Filed by Bowne Pure Compliance





Exhibit 10.3




EMPLOYMENT AGREEMENT




This Employment Agreement (“Agreement”) is effective as of the 30th day of June,
2008, by and between Mark Thierer (“Executive”) and SXC Health Solutions Corporation and its
subsidiary, SXC Health Solutions, Inc. (collectively, the “Company”).



RECITALS




A. The Company desires to continue to employ Executive under the terms and conditions set
forth in this Agreement and Executive desires to continue to be employed by the Company under the
terms and conditions set forth in this Agreement.



B. Immediately prior to the effective date of this Agreement, Executive was employed as the
Company’s President and Chief Operating Officer. Effective June 30, 2008, Executive became the
Company’s President and Chief Executive Officer. This Agreement memorializes certain terms and
conditions of Executive’s employment with the Company as its President and Chief Executive Officer.



C. Executive acknowledges that as a member of the Company’s senior management team (“Senior
Executive Team”), he is one of the persons charged with responsibility for the implementation of
the Company’s business plans, and that Executive is one of only a few employees who will have
regular and complete access to various confidential and/or proprietary information relating to the
Company. Further, Executive acknowledges that his covenants to the Company hereinafter set forth,
specifically including but not limited to his covenant not to engage in competition with the
Company, are being made in partial consideration of the Company’s willingness to continue to employ
Executive under the terms and conditions set forth in this Agreement. As a condition of that
employment, the Company requires that this Agreement be entered into pursuant to which Executive
furnishes the Company with, among other things, certain covenants of Executive, including
Executive’s covenant not to compete with the businesses of the Company for a reasonable period of
time.



AGREEMENT




NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby mutually acknowledged, the parties hereby agree as follows:



ARTICLE I

EMPLOYMENT RELATIONSHIP




1.1 Employment. Subject to the terms and conditions of this Agreement, the Company
hereby agrees to employ Executive to serve as the Company’s President and Chief Executive Officer,
and Executive hereby accepts such employment, and agrees to perform his duties and
responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and
efficient manner.


 


 









 





1.2 Duties. Executive shall be the Company’s President and Chief Executive Officer,
and shall participate as a member of the Company’s Senior Executive Team. Executive shall report to
the Company’s Board of Directors. Executive shall perform his duties under this Agreement at the
Company’s facilities in Lisle, Illinois or any subsequent location of the Company’s primary
administrative operations.



1.3 Officer Position/Resignation of Board Membership. Executive is an officer of the
Company. The Company covenants and agrees that (i) Executive currently is a member of its Board of
Directors, and (ii) Executive shall be slated as a nominee to the Company’s Board of Directors for
so long as he remains the Company’s Chief Executive Officer. Executive shall resign his position as
an officer of the Company and membership on the Company’s Board of Directors if his employment with
the Company as its Chief Executive Officer terminates for any reason, with his resignation being
effective no later than the effective date of the termination of his employment.



1.4 Exclusive Employment. While employed by the Company hereunder, Executive covenants
to the Company that he will devote his entire business time, energy, attention and skill to the
Company (except for permitted vacation periods and periods of illness or other incapacity), and use
his good faith best efforts to promote the interests of the Company. The foregoing shall not be
construed as prohibiting Executive from spending such time as may be reasonably necessary to attend
to his personal affairs and investments so long as such activities do not conflict or interfere
with Executive’s obligations and/or timely performance of his duties to the Company.



1.5 Executive Representations and Warranties as to Employability. Executive hereby
represents and warrants to the Company that:




(a) The execution, delivery and performance by Executive of this Agreement and any
other agreements contemplated hereby to which Executive is a party do not and shall not
conflict with, breach, violate or cause a default under any contract, agreement, instrument,
order, judgment or decree to which Executive is a party or by which he is bound;




(b) Executive is not a party to or bound by any employment agreement, non-competition
agreement or confidentiality agreement with any other person or entity (or if a party to
such an agreement, Executive has disclosed the material terms thereof to the Board prior to
the execution hereof and promptly after the date hereof shall deliver a copy of such
agreement to the Board);




(c) Upon the execution and delivery of this Agreement by the Company, this Agreement
shall be the valid and binding obligation of Executive, enforceable in accordance with its
terms; and




(d) Executive hereby acknowledges and represents that he has been given the opportunity
to consult with independent legal counsel regarding Executive’s rights and obligations under
this Agreement and that he fully understands the terms and conditions contained herein.


