{"id":40614,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-agreement-medical-manager-corp-and-martin-j.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-agreement-medical-manager-corp-and-martin-j","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-option-agreement-medical-manager-corp-and-martin-j.html","title":{"rendered":"Stock Option Agreement &#8211; Medical Manager Corp. and Martin J. Wygod"},"content":{"rendered":"<pre>\n                  AMENDED AND RESTATED STOCK OPTION AGREEMENT dated as of August\n21, 2000 (the \"Agreement\") between MEDICAL MANAGER CORPORATION, a Delaware\ncorporation (the \"Company\"), and MARTIN J. WYGOD (the \"Participant\").\n\n                  WHEREAS, in light of the extraordinary services that will be\nrequired of the Participant in integrating the businesses of the companies\nfollowing the merger of the Company and CareInsite, Inc., a Delaware\ncorporation, with Healtheon\/WebMD Corporation, a Delaware corporation\n(\"Healtheon\"), the Company has granted to the Participant nonqualified stock\noptions to purchase 1,200,000 shares of common stock, $.01 par value, of the\nCompany (the \"Common Shares\") upon the terms and conditions hereinafter set\nforth;\n\n                  NOW, THEREFORE, in consideration of the covenants and\nagreements herein contained, the parties hereto agree as follows:\n\n                  1.       Confirmation of Grant of Options; Effectiveness.\nPursuant to a determination by the Stock Option Committee (the \"Committee\") of\nthe Board of Directors of the Company (the \"Board\"), the Company hereby confirms\nthat the Participant has been granted, effective as of the date hereof (the\n\"Date of Grant\"), and subject to the terms and conditions of this Agreement, the\nnumber of nonqualified stock options (the \"Options\") specified at the foot of\nthe signature page hereof. Each such Option shall entitle the Participant to\npurchase, upon payment of the option price specified at the foot of the\nsignature page hereof (the \"Option Price\"), one Common Share. The Options shall\nbe exercisable as hereinafter provided.\n\n                  2.       Certain Restrictions. None of the Options may be\nsold, transferred, assigned, pledged, or otherwise encumbered or disposed of,\nexcept by will or the laws of descent and distribution; provided, however, that\nthe Committee shall permit the transfer of an Option to the Participant's family\nmembers, to one or more trusts established in whole or in part for the benefit\nof one or more of such family members or to any other entity that is owned by\nsuch family members. During the Participant's lifetime, an Option shall be\nexercisable only by the Participant or by the Participant's guardian, legal\nrepresentative or permitted transferee. Each transferee of an Option by will or\nthe laws of descent and distribution or other permitted transferee shall, as a\ncondition to the transfer thereof, execute an agreement pursuant to which it\nshall become a party to this Agreement. Any attempt to sell, transfer, assign,\npledge or otherwise encumber or dispose of any Option contrary to the provisions\nof this Agreement, and any levy, attachment or similar process upon any Option\nshall be null and void and without effect.\n\n                  3.       Terms and Conditions of Options. The Options\nevidenced hereby are subject to the following terms and conditions:\n\n                  (a)      Vesting. Subject to Section 3(b), the Options shall\nvest and become exercisable (\"Vested Options\") as follows: 2.0833% of the\nOptions shall vest and become exercisable on the first day of each month\nfollowing the Date of Grant, commencing September 1, 2000, with 100% of the\nOptions being vested and exercisable on August 1, 2004.\n\n\n&gt;PAGE&gt;   3\n\n                  (b)      Option Period. (i) The Options shall not be\nexercisable following the tenth anniversary of the Date of Grant, and shall be\nsubject to earlier termination as provided in Section 3(b)(iii).\n\n                  (ii) In the event that the Participant's employment with the\nCompany and its subsidiaries is terminated (A) as a result of the Participant's\ndeath or the Participant becoming Disabled (as defined below), (B) by the\nCompany without Cause (as defined below) or (C) by the Participant for Good\nReason (as defined below), the Options shall be fully vested and exercisable as\nof the date on which such employment terminates.\n\n                  (iii) In the event that the Participant's employment with the\nCompany and its subsidiaries is terminated by the Company for Cause or by the\nParticipant without Good Reason, any Options which have not become Vested\nOptions as of the date of termination shall terminate and be cancelled without\nany consideration being paid therefor; provided, however, that a change in the\nParticipant's status with the Surviving Corporation (as defined in the Agreement\nand Plan of Merger dated February 13, 2000 between Healtheon and the Company, as\namended by Amendment No. 1 thereto dated as of June 18, 2000 (the \"Merger\nAgreement\")) from Co-Chief Executive Officer or Chief Executive Officer to any\nother position (including Chairman) with the consent of the Surviving\nCorporation and the Participant shall not be treated as a termination of the\nParticipant's employment for purposes of this Agreement.