{"id":39715,"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-webmd-corp-and-jeffrey-t-arnold.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-webmd-corp-and-jeffrey-t-arnold","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-webmd-corp-and-jeffrey-t-arnold.html","title":{"rendered":"Employment Agreement &#8211; WebMD Corp. and Jeffrey T. Arnold"},"content":{"rendered":"<pre>\n                                WEBMD CORPORATION\n                            3399 PEACHTREE STREET NE\n                             400 THE LENOX BUILDING\n                             ATLANTA, GEORGIA 30326\n\n\n                                October 11, 2000\n\n\nMr. Jeffrey T. Arnold\n500 Peachtree Battle Ave.\nAtlanta, Georgia  30305\n\nDear Mr. Arnold:\n\n                  This letter agreement (the \"Agreement\") sets forth our mutual\nagreement concerning your resignation as a director, executive officer and\nemployee of WebMD Corporation, a Delaware corporation (the \"Company\").\n\n                  1.       Resignation. Your employment with the Company and its\nsubsidiaries and affiliates will terminate in all capacities on October 11, 2000\n(the \"Effective Time\"). This Agreement has been duly authorized by the Company's\nBoard of Directors (the \"Board\"). In that regard, you hereby resign, effective\nas of the Effective Time, from your positions as Co-Chief Executive Officer and\na director of the Company and from all other officerships, directorships and\npositions that you currently hold with the Company or any of its subsidiaries or\naffiliates.\n\n                  2.       Severance Benefits. The Company will provide you with\nthe following severance payments and benefits:\n\n                  (a)      Severance. The Company will pay you an amount equal \nto $4,000,000, payable on or before October 12, 2000 by wire transfer to an\naccount to be designated by you.\n\n                  (b)      Continuation of Insurance Coverage. The Company will\ncontinue (or provide comparable substitute coverage) your health, dental,\ndisability and life insurance coverage, and continue to pay the employer portion\nof the applicable premiums, until the earlier of the 18-month anniversary of the\nEffective Time and the date on which you are covered under another comparable\nplan. You agree to promptly notify the Company in writing in the event that you\nobtain coverage under another such plan.\n\n                  (c)      401(k) Plan. You will be entitled to receive your\nvested accrued benefits under the Company's 401(k) plan in accordance with the\nterms and conditions of such plan.\n\n                  (d)      No Other Compensation or Benefits. Except as\notherwise specifically provided herein, you will not be entitled to any\ncompensation or benefits or to participate in any past, present or future\nemployee benefit programs or arrangements of the Company or any of its\nsubsidiaries or affiliates after the Effective Time.\n\n                  3.       Company Stock Options. Your options (the \"Options\")\n(i) to purchase 2,000,000 shares of the Company's common stock (\"Common Stock\"),\nas evidenced by the \n\n\n&gt;PAGE&gt;   3\n\n\nAmended and Restated Stock Option Agreement dated as of September 12, 2000 (the\n\"Amended Option Agreement\") between the Company and you, and (ii) to purchase an\nadditional 2,486,741 shares of Common Stock will remain subject to, and will be\nexercisable in accordance with, the terms and conditions thereof (including,\nwithout limitation, the Letter Agreement dated September 12, 2000 between the\nCompany and you (the \"Letter Agreement\") but without regard to the Employment\nAgreement dated as of September 30, 1998 (the \"Employment Agreement\") between\nthe Company and you). It is hereby expressly agreed that the termination of your\nemployment will be treated as a termination without \"cause\" for purposes of the\nOptions (including, without limitation, for purposes of Sections 1 and 3 of the\nLetter Agreement and Section 3(c)(ii) of the Amended Option Agreement), and all\nof your Options shall, upon the Effective Time of this Agreement, become fully\nvested and remain exercisable for ten years from their respective dates of\ngrant.\n\n                  4.       Restrictive Covenants. (i) The provisions of Exhibit\nB to the Letter Agreement are incorporated herein by reference as if such\nprovisions were set forth herein in full.\n\n                  (ii)     The first paragraph of Section 2 of Exhibit B to the\nLetter Agreement is hereby amended to add the following to the end thereof:\n\n         \"provided, further, that this provision shall not prevent or impair\n         Arnold from engaging in raising donations for public charitable\n         purposes for existing not-for-profit nationally recognized charitable\n         organizations engaged in a Competitive Business so long as (i) he is\n         not employed by, and does not become an officer, director or trustee or\n         serve in a similar capacity of or receive compensation or other profit\n         from such not-for-profit charitable organization and (ii) such\n         activities do not relate to or involve such Competitive Business other\n         than to the extent such raising of donations presents consumer-oriented\n         health and wellness information in furtherance with the not-for-profit\n         charitable organization's mission.\"\n\n                  5.       