 


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ARTICLE II

PERIOD OF EMPLOYMENT




2.1 Employment Period. Executive’s employment hereunder shall commence on June
30th, 2008, and shall continue hereunder until the date fixed by the provisions of
section 2.2 hereof, subject to the early termination provisions of Article V hereof (the
“Employment Period”).



2.2 Initial Term of Employment Period and Extension Terms. The Employment Period shall
initially continue for a term commencing on the date set forth in section 2.1, above, and ending on
June 29, 2011 (the “Initial Term”). The Employment Period shall be automatically extended for
successive one (1) year periods following the expiration of the Initial Term (each period being
hereinafter referred to as an “Extension Term”) upon the same terms and conditions provided for
herein unless either party provides the other party with advance written notice of its or
Executive’s intention not to extend the Employment Period; provided, however, that such notice must
be delivered by the non-extending party to the other party not later than sixty (60) days prior to
the expiration of the Initial Term or any Extension Term, as the case may be. If the Employment
Period is not extended as a result of notice to Executive by the Company, and Executive’s
employment with the Company terminates as a result thereof, then Executive’s termination shall be a
treated as a Termination by the Company without Cause for purposes of section 5.2 hereof.



ARTICLE III

COMPENSATION




3.1 Annual Base Compensation. During the Employment Period the Company shall pay to
Executive an annual base salary in the amount of Four Hundred Twenty Five Thousand and 00/100
Dollars ($425,000.00) (the “Annual Base Compensation”). The Annual Base Compensation shall be paid
in regular installments in accordance with the Company’s regular payroll practices, and shall be
subject to all required federal, state and local withholding taxes. Executive’s Annual Base
Compensation shall be reviewed annually by the Compensation Committee of the Company’s Board of
Directors, which shall make a recommendation for possible salary modifications subject to approval
by the Company’s Board of Directors, and any such modified amount shall become the Annual Base
Compensation hereunder.



3.2 Executive Performance Bonus. In respect of each calendar year falling within the
Employment Period, Executive shall be eligible to earn an incentive compensation bonus, depending
upon the achievement of the Company’s and Executive’s performance objectives (the “Incentive
Compensation Bonus”). The amount of the Incentive Compensation Bonus shall be targeted at one
hundred percent (100%) of Executive’s Annual Base Compensation (“Target Incentive Compensation
Bonus”) and capped at two hundred percent (200%) of Executive’s Annual Base Compensation with the
specific percentage determined by the Company’s Board of Directors after the close of the Company’s
fiscal year (December 31).



 


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The Incentive Compensation Bonus, if any, shall be paid to Executive at the same time other members of the Senior
Executive Team are paid their respective incentive compensation bonuses, which shall be in no event
later than the March 15 following the close of the Company’s fiscal year. If Executive’s employment
terminates as a result of a Termination for Cause or a resignation that is not a Resignation for
Good Reason, then no Incentive Compensation Bonus shall be paid to Executive for the calendar year
in which the termination occurred. To the extent practicable, the Company’s Board of Directors will
notify Executive of Executive’s performance objectives for the year in January of that year.



3.3 Expenses. During the Employment Period, Executive shall be entitled to
reimbursement of all business expenses reasonably incurred in the performance of Executive’s duties
for the Company, including reasonable travel-related expenses, upon submission of all receipts and
accounts with respect thereto, and approval by the Company thereof, in accordance with the then
current business expense reimbursement policies of the Company.



3.4 Vacation. Executive shall be entitled to accrue over the course of the calendar
year paid vacation time in accordance with the Company’s then current vacation policy.



3.5 Insurance. The Company shall provide Executive with the following insurance
benefits during the Employment Period:




a. Dental, vision and supplemental health insurance in accordance with the terms and
conditions of the applicable plans and Company policies then in effect.




b. A term life insurance policy with a death benefit in the amount of 2.5 times
Executive’s Annual Base Compensation in accordance with the applicable plans and Company
policies then in effect, subject to a maximum death benefit of $500,000.00.




c. Additional Executive Group Life Insurance in the amount of $500,000.00 (contingent
upon insurance company approval).




d. Accidental death and dismemberment insurance in accordance with the applicable plans
and Company policies then in effect.




e. Short and long-term disability insurance in accordance with the applicable plans and
Company policies then in effect.