\n\n                  (iv) In the event that the Participant's employment with the\nCompany and its subsidiaries terminates for any reason, the Participant (or the\nParticipant's estate) shall be entitled to exercise any Options which have\nbecome Vested Options as of the date of termination until the tenth anniversary\nof the Date of Grant.\n\n                  (v) In the event of a Change in Control (as defined below),\nthe Options shall be fully vested and exercisable as of the date on which such\nChange in Control occurs. For purposes of this Agreement, a \"Change in Control\"\nmeans a transaction (other than the transactions contemplated by the Merger\nAgreement) that occurs after the Effective Time (as defined in the Merger\nAgreement), if:\n\n                  1.       Any person, entity or group shall have acquired, in\n         one or more transactions, the beneficial ownership of at least 50\n         percent of the voting power of the outstanding voting securities of the\n         Surviving Corporation; or\n\n                  2.       The sale of all or substantially all of the assets of\n         the Surviving Corporation to a person, entity or group occurs in a\n         transaction (except for a sale-leaseback transaction) where the\n         Surviving Corporation or the holders of the common stock of the\n         Surviving Corporation do not receive (i) voting securities representing\n         a majority of the voting power entitled to vote on a regular basis for\n         the board of directors of the acquiring entity or of an affiliate which\n         controls the acquiring entity, or (ii) securities representing a\n         majority of the equity interest in the acquiring entity or of an\n         affiliate that controls the acquiring entity, if other than a\n         corporation; or\n\n                  3.       A complete liquidation or dissolution of the\n         Surviving Corporation shall have occurred;\n\n\n                                       2\n&gt;PAGE&gt;   4\n\n         provided, however, that the provisions of this clause (v) shall be\n         subject to any necessary approvals by the Committee.\n\n                  (c)      Certain Definitions. (i) For purposes of this\nAgreement, \"Cause\" means a final, non-appealable court adjudication in a civil\nor criminal proceeding that the Participant has during his employment committed\na fraud or felony directed against the Company relating to or adversely\naffecting his employment.\n\n                  (ii) For purposes of this Agreement, the Participant shall be\n\"Disabled\" if the Participant 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.\n\n                  (iii) For purposes of this Agreement, \"Good Reason\" means any\nof the following conditions or events:\n\n                  1.       a reduction in the Participant's title or\n         responsibilities with the Company or the Surviving Corporation, or if\n         he is required to report to any person other than the full Board\n         (following the Effective Time, the full Board of Directors of the\n         Surviving Corporation);\n\n                  2.       any reduction in any compensation or fringe benefits\n         provided by the Company;\n\n                  3.       any breach by the Company of this Agreement or any\n         other material agreement between the Company and the Participant;\n\n                  4.       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; or\n\n                  5.       a change in the location from which the Participant\n         performs his services for the Company or the Surviving Corporation from\n         his residence in the San Diego, California area.\n\n                  (d)      Notice of Exercise. Subject to Sections 3(e) and 5(a)\nhereof, the Participant may exercise any or all of the Vested Options by giving\nwritten notice to the Chief Financial Officer of the Company at its principal\nbusiness office. The date of exercise of a Vested Option shall be the later of\n(i) the date on which the Chief Financial Officer of the Company receives such\nwritten notice or (ii) the date on which the conditions provided in Sections\n3(e) and 5(a) hereof are satisfied.\n\n                  (e)      Payment. Prior to the issuance of a certificate\npursuant to Section 3(h) hereof evidencing Common Shares, the Participant shall\nhave paid to the Company the Option Price of all Common Shares purchased\npursuant to exercise of such Options, in cash or by certified or official bank\ncheck, and all applicable tax withholding obligations as provided in Section\n5(a) of this Agreement. The Option Price may also be payable by a customary\n\"cashless\" exercise procedure through a broker or in such other form as the\nCommittee may approve.