WebMD Health Corp. Watch

from 10-Q 2 pages Amendment No. 7 to the WebMD Health Corp. Supplemental Bonus Program Trust Agreement

from 10-K 9 pages 1. Position and Responsibilities. You Will Serve in the Position of Vice President, Consumer Technology1 and Assume and Discharge Such Responsibilities as Are Commensurate With Such Position as Your Manager May Direct. During Your Employment With the Company, You Shall Devote Your Full-Time Attention to Your Duties and Responsibilities and Shall Perform Them Faithfully, Diligently and Completely. in Addition, You Shall Comply With and Be Bound by the Operating Policies, Procedures and Practices of the Company Including, Without Limitation, the Code of Conduct, in Effect From Time to Time During Your Employment. You Acknowledge That You Shall Be Required to Travel in Connection With the Performance of Your Duties. 2. Compensation

from 10-K 7 pages WebMD Health Corp. Performance-Based Restricted Stock Agreement

from 10-K 7 pages WebMD Health Corp. Performance-Based Restricted Stock Agreement

from 10-K 1 page Reference Is Made to the Grant of (I) a Nonqualified Option to Purchase 100,000 Shares of WebMD Health Corp.’s (The “Company”) Common Stock Made to You on November 2, 2016 (The “2016 Option”) as Evidenced by the Option Agreement Dated November 2, 2016 (The “Option Agreement”) and (II) 25,000 Shares of the Company’s Restricted Common Stock Made to You on the Same Date (The “2016 Restricted Stock Grant” and Collectively With the 2016 Option, the “2016 Grants”) and Evidenced by a Restricted Stock Agreement Dated November 2, 2016 (The “Restricted Stock Agreement”). Notwithstanding Anything to the Contrary Contained in the Option Agreement or the Restricted Stock Agreement, the 2016 Grants Are “Outstanding Equity” for Purposes of the Employment Agreement Between You and the Company Dated August 3, 2005, as Amended, and Will Be Afforded the Protections Contained in Such Employment Agreement. Except as Set Forth Herein, the Option Agreement and the Restricted Stock Agreement Remain in Full Force and Effect. Sincerely, WebMD Health Corp By: /S/ Lewis H. Leicher Lewis H. Leicher Senior Vice President Agreed To: /S/ Martin J. Wygod Martin J. Wygod

from 10-K 2 pages Reference Is Made to the Grant of (I) a Nonqualified Option to Purchase 75,000 Shares of WebMD Health Corp.’s (The “Company”) Common Stock Made to You on November 2, 2016 (The “2016 Option”) as Evidenced by the Option Agreement Dated November 2, 2016 (The “Option Agreement”) and (II) 15,000 Shares of the Company’s Restricted Common Stock Made to You on the Same Date (The “2016 Restricted Stock Grant” and Collectively With the 2016 Option, the “2016 Grants”) and Evidenced by a Restricted Stock Agreement Dated November 2, 2016 (The “Restricted Stock Agreement”)

from 10-K 2 pages Reference Is Made to the Grant of (I) a Nonqualified Option to Purchase 75,000 Shares of WebMD Health Corp.’s (The “Company”) Common Stock Made to You on November 2, 2016 (The “2016 Option”) as Evidenced by the Option Agreement Dated November 2, 2016 (The “Option Agreement”) and (II) 15,000 Shares of the Company’s Restricted Common Stock Made to You on the Same Date (The “2016 Restricted Stock Grant” and Collectively With the 2016 Option, the “2016 Grants”) and Evidenced by a Restricted Stock Agreement Dated November 2, 2016 (The “Restricted Stock Agreement”)

from 10-K 13 pages As of November 2, 2016 Steven L. Zatz, M.D. C/O WebMD Health Corp. 395 Hudson St. – 4th Floor New York, Ny 10014 Re: Amended and Restated Employment Agreement Dear Steve

from 10-K 2 pages This Letter Agreement (“Agreement”) Describes the Amendments Being Made to the Employment Agreement Between You and WebMD Health Corp. (“Webmd” or the “Company”) Dated May 29, 2015 (The “Employment Agreement”), Effective as of the Date Set Forth Above (Except With Respect to the Compensation Changes Described in 1 Below). 1. Effective November 3, 2016, Your Base Salary Is $400,000 and Your Annual Bonus Target Is 70%. 2. Section 6(a) of Your Employment Agreement Is Hereby Amended by Adding a New Paragraph at the End Thereof as Follows

from 10-K 12 pages 1. Position and Responsibilities. You Will Serve in the Position of Sr. Vice President, Finance for WebMD. You Will Report to the Chief Financial Officer of the Company or Other Officer as May Be Designated by the CFO, and Assume and Discharge Such Responsibilities as Are Commensurate With Such Position. During Your Employment With the Company, You Shall Devote Your Full-Time Attention to Your Duties and Responsibilities and Shall Perform Them Faithfully, Diligently and Completely. in Addition, You Shall Comply With and Be Bound by the Operating Policies, Procedures and Practices of the Company Including, Without Limitation, the Code of Conduct, in Effect From Time to Time During Your Employment. You Acknowledge That You Shall Be Required to Travel in Connection With the Performance of Your Duties. 2. Compensation. (A) in Consideration of Your Services, You Will Be Paid an Annual Base Salary of $360,000, Payable in Accordance With the Company’s Prevailing Payroll Practices. Your Salary, Bonus Opportunity and Other Compensation Will Be Reviewed Annually Based on Your Performance and Other Considerations

from 10-Q 11 pages September 16, 2016 Mr. David Schlanger C/O WebMD Health Corp. 395 Hudson Street New York, New York 10014 Dear David: As Discussed, This Letter Agreement (This “Agreement”) Sets Forth Our Mutual Agreement Regarding the Terms of Your Departure From WebMD Health Corp., a Delaware Corporation (The “Company”). 1