3.6 Retirement Plan. Executive shall be eligible to participate in the Company’s
deferred compensation plans, including its 401(k) plan.


 


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3.7 Grant of Stock Options/Existing Stock.




a. In addition to and not in lieu of any stock options previously granted to Executive,
on or around August 10, 2008, following the black out period related to the meeting of the
Board of Directors scheduled around that date (“Board Meeting”), Executive shall be granted
options (“Options”) to purchase 135,000 shares of common
stock of the Company. The Options are subject to the Company’s Stock Option Plan then in
operation at the time they are granted as may be amended from time to time. The Options
shall be granted at an exercise price equal to the fair market value of a share of Company
common stock as defined by the plan document. The options shall vest in one-fourth
increments annually on the anniversary of the grant date, becoming fully vested four years
after the grant date. Other than as discussed in Section 5.2(f) of this Agreement, the
options shall expire five (5) years from the grant date.




b. Upon either Executive’s Resignation for Good Reason, the termination of Executive’s
employment through a Termination by the Company without Cause or due to Death or Total
Disability, or upon Termination due to a Change of Control, all unvested Options shall
immediately vest. For clarification, no previously unvested Options shall vest if
Executive’s employment with the Company terminates through either a Termination by the
Company for Cause or a resignation by the Executive that does not constitute a Resignation
for Good Reason.



3.8 Stock Option Plan. Executive shall be permitted to participate in the Company’s
Stock Option Plan in the same manner as the Company’s other Senior Executive Team members, with
future annual grants based on Executive’s performance as determined by the Company’s Board of
Directors.



3.9 Other Fringe Benefits. During the Employment Period, Executive shall be entitled
to receive such of the Company’s other fringe benefits as are being provided to other Executives of
the Company on the Senior Executive Team.



3.10 Vehicle Allowance. Executive shall receive a monthly payment of Eight Hundred
Seventy Five and 00/100 Dollars ($875.00) for Executive’s use of a personal automobile for business
use (“Vehicle Allowance”). The Vehicle Allowance shall be subject to all required federal, state
and local withholding.



ARTICLE IV

COVENANTS OF EXECUTIVE




4.1 Covenants Regarding Developments. Executive agrees as follows with regard to any
developments that relate to the Company’s business or Confidential and Proprietary Information, or
that Executive conceives, makes, develops or acquires, including, but not limited to, any trade
secrets, discoveries, inventions, improvements, ideas, programs, formulas, diagrams, designs, plans
and drawings, whether or not reduced to writing, patented, copyrighted or trademarked
(“Developments”):




(a) Executive shall promptly and fully disclose all Developments to the Company, and
shall prepare, maintain, and make available to the Company adequate and current written
records of such Developments and all modifications, research, and studies made or undertaken
by Executive with respect thereto.




(b) All Developments and related records shall become and remain the exclusive property
of the Company and, to the extent Executive has any rights thereto, Executive hereby assigns
all such rights, title, and interest to the Company.


 


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(c) Upon request by the Company, Executive, at any time, whether during or after
Executive’s employment by the Company, shall execute, acknowledge and deliver to the Company
all assignments and other documents which the Company deems necessary or desirable to: (i)
vest the Company with full and exclusive right, title, and interest to such Developments,
and (ii) enable the Company to file and prosecute an application for, or acquire, maintain
or enforce, all letters of patent, trademark registrations, and copyrights covering such
Developments.




(d) The foregoing provisions regarding assignments do not apply to any Developments for
which no equipment, supplies, facility or trade secret information of the Company was used,
and which were developed entirely on Executive’s own time, unless the Developments: (i)
relate to the Company’s business or to its actual or demonstrably anticipated research or
development, or (ii) result from any work performed by Executive for the Company.



4.2 Ownership and Covenant to Return Documents, etc. Executive agrees that all Company
work product and all documents or other tangible materials (whether originals, copies or
abstracts), including without limitation, price lists, quotation guides, outstanding quotations,
books, records, manuals, files, sales literature, training materials, customer records,
correspondence, computer disks or print-out documents, contracts, orders, messages, phone and
address lists, invoices and receipts, and all objects associated therewith, which in any way relate
to the business or affairs of the Company either furnished to Executive by the Company or are
prepared, compiled or otherwise acquired by Executive during the Employment Period, shall be the
sole and exclusive property of the Company. Executive shall not, except for the use of the Company,
use, copy or duplicate any of the aforementioned documents or objects, nor remove them from the
facilities of the Company, nor use any information concerning them except for the benefit of the
Company, either during the Employment Period or thereafter. Executive agrees that he will deliver
all of the aforementioned documents and objects that may be in his possession to the Company on the
termination of his employment with the Company, or at any other time upon the Company’s request.