\n\n\n                                       3\n&gt;PAGE&gt;   5\n\n                  (f)      Shareholder Rights. The Participant shall have no\nrights as a shareholder with respect to any Common Shares issuable upon the\nexercise of an Option until a certificate or certificates evidencing such shares\nshall have been issued to the Participant, and, except as provided in Section 6,\nno adjustment shall be made for dividends or distributions or other rights in\nrespect of any share for which the record date is prior to the date upon which\nthe Participant shall become the holder of record thereof.\n\n                  (g)      Compliance with Securities Laws. The Company shall,\non or prior to the date on which an Option becomes exercisable, use its best\nefforts to (A) file a registration statement with the Securities and Exchange\nCommission on Form S-8 with respect to the Common Shares subject to such Option\nand cause such registration statement to be declared effective and remain\neffective for so long as any Option remains outstanding and (B) qualify such\nCommon Shares under applicable state \"blue sky\" laws (or determine that an\nexemption under such blue sky laws is available) and cause such Common Shares to\nremain so qualified (or exempt) for so long as any Option remains outstanding.\n\n                  (h)      Issuance of Certificate. As soon as practicable\nfollowing the exercise of any Options, a certificate evidencing the number of\nCommon Shares issued in connection with such exercise shall be issued in the\nname of the Participant.\n\n                  4.       Representations and Warranties. The Company and the\nParticipant represent that this Agreement has been duly executed and delivered\nby such party and constitutes a legal, valid and binding agreement of such\nparty, enforceable against such party in accordance with its terms, except as\nlimited by any applicable bankruptcy, insolvency, reorganization, moratorium or\nsimilar law affecting creditors' rights generally and by general principles of\nequity.\n\n                  5.       Miscellaneous.\n\n                  (a)      Tax Withholding. The Company and its subsidiaries\nshall have the right to require the Participant to remit to the Company, prior\nto the delivery of any certificates evidencing Common Shares pursuant to the\nexercise of an Option, any amount sufficient to satisfy any minimum federal,\nstate or local tax withholding requirements. Prior to the Company's\ndetermination of such withholding liability, the Participant shall have the\nright to make an irrevocable election to satisfy, in whole or in part, such\nobligation to remit taxes by directing the Company to withhold Common Shares\nthat would otherwise be received by the Participant.\n\n                  (b)      No Restriction on Right of Company to Effect\nCorporate Changes. Subject to Section 6, this Agreement shall not affect in any\nway the right or power of the Company or its stockholders to make or authorize\nany or all adjustments, recapitalizations, reorganizations or other changes in\nthe capital structure or business of the Company, or any merger or consolidation\nof the Company, or any issue of stock or of options, warrants or rights to\npurchase stock or of bonds, debentures, preferred or prior preference stocks\nwhose rights are superior to or affect the Common Shares or the rights thereof\nor which are convertible into or exchangeable for Common Shares, or the\ndissolution or liquidation of the Company, or any sale\n\n\n                                       4\n&gt;PAGE&gt;   6\n\nor transfer of all or any part of the assets or business of the Company, or any\nother corporate act or proceeding, whether of a similar character or otherwise.\n\n                  6.       Adjustment.\n\n                  The number and price per Common Share covered by any Option,\nand any other rights under any Option, shall be appropriately adjusted by the\nBoard or the Committee, as the case may be, to reflect any subdivision (stock\nsplit) or consolidation (reverse split) of the issued Common Shares, or any\nother recapitalization of the Company, or any business combination or other\ntransaction involving the Company (including, without limitation, rights\nofferings and issuances of securities for consideration that is less than the\nfair market value thereof), which shall affect the rights of holders of Common\nShares. The Committee or the Board, as the case may be, shall provide for\nappropriate adjustment of the Options in the event of stock dividends or\ndistributions of assets or securities owned by the Company to its stockholders.\nWithout limiting the foregoing, any adjustment pursuant to this Section 6 shall\n(i) be on terms that are no less favorable to the Participant than those\napplicable to any other holder of stock options or convertible securities issued\nby the Company and (ii) entitle the Participant to receive, upon exercise of the\nOptions, in addition to the Common Shares that remain subject to such Options,\nsuch stock, securities, other property and rights that the Participant, as a\nholder of Common Shares, would have received if such Options had been exercised\nprior to the date of the applicable event or transaction described in this\nSection 6.