Cooperation. From and after the date hereof through\nthe third anniversary of the Effective Time you will (i) cooperate in all\nreasonable respects (after taking into account any employment obligations you\nmay have) with the Company and its affiliates and their respective directors,\nofficers, attorneys and experts in connection with the conduct of any action,\nproceeding, investigation or litigation brought by a third party other than the\nCompany, involving the Company or any of its affiliates, including any such\naction, proceeding, investigation or litigation in which you are called to\ntestify relating to matters involving facts or events relating to the Company\nthat arose during your employment with the Company and (ii) promptly respond to\nall reasonable requests by the Company and its affiliates relating to\ninformation concerning actual customers of the Company during your employment\nwhich may be in your possession, and that you received during your employment\nwith the Company. The Company will, as a condition to your obligations under\nthis Section 5, reimburse you for any reasonable out of pocket expenses incurred\nas a result of such cooperation, provided that such expenses have been approved\nin writing in advance by the Chief Executive Officer or Chief Financial Officer\nof the Company.\n\n\n                                       2\n\n&gt;PAGE&gt;   4\n\n\n                  6.       Return of Property. Within 10 days after the\nEffective Time, you will surrender to the Company all property of the Company\nand its affiliates in your possession and all property made available to you in\nconnection with your employment by the Company, including, without limitation,\nany and all records, manuals, customer lists, notebooks, computers, computer\nprograms and files, papers, electronically stored information and documents kept\nor made by you in connection with your employment; provided, however, that you\nwill be permitted to retain the property listed on Annex A hereto. You will be\ngiven reasonable access to Company premises through October 18, 2000 to retrieve\nyour personal property. Notwithstanding the foregoing, the Company shall have\nthe right to retrieve any electronically stored information which is found or\nstored in any of the computer equipment listed on Annex A which is otherwise\nproperty owned by the Company or any of its subsidiaries or affiliates and take\nany action necessary to delete all such information from the computer\nequipment's hard-drive or other memory device.\n\n                  7.       Communications. You and the Company agree that the\npress release and related statement regarding your termination of employment\nwill be in the form attached hereto as Annex B, and that no subsequent comments\nshould be made to the media or through other public statements by either party\nor by any subsidiary, officer or director of the Company regarding your\ntermination of employment that are inconsistent with such statement. From and\nafter the Effective Time, you will refrain from taking actions or making public\nstatements, written or oral, which denigrate, disparage or defame the goodwill\nor reputation of the Company and its subsidiaries and their former and current\nexecutive officers and directors. From and after the Effective Time, the Company\nwill refrain, and will cause its executive officers and directors to refrain,\nfrom taking actions or making public statements, written or oral, which\ndenigrate, disparage or defame your reputation. The restrictions set forth in\nthis Section 7 will be subject to such exceptions as are required by law or in\nconnection with a judicial proceeding.\n\n                  8.       Release. (a) General Release. In consideration of the\nCompany's obligations under this Agreement and for other valuable consideration,\nyou hereby release and forever discharge the Company, its subsidiaries and\naffiliates and each of their respective officers, employees, directors and\nagents (the \"Company Releasees\") from any and all claims, actions and causes of\naction (collectively, \"Claims\"), including, without limitation, any Claims\narising under any applicable federal, state, local or foreign law, that you may\nhave, or in the future may possess, arising out of (x) your employment\nrelationship with and service as a director, employee or officer of the Company\nor any of its subsidiaries or affiliates, and the termination of such\nrelationship or service, or (y) any event, condition, circumstance or obligation\nthat occurred, existed or arose on or prior to the date hereof; provided,\nhowever, that the release set forth in this Section 8(a) will not apply to (A)\nthe obligations of the Company under this Agreement, (B) the obligations of the\nCompany and its subsidiaries to continue to provide director and officer\nindemnification pursuant to the agreement dated as of April 22, 1998 (the\n\"Indemnification Agreement\") between Endeavor Technologies Inc., a predecessor\nto the Company, and you, which Indemnification Agreement is hereby assumed by\nthe Company, and Section 10 of this Agreement and (C) your right or ability to\nassert in good faith any facts by way of defense (or counterclaim arising from\nthe same set of facts) against any Claim asserted against you by the Company\npursuant to clause (B) of the proviso to Section 8(b). You further agree that\nthe payments and benefits described in this Agreement will be in full\nsatisfaction of any and all claims for payments or benefits, whether express or\nimplied, that you may have \n\n\n                                       3\n\n&gt;PAGE&gt;   5\n\n\nagainst the Company or any of its subsidiaries or affiliates arising out of your\nemployment relationship, your service as a director, employee or officer of the\nCompany or any of its subsidiaries or affiliates and the termination thereof.