Sample Business Contracts

Letter Agreement re: Healtheon and WebMD Merger and Employment Agreement - Healtheon Corp., WebMD Inc. and Jeffrey T. Arnold

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Employment Contract. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
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Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                               JEFFREY T. ARNOLD
                                  WebMD, Inc.
                             400 The Lenox Building
                            3399 Peachtree Road, NE
                               Atlanta, GA 30326


                                  May 20, 1999


WebMD, Inc.                                            Healtheon Corporation
400 The Lenox Building                                 4600 Patrick Henrey Road
3399 Peachtree Road, NE                                Santa Clara, CA 95054
Atlanta, GA 30326


Ladies and Gentlemen:

          Reference is hereby made to the Agreement and Plan of Reorganization
by and among Healtheon Corporation, Water Acquisition Corp. and WebMD, Inc.,
dated as of the date hereof (the "Merger Agreement") and to the Employment
Agreement by and between WebMD, Inc. and mo. dated as of September 30, 1998
(the "Employment Agreement"). Capitalized terms used herein which are not
defined herein shall have their respective meanings set forth in the Employment
Agreement. This letter is to confirm that, subject to the terms and conditions
set forth below, I hereby waive the acceleration of vesting and exercisability
of my Options granted pursuant to the Employment Agreement which occur upon the
consummation of the transactions contemplated by the Merger Agreement (the
"Merger"). Notwithstanding the foregoing, if at any time following such Merger,
I am terminated other than for Cause, including, without limitation, if I am
terminated in a Constructive Termination, then all of my Options granted
pursuant to the Employment Agreement shall immediately vest and become fully
exercisable on the date of such termination.


          With respect to the Offer to Purchase, I hereby confirm that I will
mutually agree with W. Michael Long with respect to the number of shares of
Series F Preferred Stock that I may tender to Microsoft.


                                        Very truly yours,


                                        /s/ Jeffrey T. Arnold
                                        ---------------------------------------
                                            Jeffrey T. Arnold


ACKNOWLEDGED AND AGREED:

<TABLE>
<S>                                     <C>
WEBMD, INC.                             HEALTHEON CORPORATION

By:  /s/ W. Michael Heekin              By:  /s/ Jack Dennison
   -----------------------------------       -----------------------------------
   Name: W. Michael Heekin                   Name: Jack Dennison
   Title: Executive Vice President           Title: Vice President

Date: May 20, 1999                      Date: May 20, 1999
</TABLE>