{"id":40524,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-agreement-webmd-corp-and-marvin-p-rich.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-agreement-webmd-corp-and-marvin-p-rich","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-agreement-webmd-corp-and-marvin-p-rich.html","title":{"rendered":"Severance Agreement – WebMD Corp. and Marvin P. Rich"},"content":{"rendered":"
\n\n              [Text of Letter Agreement, dated September 26, 2001,\n                     between Marvin P. Rich and Registrant]\n\n\n\n\n                  This agreement (\"Agreement\") sets forth our mutual agreement\nconcerning your resignation as a director, officer and employee of WebMD\nCorporation (the \"Company\"). Capitalized terms that are not defined in this\nAgreement will have the meanings assigned to them in the Amended and Restated\nEmployment Agreement, dated as of June 18, 2000 (the \"Employment Agreement\"), by\nand among Medical Manager Corporation (since merged into the Company),\nCareInsite Corporation (formerly known as CareInsite, Inc., \"CareInsite\") and\nyou, as amended.\n\n                  1.       Your employment with the Company and its Affiliates\nterminated in all capacities as of September 19, 2001 (the \"Effective Date\"). In\nthat regard, you hereby resign, effective as of the Effective Date, from your\npositions as President and a director of the Company and from all other\npositions, directorships and positions that you hold with the Company or any of\nits Affiliates.\n\n                  2.       The Company will provide you with the following\npayments and benefits:\n\n                  (a)      The Company will continue to pay you your base salary\nat the current rate of $500,000 per annum for a period commencing on the\nEffective Date through the third anniversary of the Effective Date (the\n\"Severance Period\"), payable in accordance with the Company's prevailing payroll\npractices (no less frequently than monthly).\n\n                  (b)      For each of the three years of the Severance Period,\nthe Company will pay you a bonus equal to $500,000 payable at the time that\nbonuses are paid to Company executives generally, but no later than (i) March\n31, 2002 for the first year of the Severance Period, (ii) March 31, 2003 for the\nsecond year of the Severance Period, and (iii) March 31, 2004 for the third year\nof the Severance Period.\n\n                  (c)      The Stock Options and the New Options (as described\non attached Schedule A) will become fully vested and exercisable as of the\nEffective Date and will, except as provided below in Section 3, remain\nexercisable until the tenth anniversary of the applicable date of grant.\n\n                  (d)      You will continue to participate in all Welfare Plans\nthat you participated in on the Effective Date (or reasonably equivalent\nbenefits in the aggregate) on the same terms and conditions that would have\napplied had you remained in the employ of the Company until the earlier of the\nexpiration of the Severance Period and such time as you become eligible for\ncomparable coverage with a subsequent employer. The Company will have no\nobligation to continue to maintain any Welfare Plan solely as a result of the\nprovisions of this Agreement. \n\n>PAGE>\n\nYou agree to promptly notify the Company in writing in the event that you are\noffered comparable coverage under another employer's Welfare Plan.\n\n                  (e)      Except as otherwise specifically provided herein, you\nwill not be entitled to any compensation or benefits or to participate in any\npast, present or future employee benefit programs or arrangements of the Company\nor any of its Affiliates, successors or predecessors after the Effective Date,\nexcept that, if applicable, you will be entitled to receive your vested accrued\nbenefits under the Company's Employee Stock Purchase Plan and 401(k) Plan in\naccordance with the terms and conditions thereof.\n\n                  (f)      You acknowledge that the payments and benefits due to\nyou in this Agreement resulting from your departure from the Company and its\nAffiliates are in lieu of any and all claims that you may have against the\nCompany, CareInsite or any of their Affiliates, successors or predecessors\n(other than benefits under the Company's employee benefit plans that by their\nterms survive termination of employment, COBRA benefits, and rights to\nindemnification under certain indemnification arrangements for officers and\ndirectors of the Company), and represent liquidated damages (and not a penalty).\n\n                  3.       The provisions of Section 6 of the Employment\nAgreement are incorporated herein by reference as if such provisions were set\nforth herein in full. You acknowledge that, as provided in the Employment\nAgreement, the continuation of all of the Company's obligations set forth in\nSection 2(a)-(d) will cease in the event of any breach or threatened breach by\nyou of any provision of Section 6 of the Employment Agreement or this Agreement.\n\n                  4.       You acknowledge that you will surrender promptly to\nthe Company all property of the Company or its Affiliates in your possession and\nall property made available to you in connection with your employment by the\nCompany, including, without limitation, any and all records, manuals, customer\nlists, notebooks, computers, computer programs and files, papers, electronically\nstored information and documents kept or made by you in connection with your\nemployment.\n\n                  5.       This Agreement, the Stock Option Agreements, the New\nStock Option Agreements, the Special Stock Option Agreement and the related\noption plans set forth the entire agreement and understanding of the parties\nhereto with respect to the matters covered hereby and supersede and replace any\nexpress or implied prior agreement with respect to the terms of your employment\nand the termination thereof. This Agreement will be governed by the laws of the\nState of New Jersey. Any payments made or benefits provided to you under this\nAgreement will be reduced by any applicable withholding taxes.\n\n\n                                       2\n\n\n\n>PAGE>\n\n\n                                   SCHEDULE A\n\n>TABLE>\n>CAPTION>\nNo. of Shares              Exercise Price           Grant Date\n-------------              --------------           ----------\n>S>                        >C>                      >C>\n\n1,125,000                    $  25.80               February 8, 2000\n\n1,125,000                    $  11.55               June 5, 2000\n\n  750,000                    $   6.00               September 12, 2000\n\n  585,000                    $52.4519               February 8, 2000\n\n  585,000                    $16.8269               June 5, 2000\n>\/TABLE>\n\n\n                                       3\n\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":[9539,9551],"class_list":["post-40524","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40524","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=40524"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40524"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40524"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40524"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}