\n\n                  7.       Survival; Assignment.\n\n                  All agreements, representations and warranties made herein and\nin any certificates delivered pursuant hereto shall survive the issuance to the\nParticipant of the Options and the Common Shares and, notwithstanding any\ninvestigation heretofore or hereafter made by the Participant or the Company or\non the Participant's or the Company's behalf, shall continue in full force and\neffect. Without the prior written consent of the Company, the Participant may\nnot assign any of his rights hereunder except as permitted by Section 2.\nWhenever in this Agreement any of the parties hereto is referred to, such\nreference shall be deemed to include the heirs and permitted successors and\nassigns of such party; and all agreements herein by or on behalf of the Company,\nor by or on behalf of the Participant, shall bind and inure to the benefit of\nthe heirs and permitted successors and assigns of such parties hereto.\n\n                  8.       Gross-Up Payment. (i) Anything in this Agreement to\nthe contrary or any termination of the Options notwithstanding, in the event it\nshall be determined that any payment or distribution or benefit received or to\nbe received by the Participant pursuant to the terms of this Agreement or any\nother payment or distribution or benefit made or provided by the Company, or any\nof its subsidiaries and affiliates, to or for the benefit of the Participant\n(whether pursuant to this Agreement or otherwise and determined without regard\nto any additional payments required under this Section 8) (a \"Payment\") would be\nsubject to the excise tax imposed by Section 4999 of the Internal Revenue Code\nof 1986, as amended (the \"Code\") or any interest or penalties are incurred by\nthe Participant with respect to such excise tax (such excise tax, together with\nany such interest and penalties, is hereinafter collectively referred to as the\n\"Excise Tax\"), then the Participant shall be entitled to receive an additional\npayment (a \"Gross-Up Payment\") in an amount such that after payment by the\nParticipant of all taxes\n\n\n                                       5\n&gt;PAGE&gt;   7\n\n(including any interest or penalties imposed with respect to such taxes),\nincluding, without limitation, any income and employment taxes (and any interest\nand penalties imposed with respect thereto) and Excise Tax imposed upon the\nGross-Up Payment, the Participant retains an amount of the Gross-Up Payment\nequal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the\nproduct of any deductions actually disallowed under Section 68 of the Code\nsolely as a direct result of the inclusion of the Gross-Up Payment in the\nParticipant's adjusted gross income and the highest applicable marginal rate of\nfederal income taxation for the calendar year in which the Gross-Up Payment is\nto be made. For purposes of determining the amount of the Gross-Up Payment, the\nParticipant shall be deemed to (i) pay federal income taxes at the highest\nmarginal rates of federal income taxation for the calendar year in which the\nGross-Up Payment is to be made and (ii) pay applicable state and local income\ntaxes at the highest marginal rate of taxation for the calendar year in which\nthe Gross-Up Payment is to be made, net of the maximum reduction in federal\nincome taxes which could be obtained from deduction of such state and local\ntaxes.\n\n                  (ii) Subject to the provisions of Sections 8(i) and 8(iii),\nall determinations required to be made under this Section 8, including whether\nand when a Gross-Up Payment is required and the amount of such Gross-Up Payment\nand the assumptions to be utilized in arriving at such determination, shall be\nmade by the Company's certified public accounting firm (the \"Accounting Firm\"),\nwhich shall provide detailed supporting calculations both to the Company and the\nParticipant within 15 business days of the receipt of notice from the\nParticipant or the Company that there has been a Payment, or such earlier time\nas is requested by the Company. All fees and expenses of the Accounting Firm\nshall be borne solely by the Company. Any Gross-Up Payment, as determined\npursuant to this Section 8, shall be paid by the Company to the Participant\nwithin five days of the receipt of the Accounting Firm's determination. Any\ndetermination by the Accounting Firm shall be binding upon the Company and the\nParticipant. As a result of the uncertainty in the application of Section 4999\nof the Code at the time of the initial determination by the Accounting Firm\nhereunder, it is possible that Gross-Up Payments which will not have been made\nby the Company should have been made (\"Underpayment\"), consistent with the\ncalculations required to be made hereunder. In the event that the Company\nexhausts its remedies pursuant to Section 8(iii) and the Participant thereafter\nis required to make a payment of any Excise Tax, the Accounting Firm shall\ndetermine 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 the\nParticipant.