of any of the covenants set forth in\nthis Section 6 will be difficult to determine and will not afford a full and\nadequate remedy, and therefore agrees that the Company or CareInsite, in\naddition to seeking actual damages in connection therewith and the termination\nof the Company's or CareInsite's obligations in Sections 5.3 or 5.5, may seek\nspecific enforcement of any such covenant in any court of competent\njurisdiction, including, without limitation, by the issuance of a temporary or\npermanent injunction.\n\n                  7.       Notices.\n\n                  Any notice or communication given by either party hereto to\nthe other shall be in writing and personally delivered or mailed by registered\nor certified mail, return receipt requested, postage prepaid, to the following\naddresses:\n\n                           (a)      if to the Company:\n\n                           Medical Manager Corporation\n                           River Drive Center 2\n                           669 River Drive\n                           Elmwood Park, New Jersey  07407-1361\n                           Telecopier No.:  (201) 703-3401\n                           Attention: General Counsel\n\n                           with a copy to CareInsite at the address in\n                           subparagraph (b) below.\n\n                           (b)      if to CareInsite:\n\n\n                                       15\n&gt;PAGE&gt;   17\n\n                           CareInsite, Inc.\n                           River Drive Center 2\n                           669 River Drive\n                           Elmwood Park, New Jersey  07407-1361\n                           Telecopier No.:  (201) 703-3401\n                           Attention: General Counsel\n\n                           with a copy to the Company at the address in\n                           subparagraph (a) above.\n\n                  (c)      if to Executive at the address set forth on the\nsignature page of this Agreement.\n\n                  Any notice shall be deemed given when actually delivered to\nsuch address, or three days after such notice has been mailed or sent by Federal\nExpress, whichever comes earliest. Any person entitled to receive notice may\ndesignate in writing, by notice to the other, such other address to which\nnotices to such person shall thereafter be sent.\n\n                  8.       Certain Additional Payments By The Company\n\n                  8.1      Gross-Up Payment. Anything in this Agreement to the\ncontrary or any termination of this Agreement notwithstanding, in the event it\nshall be determined that any payment or distribution or benefit received or to\nbe received by Executive pursuant to the terms of this Agreement or any other\npayment or distribution or benefit made or provided by the Company, CareInsite,\nor any of their Affiliates, to or for the benefit of Executive (whether pursuant\nto this Agreement or otherwise and determined without regard to any additional\npayments required under this Section 8) (a \"Payment\") would be subject to the\nexcise tax imposed by Section 4999 of the Code, or any interest or penalties are\nincurred by Executive with respect to such excise tax (such excise tax, together\nwith any such interest and penalties, is hereinafter collectively referred to as\nthe \"Excise Tax\"), then Executive shall be entitled to receive an additional\npayment (a \"Gross-Up Payment\") in an amount such that after payment by Executive\nof all taxes (including any interest or penalties imposed with respect to such\ntaxes), including, without limitation, any income and employment taxes (and any\ninterest and penalties imposed with respect thereto) and Excise Tax imposed upon\nthe Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal\nto the sum of (x) the Excise Tax imposed upon the Payments and (y) the product\nof any deductions actually disallowed under Section 68 of the Code solely as a\ndirect result of the inclusion of the Gross-Up Payment in the Executive's\nadjusted gross income and the highest applicable marginal rate of federal income\ntaxation for the calendar year in which the Gross-Up Payment is to be made. For\npurposes of determining the amount of the Gross-Up Payment, the Executive shall\nbe deemed to (i) pay federal income taxes at the highest marginal rates of\nfederal income taxation for the calendar year in which the Gross-Up Payment is\nto be made and (ii) pay applicable state and local income taxes at the highest\nmarginal rate of taxation for the calendar year in which the Gross-Up Payment is\nto be made, net of the maximum reduction in federal income taxes which could be\nobtained from deduction of such state and local taxes.\n\n                  8.2      Gross-Up Payment Calculation. Subject to the\nprovisions of Sections 8.1 and 8.3, all determinations required to be made under\nthis Section 8, including whether and\n\n\n                                       16\n&gt;PAGE&gt;   18\n\nwhen a Gross-Up Payment is required and the amount of such Gross-Up Payment and\nthe assumptions to be utilized in arriving at such determination, shall be made\nby the Company's certified public accounting firm (the \"Accounting Firm\"), which\nshall provide detailed supporting calculations both to the Company and Executive\nwithin 15 business days of the receipt of notice from Executive or the Company\nthat there has been a Payment, or such earlier time as is requested by the\nCompany. All fees and expenses of the Accounting Firm shall be borne solely by\nthe Company. Any Gross-Up Payment, as determined pursuant to this Section 8,\nshall be paid by the Company to Executive within five days of the receipt of the\nAccounting Firm's determination. Any determination by the Accounting Firm shall\nbe binding upon the Company and Executive. As a result of the uncertainty in the\napplication of Section 4999 of the Code at the time of the initial determination\nby the Accounting Firm hereunder, it is possible that Gross-Up Payments which\nwill not have been made by the Company should have been made (\"Underpayment\"),\nconsistent with the calculations required to be made hereunder. In the event\nthat the Company exhausts its remedies pursuant to Section 8.3 and Executive\nthereafter is required to make a payment of any Excise Tax, the Accounting Firm\nshall determine the amount of the Underpayment that has occurred and any such\nUnderpayment shall be promptly paid by the Company to or for the benefit of\nExecutive.