4.3 Nondisclosure Covenant. Executive recognizes that by virtue of Executive’s
employment with the Company, Executive will be granted otherwise prohibited access to trade secrets
and other confidential and proprietary information that is not known to its competitors or within
the industry generally, that was developed by the Company over a long period of time and/or at
substantial expense, and which is confidential in nature or otherwise of great competitive value to
the Company. This information (“Confidential and Proprietary Information”) includes, but is not
limited to, the Company’s trade secrets; information relating to the Company’s production practices
and methods of doing business; sales, marketing, and service strategies, programs, and procedures;
contract expiration dates, customers and prospective customers, including, but not limited to,
their particularized requirements and preferences, and the identity, authority, and
responsibilities of their key contact persons; payment methods; service and product costs; profit margins and minimally acceptable profit margins;



 


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 pricing structures and incentive
plans; vendors; financial position and business plans; marketing plans; computer programs and
databases; research projects; new product and service developments; and any other information of
the Company or any of its vendors or customers that the Company informs Executive, or which
Executive should know by virtue of his position or the circumstances in which he learned it, is to
be kept confidential. Confidential and Proprietary Information does not include information that is
(i) in the public domain (except as a result of a breach of this Agreement or Executive’s
obligations under a statutory or common law obligation) or (ii) obtained by Executive from a third
party subsequent to the termination of Executive’s employment with the Company (except where the
third party obtains the information in violation of a contractual obligation, a statutory or common
law obligation). Executive agrees that during the Employment Period and at all times thereafter (a)
Executive will not disclose, use or permit others to use any Confidential and Proprietary
Information, or otherwise make use of any of it for his own purposes or the purposes of another,
except as required in the course of his employment for the benefit of the Company or as required by
law, and (b) Executive will take all reasonable measures, in accordance with the Company’s
policies, procedures, and instructions, to protect the Confidential and Proprietary Information
from any accidental or unauthorized disclosure or use.



4.4 Noninterference Covenant. Executive agrees that during the Employment Period and
for the twelve (12) month period thereafter (“Restricted Period”), he will not, for any reason,
directly or indirectly solicit, hire, or otherwise do any act or thing which may induce any other
employee of the Company (who is employed by the Company at the end of Executive’s employment with
the Company) to leave the employ of the Company.



4.5 Covenant of Nonsolicitation of Customers. Executive acknowledges the Company’s
legitimate interest in protecting its customers for a reasonable period of time following the
termination of Executive’s employment. Accordingly, Executive agrees that during the Restricted
Period, Executive will not: (a) directly or indirectly, solicit or accept business from, or provide
products or services to, any Customer, where such business, products or services would be
competitive with the Company’s business, products or services as described in Section 4.6, or (b)
do any act or thing which may interfere with or adversely affect the relationship (contractual or
otherwise) of the Company with any Customer or vendor of the Company or induce any such Customer or
vendor to cease doing business with the Company. For purposes of this paragraph, the term
“Customer” means (i) a customer of the Company to which Executive sold or provided the Company’s
products or services at any time during the two (2) year period immediately preceding the
termination of Executive’s employment, (ii) any entity for which Executive orchestrated, developed,
supervised, coordinated or participated in marketing strategy, marketing plans and marketing
campaigns on behalf of the Company at any time during the two (2) year period immediately preceding
the termination of Executive’s employment, or (iii) any entity as to which Executive acquired
Confidential and Proprietary Information at any time during Executive’s employment with the
Company.