\n\n                  (iii) The Participant shall notify the Company in writing of\nany claim by the U.S. Internal Revenue Service (the \"IRS\") that, if successful,\nwould require the payment by the Company of the Gross-Up Payment. Such\nnotification shall be given as soon as practicable but no later than ten\nbusiness days after the Participant is informed in writing of such claim and\nshall apprise the Company of the nature of such claim and the date on which such\nclaim is requested to be paid. The Participant shall not pay such claim prior to\nthe expiration of the 30-day period following the date on which the Participant\ngives such notice to the Company (or such shorter period ending on the date that\nany payment of taxes with respect to such claim is due). If the Company notifies\nthe Participant in writing prior to the expiration of such period that it\ndesires to contest such claim, the Participant shall:\n\n\n                                       6\n&gt;PAGE&gt;   8\n\n                  (a)      give the Company any information reasonably requested\n         by the Company relating to such claim;\n\n                  (b)      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                  (c)      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 the Participant 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(iii), 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, proceedings, hearings and\nconferences with the taxing authority in respect of such claim and may, at its\nsole option, either direct the Participant to pay the tax claimed and sue for a\nrefund or contest the claim in any permissible manner, and the Participant shall\nagree to prosecute such contest to a determination before any administrative\ntribunal, in a court of initial jurisdiction and in one or more appellate\ncourts, as the Company shall determine; provided, however, that if the Company\ndirects the Participant to pay such claim and sue for a refund, the Company\nshall advance the amount of such payment to the Participant, on an interest-free\nbasis and shall indemnify and hold the Participant harmless, on an after-tax\nbasis, from any Excise Tax or income and employment tax (including interest or\npenalties with respect thereto) imposed with respect to such advance or with\nrespect to any imputed income with respect to such advance; and provided\nfurther, that any extension of the statute of limitations relating to payment of\ntaxes for the taxable year of the Participant with respect to which such\ncontested amount is claimed to be due is limited solely to such contested\namount. Furthermore, the Company's control of the contest shall be limited to\nissues with respect to which a Gross-Up Payment would be payable hereunder and\nthe Participant shall be entitled to settle or contest, as the case may be, any\nother issue (an \"Other Issue\") raised by the IRS or any other taxing authority;\nprovided, however, that if, solely as a result of any contest by the Company\npursuant to this Section 8(iii), the Participant's ability to settle or\notherwise resolve any such Other Issue is delayed, then the Company will\nreimburse the Participant, on an after-tax basis, for any additional interest\nincurred by the Participant as a result of such delay.\n\n                  (iv) If, after the receipt by the Participant of an amount\nadvanced by the Company pursuant to Section 8(iii), the Participant becomes\nentitled to receive any refund with respect to such claim, the Participant shall\n(subject to the Company's complying with the requirements of Section 8(iii))\npromptly pay to the Company the amount of such refund (together with any\ninterest paid or credited thereon after taxes applicable thereto). If, after the\nreceipt by the Participant of an amount advanced by the Company pursuant to\nSection 8(iii), a determination is made that the Participant shall not be\nentitled to any refund with respect to such claim and the Company does not\nnotify the Participant in writing of its intent to contest such\n\n\n                                       7\n&gt;PAGE&gt;   9\n\ndenial of refund prior to the expiration of 30 days after such determination,\nthen such advance shall be forgiven and shall not be required to be repaid and\nthe amount of such advance shall offset, to the extent thereof, the amount of\nGross-Up Payment required to be paid.\n\n                  9.       Consulting Engagement. In the event that the\nParticipant terminates his employment with the Company and its subsidiaries\nwithout Good Reason after the six-month anniversary of the Effective Time but\nprior to the third anniversary of the Effective Time, the Participant shall, at\nthe request of the Company, make himself available to provide consulting and\nadvisory services (the \"Consulting Services\") to the Company during the period\nbeginning on the date of termination and ending on the third anniversary of the\nEffective Time; provided, however, that such Consulting Services shall be\nperformed at such times and places as are acceptable to the Participant in his\nsole discretion. The Participant shall not be entitled to receive any additional\ncompensation for the Consulting Services.