\n\n                  8.3      Claim by the IRS. Executive shall notify the Company\nin writing of any claim by the U.S. Internal Revenue Service (the \"IRS\") that,\nif successful, would require the payment by the Company of the Gross-Up Payment.\nSuch notification shall be given as soon as practicable but no later than ten\nbusiness days after Executive is informed in writing of such claim and shall\napprise the Company of the nature of such claim and the date on which such claim\nis requested to be paid. Executive shall not pay such claim prior to the\nexpiration of the 30-day period following the date on which Executive gives such\nnotice to the Company (or such shorter period ending on the date that any\npayment of taxes with respect to such claim is due). If the Company notifies\nExecutive in writing prior to the expiration of such period that it desires to\ncontest such claim, Executive shall:\n\n                  (i)      give the Company any information reasonably requested\n         by the Company relating to such claim;\n\n                  (ii)     take such action in connection with contesting such\n         claim as the Company shall reasonably request in writing from time to\n         time, including, without limitation, accepting legal representation\n         with respect to such claim by an attorney reasonably selected by the\n         Company; and\n\n                  (iii)    cooperate with the Company in good faith in order\n         effectively to contest such claim;\n\nprovided, however, that the Company shall bear and pay directly all costs and\nexpenses (including additional interest and penalties) incurred in connection\nwith such contest and shall indemnify and hold Executive harmless, on an\nafter-tax basis, for any Excise Tax or income and employment tax (including\ninterest and penalties with respect thereto) imposed as a result of such\nrepresentation and payment of costs and expenses. Without limitation on the\nforegoing provisions of this Section 8.3, the Company shall control all\nproceedings taken in connection with such contest and, at its sole option, may\npursue or forgo any and all administrative appeals,\n\n\n                                       17\n&gt;PAGE&gt;   19\n\nproceedings, hearings and conferences with the taxing authority in respect of\nsuch claim and may, at its sole option, either direct Executive to pay the tax\nclaimed and sue for a refund or contest the claim in any permissible manner, and\nExecutive shall agree to prosecute such contest to a determination before any\nadministrative tribunal, in a court of initial jurisdiction and in one or more\nappellate courts, as the Company shall determine; provided, however, that if the\nCompany directs Executive to pay such claim and sue for a refund, the Company\nshall advance the amount of such payment to Executive, on an interest-free basis\nand shall indemnify and hold Executive harmless, on an after-tax basis, from any\nExcise Tax or income and employment tax (including interest or penalties with\nrespect thereto) imposed with respect to such advance or with respect to any\nimputed income with respect to such advance; and provided further, that any\nextension of the statute of limitations relating to payment of taxes for the\ntaxable year of Executive with respect to which such contested amount is claimed\nto be due is limited solely to such contested amount. Furthermore, the Company's\ncontrol of the contest shall be limited to issues with respect to which a\nGross-Up Payment would be payable hereunder and Executive shall be entitled to\nsettle or contest, as the case may be, any other issue raised by the IRS or any\nother taxing authority.\n\n                  8.4      Entitlement to Refund. If, after the receipt by\nExecutive of an amount advanced by the Company pursuant to Section 8.3,\nExecutive becomes entitled to receive any refund with respect to such claim,\nExecutive shall (subject to the Company's complying with the requirements of\nSection 8.3) promptly pay to the Company the amount of such refund (together\nwith any interest paid or credited thereon after taxes applicable thereto). If,\nafter the receipt by Executive of an amount advanced by the Company pursuant to\nSection 8.3, a determination is made that Executive shall not be entitled to any\nrefund with respect to such claim and the Company does not notify Executive in\nwriting of its intent to contest such denial of refund prior to the expiration\nof 30 days after such determination, then such advance shall be forgiven and\nshall not be required to be repaid and the amount of such advance shall offset,\nto the extent thereof, the amount of Gross-Up Payment required to be paid. \n\n                  9.       Miscellaneous.\n\n                  9.1.     Representations and Covenants. In order to induce the\nCompany to enter into this Agreement, Executive makes the following\nrepresentations and covenants to the Company and CareInsite and acknowledges\nthat the Company and CareInsite are relying upon such representations and\ncovenants:\n\n                  (a)      No agreements or obligations exist to which Executive\nis a party or otherwise bound, in writing or otherwise, that in any way\ninterfere with, impede or preclude him from fulfilling all of the terms and\nconditions of this Agreement.\n\n                  (b)      Executive, during his employment, shall use his best\nefforts to disclose to the Chairman of the Board of the Company or CareInsite in\nwriting or by other effective method any bona fide information known by him and\nnot known to the Chairman of the Board of the Company or CareInsite that he\nreasonably believes would have any material negative impact on the Company,\nCareInsite or any of their Affiliates.