 


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4.6 Covenant Not to Compete. Executive expressly acknowledges that (i) the Company is
and will be engaged in the business of providing pharmacy benefit management services and
healthcare transaction processing services and information technology solutions to the
pharmaceutical industry, including without limitation: (x) pharmacy benefits services and
analytics software and related ASP services, including claims processing, pharmacy networks, data
warehousing and information analysis, rebate contracting and formulary management, clinical
initiatives, mail order pharmacy services, specialty pharmacy services, and consumer web services;
(y) pharmacy practice management and point of sale (POS) systems for retail pharmacy (independents
and chains), institutional/nursing home pharmacy, and high-volume mail order pharmacy; and (z)
specialty pharmacy products and services; (ii) Executive is one of a limited number of persons who
has extensive knowledge and expertise relevant to the businesses of the Company; (iii) Executive’s
performance of his services for the Company hereunder will afford Executive full and complete
access to and cause Executive to become highly knowledgeable about the Company’s Confidential and
Proprietary Information; (iv) the agreements and covenants contained in this section 4.6 are
essential to protect the business and goodwill of the Company, because, if Executive enters into
any activities competitive with the businesses of the Company, Executive will cause substantial
harm to the Company; (v) Executive will be exposed to the Company’s largest customers; (vi) the
business territory of the Company at the time this Agreement was entered into constitutes the
United States and Canada (“Business Territory”); and (vii) Executive’s covenants to the Company set
forth in this section 4.6 are being made in consideration of the Company’s willingness to employ
him. Accordingly, Executive hereby agrees that during the Restricted Period, Executive shall not,
within the Business Territory, directly or indirectly own any interest in, invest in, lend to,
borrow from, manage, control, participate in, consult with, become employed by, render services to,
or in any other manner whatsoever engage in, any business which is competitive with any business
actively being engaged in by the Company or actively (and demonstrably) being considered by the
Company for entry into on the date of the termination of Executive’s employment with the Company.
The preceding to the contrary notwithstanding, Executive shall be free to make investments in the
publicly traded securities of any corporation, provided that such investments do not amount to more
than 1% of the outstanding securities of any class of such corporation.



4.7 Remedies for Breach. Executive recognizes that the rights and privileges granted
to Executive by this Agreement, and Executive’s corresponding covenants to the Company, are of a
special, unique, and extraordinary character, the loss of which cannot reasonably or adequately be
compensated for in damages in any action at law or through the offset or withholding of any monies
to which Executive might be entitled from the Company. Accordingly, Executive understands and
agrees that the Company shall be entitled to equitable relief, including a temporary restraining
order and preliminary and permanent injunctive relief, to prevent or enjoin a breach of this
Agreement. Executive also understands and agrees that any such equitable relief shall be in
addition to, and not in substitution for, any other relief to which the Company may be entitled.



ARTICLE V

TERMINATION




5.1 Termination and Triggering Events. Notwithstanding anything to the contrary
elsewhere contained in this Agreement, the Employment Period shall terminate at the expiration of
the Initial Term or any Extension Term upon notice as provided in section 2.2, or prior to the
expiration of the Initial Term or any Extension Term upon the occurrence of any of the following
events (hereinafter referred to as “Triggering Events”): (a) Executive’s death; (b) Executive’s
Total Disability; (c) Executive’s Resignation; (d) Termination by the Company for Cause; (e)
Termination by the Company without Cause; (f) Termination Arising Out of a Change of Control; or
(g) Resignation for Good Reason.


 


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5.2 Rights Upon Occurrence of a Triggering Event. Subject to the provisions of section
5.3 hereof, the rights of the parties upon the occurrence of a Triggering Event prior to the
expiration of the Initial Term or any Extension Term shall be as follows:




(a) Death or Total Disability. If the Triggering Event was Executive’s Death or
Total Disability, then Executive shall be entitled to receive (i) Executive’s Annual Base
Compensation and accrued but unpaid vacation through the date thereof; and (ii) payment of a
Executive’s Incentive Compensation Bonus for the year in which the termination occurred, if
any, pro rated to Executive’s date of termination.




(b) Resignation or Termination by the Company for Cause. If the Triggering
Event was Executive’s Resignation (other than a Resignation for Good Reason) or a
Termination by the Company for Cause, then Executive shall be entitled to receive
Executive’s Annual Base Compensation and accrued but unused vacation time through the date
of the Triggering Event, and to continue to participate in the Company’s executive welfare
plans and programs (including, without limitations, health insurance plans) through the date
of the Triggering Event and, thereafter, only to the extent permitted under the terms of
such plans and programs.