\nYou hereby acknowledge and confirm that you are providing the release and\ndischarge set forth in this Section 8(a) only in exchange for consideration in\naddition to anything of value to which you are already entitled. You acknowledge\nand agree that if you should hereafter make any claim or demand or commence or\nthreaten to commence any action, claim or proceeding against the Company\nReleasees with respect to any cause, matter or thing which is the subject of\nthis Section 8(a), this Agreement may be raised as a complete bar to any such\naction, claim or proceeding, and the applicable Company Releasee may recover\nfrom you all costs incurred in connection with such action, claim or proceeding,\nincluding attorneys' fees.\n\n                  (b)      Company Release. The Company and its subsidiaries and\naffiliates (the \"Company Releasors\") hereby release and forever discharge you,\nyour estate and your legal representatives (the \"Individual Releasees\") from any\nand all Claims, including, without limitation, any Claims arising under any\napplicable federal, state, local or foreign law, that it may have, or in the\nfuture may possess, arising out of (x) your employment relationship with and\nservice as a director, employee or officer of the Company or any of its\nsubsidiaries or affiliates or predecessors, and the termination of such\nrelationship or service, or (y) any event, condition, circumstance or obligation\nthat occurred, existed or arose on or prior to the date hereof; provided,\nhowever, that the release set forth in this Section 8(b) will not apply to (A)\nyour obligations under this Agreement and the plans and agreements referred to\nherein and (B) any Claim which the Company has against you arising out of\nfraudulent conduct by you. The Company acknowledges and agrees that if it or any\nother Company Releasor should hereafter make any claim or demand or commence or\nthreaten to commence any action, claim or proceeding against you or the\nIndividual Releasees with respect to any cause, matter or thing which is the\nsubject of this Section 8(b), this Agreement may be raised as a complete bar to\nany such action, claim or proceeding, and you or the applicable Individual\nReleasee may recover from the Company Releasors all costs incurred in connection\nwith such action, claim or proceeding, including attorneys' fees.\n\n                  9.       Consulting Engagement. (i) In consideration of the\npayments and benefits provided to you hereunder, you agree to serve as a\nconsultant to the Company for the period (the \"Consulting Period\") beginning at\nthe Effective Time and ending on the fourth anniversary thereof. Your services\nhereunder during the Consulting Period will consist of such consulting and\nadvisory services, and will be provided at such times, as may be reasonably\nrequested (after taking into account any obligations you may have to another\nemployer) from time to time by W. Michael Long; provided, however, that such\nservices will not be required for more than 4 days during any one-month period;\nprovided further, however, that you will not be required to perform such\nservices at the request of any person other than W. Michael Long, and that such\nservices may be performed at the location of your choice. The Company will\nreimburse you for any reasonable out-of-pocket expenses incurred by you in\nconnection with the performance of such consulting and advisory services,\nprovided that such expenses shall not be required to be incurred by you, and\nshall not be reimbursed, unless such expenses have been approved in writing in\nadvance by the Chief Executive Officer or Chief Financial Officer of the\nCompany.\n\n\n                                       4\n\n&gt;PAGE&gt;   6\n\n\n                  (ii)     You will have no authority to bind, or make any\ncommitments or otherwise act on behalf of, or conduct or participate in any\ndiscussions on behalf of, the Company or any of its subsidiaries or affiliates\nin any manner whatsoever after the Effective Time without the prior written\nauthorization of the Board. You agree not to take any action which would cause\nany third party to assume that you have such authority.\n\n                  10.      Indemnification. The Company shall continue to\nprovide, and shall cause its subsidiaries to continue to provide you with\nindemnification, expense advancement, exculpation of liabilities and directors\nand officers liability insurance, with respect to actions or inactions by you as\nan officer or director of the Company (or any of its subsidiaries) prior to the\nEffective Time to the fullest extent permitted by law.\n\n                  11.      No Set-Off or Mitigation. The Company's obligation to\nmake the payments provided for in this Agreement and otherwise to perform its\nobligations hereunder shall not be affected by any set-off, counterclaim,\nrecoupment, defense or other claim, right or action which the Company may have\nagainst you or others. Except as specifically provided in this Agreement, in no\nevent shall you be obligated to seek other employment or take any other action\nby way of mitigation of the amounts payable to you under any of the provisions\nof this Agreement, and such amounts shall not be reduced whether or not you\nobtain other employment.\n\n                  12.      Miscellaneous.\n\n                  (a)      Entire Agreement. This Agreement, the Amended Option\nAgreement (including, without limitation, Section 8 thereof), the Letter\nAgreement and the related Option plans and award documents and the\nIndemnification Agreement (collectively, the \"Applicable Agreements\") set forth\nthe entire agreement and understanding of the parties hereto with respect to the\nmatters covered hereby and supersede and replace any express or implied prior\nagreement with respect to the terms of your employment and the termination\nthereof which you may have had with the Company or any of its subsidiaries or\naffiliates (including, without limitation, (i) the Employment Agreement and (ii)\nthe first sentence of Section 9 of the Amended Option Agreement). This Agreement\nmay be amended only by a written document signed by the parties hereto.