\n\n\n                                       18\n&gt;PAGE&gt;   20\n\n                  9.2.     Entire Agreement. This Agreement, the Stock Option\nAgreements, the New Stock Option Agreements and the Special Stock Option\nAgreement contain the entire understanding of the parties in respect of their\nsubject matter and supersede upon their effectiveness all other prior agreements\nand understandings between the parties with respect to such subject matter.\n\n                  9.3      Amendment; Waiver. This Agreement may not be amended,\nsupplemented, canceled or discharged, except by written instrument executed by\nthe party against whom enforcement is sought. No failure to exercise, and no\ndelay in exercising, any right, power or privilege hereunder shall operate as a\nwaiver thereof. No waiver of any breach of any provision of this Agreement shall\nbe deemed to be a waiver of any preceding or succeeding breach of the same or\nany other provision.\n\n                  9.4.     Binding Effect; Assignment. The rights and\nobligations of this Agreement shall bind and inure to the benefit of any\nsuccessor of the Company or CareInsite by reorganization, merger or\nconsolidation, or any assignee of all or substantially all of the Company's or\nCareInsite's business and properties. At the Effective Time, each reference in\nthis Agreement to the Company shall automatically be deemed to refer to the\nSurviving Corporation. The Company or CareInsite may assign its rights and\nobligations under this Agreement to any of its Affiliates without the consent of\nExecutive so long as the Company or CareInsite remains responsible for the\npayment of the obligations hereunder; provided that after the Effective Time,\nthe Surviving Corporation may not assign its obligations hereunder to CareInsite\nwithout the consent of Executive. Executive's rights or obligations under this\nAgreement may not be assigned by Executive, except that the rights specified in\nSection 5.2 shall pass upon Executive's death to Executive's executor or\nadministrator.\n\n                  9.5.     Headings. The headings contained in this Agreement\nare for reference purposes only and shall not affect the meaning or\ninterpretation of this Agreement.\n\n                  9.6.     Governing Law; Interpretation. This Agreement shall\nbe construed in accordance with and governed for all purposes by the laws and\npublic policy (other than conflict of laws principles) of the State of New\nJersey applicable to contracts executed and to be wholly performed within such\nState.\n\n                  9.7.     Further Assurances. Each of the parties agrees to\nexecute, acknowledge, deliver and perform, and cause to be executed,\nacknowledged, delivered and performed, at any time and from time to time, as the\ncase may be, all such further acts, deeds, assignments, transfers, conveyances,\npowers of attorney and assurances as may be reasonably necessary to carry out\nthe provisions or intent of this Agreement.\n\n                  9.8.     Severability. The parties have carefully reviewed the\nprovisions of this Agreement and agree that they are fair and equitable.\nHowever, in light of the possibility of differing interpretations of law and\nchanges in circumstances, the parties agree that if any one or more of the\nprovisions of this Agreement shall be determined by a court of competent\njurisdiction to be invalid, void or unenforceable, the remainder of the\nprovisions of this Agreement shall, to the extent permitted by law, remain in\nfull force and effect and shall in no\n\n\n                                       19\n&gt;PAGE&gt;   21\n\nway be affected, impaired or invalidated. Moreover, if any of the provisions\ncontained in this Agreement are determined by a court of competent jurisdiction\nto be excessively broad as to duration, activity, geographic application or\nsubject, it shall be construed, by limiting or reducing it to the extent legally\npermitted, so as to be enforceable to the extent compatible with then applicable\nlaw.\n\n                  9.9.     Withholding Taxes. All payments hereunder shall be\nsubject to any and all applicable federal, state, local and foreign withholding\ntaxes.\n\n                  IN WITNESS WHEREOF, the parties hereto have executed this\nAgreement as of the day and year first above written.\n\n\n                                 MEDICAL MANAGER CORPORATION\n\n\n                                 By:      \/s\/ James R. Love\n                                    -----------------------------------------\n                                    Name: James R. Love\n                                    Title: EVP- Finance &amp; Admin., CFO\n\n\n                                 CAREINSITE, INC.\n\n\n                                 By:      \/s\/ James R. Love\n                                    -----------------------------------------\n                                    Name: \/s\/ James R. Love\n                                    Title: EVP- Finance &amp; Admin., CFO\n\n\n                                 EXECUTIVE\n\n\n                                   \/s\/ Marvin P. Rich\n                                 --------------------------------------------\n                                 Marvin P. Rich\n\n\n\n\n                                       20\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9303],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9544],"class_list":["post-39360","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-webmd-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39360","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39360"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39360"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39360"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39360"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}