\n\n                  10.      Notices. All notices and other communications\nprovided for herein shall be in writing and shall be delivered by hand or sent\nby certified or registered mail, return receipt requested, postage prepaid,\naddressed, if to the Participant, to his attention at the most recent mailing\naddress that the Company has on record and, if to the Company, to it at River\nDrive Center 2, 669 River Drive, Elmwood Park, New Jersey 07407-1361, Telecopier\nNo.: (201) 703-3401, Attention: Chief Financial Officer. All such notices shall\nbe conclusively deemed to be received and shall be effective, if sent by hand\ndelivery, upon receipt, or if sent by registered or certified mail, on the fifth\nday after the day on which such notice is mailed.\n\n                  11.      Waiver. The waiver by either party of compliance with\nany provision of this Agreement by the other party shall not operate or be\nconstrued as a waiver of any other provision of this Agreement, or of any\nsubsequent breach by such party of a provision of this Agreement.\n\n                  12.      Source of Rights. This Agreement shall be the sole\nand exclusive source of any and all rights which the Participant, and the\nParticipant's personal representatives or heirs at law, may have in respect of\nthe Options as granted hereunder.\n\n                  13.      Captions. The captions contained in this Agreement\nare for reference purposes only and shall not affect the meaning or\ninterpretation of this Agreement.\n\n                  14.      Entire Agreement; Governing Law; Jurisdiction. This\nAgreement sets forth the entire agreement and understanding between the parties\nhereto and supersedes all prior agreements and understandings relating to the\nsubject matter hereof (including, without limitation, the Stock Option Agreement\ndated as of August 21, 2000 between the Company and the Participant). The\nParticipant and the Company acknowledge and agree that the terms and conditions\nof the letter agreement dated June 18, 2000 between Healtheon and the\nParticipant shall not apply to the Options granted pursuant to this Agreement.\nThis Agreement may be executed in one or more counterparts, each of which shall\nbe deemed to be an original, but all such counterparts shall together constitute\none and the same agreement. The headings of sections and subsections herein are\nincluded solely for convenience of reference and shall not affect the meaning of\nany of the provisions of this Agreement. This Agreement shall be governed by,\nand construed in accordance with, the laws of the State of New Jersey (without\n\n\n                                       8\n&gt;PAGE&gt;   10\n\nreference to the choice of law provisions of New Jersey law) applicable to\ncontracts executed and to be wholly performed within such State, and the State\nor Federal court sitting in San Diego County, California shall have exclusive\njurisdiction of the Company and the Participant for purposes of adjudicating any\ndisputes under this Agreement. The Participant and the Company hereby consent to\npersonal jurisdiction and venue in the State or Federal court sitting in San\nDiego County, California and hereby waive any claim or defense that the party\nlacks minimum contacts with the forum, that such State or Federal court lacks\npersonal jurisdiction of the parties, or that such State or Federal court is an\nimproper or inconvenient venue.\n\n\n                                       9\n&gt;PAGE&gt;   11\n\n                  IN WITNESS WHEREOF, the Company has caused this Agreement to\nbe executed by its duly authorized officer and the Participant has executed this\nAgreement, both as of the day and year first above written.\n\n                           MEDICAL MANAGER CORPORATION\n\n\n                           By:                \/s\/ CHARLES A. MELE\n                              --------------------------------------------------\n                              Name: Charles A. Mele\n                              Title: Executive Vice President - General Counsel\n\n                           PARTICIPANT\n\n\n                           \/s\/ MARTIN J. WYGOD\n                           -----------------------------------------------------\n                           Martin J. Wygod\n\nNumber of Options: 1,200,000\n\nOption Price: $31.875\n\n\n                                       10\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-40614","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\/40614","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=40614"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40614"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40614"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40614"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}