from 10-K/A 2 pages Amendment No. 6 to the WebMD Health Corp. Supplemental Bonus Program Trust Agreement

from 10-K/A 4 pages March 5, 2013 Michael Glick C/O WebMD Health Corp. 111 Eighth Avenue New York, Ny 10011 Dear Mike, This Letter Will Confirm the Terms of the Amendment to Your Employment Letter (The “Letter Agreement”) With WebMD Health Corp. (The “Company” or “Webmd”) Dated as of February 11, 2011. the Letter Agreement Is Amended, Effective as of the Date Hereof, as Follows: 1. Your Base Salary Referred to in the First Sentence of Section 3(a) Shall Be Changed to $350,000, Effective March 11, 2013. 2. Section 3(b) of the Letter Agreement Is Hereby Amended to Read in Its Entirety as Follows

from 10-K/A 1 page Reference Is Made to the Grant of a Nonqualified Option to Purchase 50,000 Shares of the Company’s Common Stock Made to You on November 14, 2012 (The “2012 Option”) as Evidenced by the Option Agreement Dated November 14, 2012 (The “Option Agreement”). Notwithstanding Anything to the Contrary Contained in the Option Agreement, in the Event of the Termination of Your Employment by the Company Without Cause or by You for Good Reason (As Such Terms Are Defined in Your Letter Agreement With the Company Dated as of February 11, 2011), in Either Case Within Twelve (12) Months Following a Change of Control of WebMD (As Defined in the WebMD Amended and Restated 2005 Long-Term Incentive Plan), the 2012 Option, to the Extent Unvested, Shall Remain Outstanding and Continue to Vest as if You Remained in the Employ of the Company Until the First Anniversary of Such Date of Termination, Subject to a Release of Claims (As Described Your Letter Agreement) Being Executed by You and Becoming Effective and Your Continued Compliance With the Restrictive Covenant Agreements You Have Signed in Connection With Your Employment. Except as Set Forth Herein, the Option Agreement Remains in Full Force and Effect. Sincerely, /S/ Douglas W. Wamsley Douglas W. Wamsley Evp-General Counsel Agreed To: /S/ Michael Glick Michael Glick

from 10-K/A 5 pages 2. Title; Duties. Your Title Is Senior Vice President – Legal of the Company. It Is Expected That You Will Continue (Including Following the Occurrence of a Change of Control of the Company (As Defined on Annex A)) to Use Your Best and Most Diligent Efforts to Perform Your Duties and Promote the Interests of the Company and Its Affiliates and Will Devote All of Your Business Time and Attention to Your Employment With the Company. You Agree to Perform Your Duties for the Company in Accordance With the Company’s Policies and Procedures, Including, Without Limitation, Its Code of Conduct. 3. Base Salary and Bonus. (A) Your Current Annual Base Salary Is $200,000 (As It May Be Increased “Base Salary”) and Will Be Paid in Accordance With the Company’s Prevailing Payroll Practices. (B) You Will Be Eligible to Receive an Annual Bonus, the Amount of Which Will Be Determined in the Company’s Discretion or in Accordance With a Written Bonus Plan Applicable to You (If Any). 4. Benefits. You Will Continue to Be Eligible to Participate in the Employee Benefit Programs of the Company in Accordance With the Terms of Such Programs, as They May Be Amended From Time to Time. 5. Termination of Employment

from 10-K/A 3 pages March 5, 2013 Doug Wamsley C/O WebMD Health Corp. 111 Eighth Avenue New York, Ny 10011 Dear Doug,

from 10-K/A 2 pages Material contract

from 10-K/A 4 pages The Purpose of This Letter Amendment Is to Amend the Letter Agreement Between You and WebMD Health Corp. (Previously Known as Webmd Health Holdings, Inc., the “Company”) Dated as of July 14, 2005 (The “Agreement”) in a Manner Intended to Bring the Agreement Into Compliance With Section 409a of the Internal Revenue Code of 1986, as Amended, and the Final Regulations Issued Thereunder. Accordingly, Your Execution of This Letter Amendment Indicates Your Agreement to the Amendment of the Agreement as Set Forth Below: 1. Section 2(b) Is Amended by Deleting the Last Sentence Thereof. 2. Section 6 Is Amended in Its Entirety to Read as Follows

from 10-K/A 2 pages Reference Is Made to the Grant of (I) a Nonqualified Option to Purchase 80,000 Shares of WebMD Health Corp.’s (The “Company”) Common Stock Made to You on March 25, 2015 (The “2015 Option”) as Evidenced by the Option Agreement Dated March 25, 2015 (The “Option Agreement”) and (II) 40,000 Shares of the Company’s Restricted Common Stock Made to You on the Same Date (The “2015 Restricted Stock Grant” and Collectively With the 2015 Option, the “2015 Grants”) and Evidenced by a Restricted Stock Agreement Dated March 25, 2015 (The “Restricted Stock Agreement”)

from 10-K/A 2 pages Reference Is Made to the Grant of (I) a Nonqualified Option to Purchase 42,500 Shares of WebMD Health Corp.’s (The “Company”) Common Stock Made to You on March 25, 2015 (The “2015 Option”) as Evidenced by the Option Agreement Dated March 25, 2015 (The “Option Agreement”) and (II) 16,000 Shares of the Company’s Restricted Common Stock Made to You on the Same Date (The “2015 Restricted Stock Grant” and Collectively With the 2015 Option, the “2015 Grants”) and Evidenced by a Restricted Stock Agreement Dated March 25, 2015 (The “Restricted Stock Agreement”)