\n\n                  (b)      Governing Law. This Agreement and, notwithstanding\nany provision to the contrary contained therein, the other Applicable\nAgreements, will be governed by, and construed in accordance with, the laws of\nthe State of Delaware (without reference to the choice of law provisions of\nDelaware law) applicable to contracts executed and to be wholly performed within\nsuch State, and the State or Federal court sitting in New Castle County,\nDelaware will have exclusive jurisdiction of the Company and you for purposes of\nadjudicating any disputes under any Applicable Agreement. The Company and you\nhereby consent to personal jurisdiction and venue in the State or Federal court\nsitting in New Castle County, Delaware and hereby waive any claim or defense\nthat the party lacks minimum contacts with the forum, that such State or Federal\ncourt lacks personal jurisdiction of the parties, or that such State or Federal\ncourt is an improper or inconvenient venue.\n\n                  (c)      Withholding Taxes. Any payments made or benefits\nprovided to you under this Agreement will be reduced by any applicable\nwithholding taxes.\n\n\n                                       5\n\n&gt;PAGE&gt;   7\n\n\n                  (d)      Notices. Any notices required or made pursuant to\nthis Agreement will be in writing and will be deemed to have been given when\ndelivered or mailed by United States certified mail, return receipt requested,\npostage prepaid, as follows:\n\n                  if to Jeffrey T. Arnold\n                  500 Peachtree Battle Ave.\n                  Atlanta, Georgia  30305\n\n                  with a copy to:\n\n                  Michael S. Katzke, Esq.\n                  Wachtell, Lipton, Rosen &amp; Katz\n                  51 West 52nd Street\n                  New York, New York  10019-6150\n\n                  if to the Company:\n\n                  Jack Dennison, Esq.\n                  WebMD Corporation\n                  3399 Peachtree Street NE\n                  400 The Lenox Building\n                  Atlanta, Georgia  30326\n\n                  with a copy to:\n\n                  Jeffrey P. Crandall, Esq.\n                  Shearman &amp; Sterling\n                  599 Lexington Avenue\n                  New York, NY  10022\n\nor to such other address as either party may furnish to the other in writing in\naccordance with this Section 12(d). Notices of change of address will be\neffective only upon receipt.\n\n                  (e)      Expenses. The Company will reimburse you for any\nunreimbursed reasonable business expenses incurred by you prior to the Effective\nTime (including airfare from New York City to Atlanta, Georgia on October 12,\n2000), pursuant to the Company's reimbursement policies, following your\npresentation of an expense report to the Company. In addition, the Company shall\nreimburse you for reasonable fees and expenses of your legal and tax accounting\nadvisors incurred in connection with the negotiation and execution of this\nAgreement not to exceed $75,000 in the aggregate.\n\n                  (f)      Enforceability\/Severability. The parties hereto\naffirmatively acknowledge that this Agreement, and each of its provisions, is\nenforceable, and expressly agree not to challenge nor raise any defense against\nthe enforceability of this Agreement or any of its provisions in the future. The\ninvalidity or unenforceability of any provision of this Agreement shall not\naffect the validity or enforceability of any other provision of this Agreement.\nIn the event that any provision or portion of this Agreement shall be determined\nto be invalid or \n\n\n                                       6\n\n&gt;PAGE&gt;   8\n\n\nunenforceable for any reason, the remaining provisions or portions of this\nAgreement shall be unaffected thereby and shall remain in full force and effect\nto the fullest extent permitted by law.\n\n                  (g)      Successors. This Agreement shall be binding on you\nand the Company and your's and the Company's respective heirs, successors and\nassigns, including without limitation any corporation or other entity into which\nthe Company may be merged, reorganized or liquidated. Your obligations under\nthis Agreement may not be assigned. The obligations of the Company under this\nAgreement may not be assigned except to a successor to all or substantially all\nof the business or assets of the Company or by operation of law. In the event of\nyour death, all future payments hereunder will be made to your estate or\ndesignated beneficiary.\n\n\n                                      WEBMD CORPORATION\n\n\n                                      By \/s\/ Charles A. Mele\n                                         --------------------------------------\n                                         Name:   Charles A. Mele\n                                         Title:  Executive Vice President --\n                                                      Co-General Counsel\n\nAccepted and Agreed:\n\n \/s\/ Jeffrey T. Arnold\n-------------------------\nJeffrey T. Arnold\n\nDated: October 11, 2000\n\n\n                                       7\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-39715","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\/39715","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=39715"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39715"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39715"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39715"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}