(c) Termination by Company without Cause/Resignation for Good Reason. If the
Triggering Event was a Termination by the Company without Cause (that is not a Termination
Arising Out of a Change of Control) or a Resignation for Good Reason, then Executive shall
be entitled to receive (i) Executive’s Annual Base Compensation and accrued but unpaid
vacation through the date thereof; (ii) payment of Executive’s Target Incentive Compensation
Bonus for the year in which the termination occurred, if any, pro rated to Executive’s date
of termination (payable at the same time other members of the Senior Executive Team are paid
their respective incentive compensation bonuses); and (iii) the Severance Benefit. Executive
shall receive the benefits provided in subsections 5.2(c)(ii) and (iii) within thirty (30)
days of Executive signing a Separation Agreement and General Release similar to that
attached hereto as Exhibit A.




(d) Termination Arising Out of a Change of Control. If the Triggering Event was
a Termination Arising Out of a Change of Control, then Executive shall be entitled to
receive (i) Executive’s Annual Base Compensation and accrued but unpaid vacation through the
date thereof; (ii) payment of Executive’s Target Incentive Compensation Bonus for the year
in which the termination occurred, if any, pro rated to Executive’s date of termination
(payable at the same time other members of the Senior Executive Team are paid their
respective incentive compensation bonuses); and (iii) the Change of Control Severance
Benefit. Executive shall receive the benefits provided in subsections 5.2(d)(ii) and (iii)
in a single sum payable on the six (6) month anniversary of the Triggering Event (or, if
earlier, upon the death of the Executive, pursuant to Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), contingent on Executive signing a Separation
Agreement and General Release similar to that attached hereto as Exhibit A.


 


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(e) Cessation of Entitlements and Company Right of Offset. Except as otherwise
expressly provided herein, all of Executive’s rights to salary, benefits, and bonuses
hereunder (if any) which would otherwise accrue after the termination of the Employment
Period shall cease upon the date of such termination. The Company may offset any loans, cash
advances or fixed amounts which Executive owes the Company against any amounts it owes
Executive under this Agreement.




(f) Treatment of Options. Executive shall exercise any vested options,
including without limitation, any vested Options granted under this Agreement within ninety
(90) days from date of the termination of his employment or those options shall expire.




(g) No Duplication of Benefits. For clarification, Executive shall receive
benefits under only one subsection 5.2(a) through 5.2(d) of this Agreement.



For further clarity, the payments provided for in subsections 5.2(b), 5.2(c), and 5.2(d) of
this Agreement will not be subject to any reduction or elimination, except as provided by
subsection 5.2(e), or if Executive breaches any of his obligations under Article IV of this
Agreement, but will not be reduced should Executive obtain alternative employment in accord with
Article IV.



5.3 Survival of Certain Obligations. The provisions of Articles IV and VI shall
survive any termination of the Employment Period, whether by reason of the occurrence of a
Triggering Event or the expiration of the Initial Term or any Extension Term.




5.4 Definitions. For purposes of Article V, the following definitions apply:




(a) “Change of Control Severance Benefit” means:




(1) A lump-sum payment, less required tax withholding, equal to three times
Executive’s Annual Base Compensation at the time of the termination of Executive’s
employment;




(2) Three times the Target Incentive Compensation Bonus (not pro rated) for the
year in which Executive’s employment terminated.




(3) Payment of the COBRA insurance continuation benefit on behalf of Executive,
his spouse and their eligible dependents for eighteen (18) months following the
termination of Executive’s employment; provided, the necessary elections are made by
Executive, his spouse and their dependents and Executive, his spouse and their
dependents remain eligible to receive COBRA insurance continuation benefits; and




(4) Outplacement services for up to twelve (12) months following the effective
date of the termination of Executive’s employment with the Company through an
outplacement firm selected by Executive and approved by the Compensation Committee
of the Company’s Board of Directors.


 


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(b) “Resignation” means a voluntary termination of Executive’s employment with the
Company that is not a Resignation for Good Reason.




(c) “Resignation for Good Reason” means a voluntary termination of Executive’s
employment hereunder on account of, and within ninety (90) days after, the occurrence of one
or more of the following events:




(i) The assignment to Executive of any duties inconsistent in any material
respect with Executive’s position (including status, offices and titles), authority,
duties or responsibilities as contemplated by section 1.2 hereof which results in a
diminution of Executive’s position, excluding for this purpose an isolated,
insubstantial or inadvertent action not taken in bad faith and which is remedied by
the Company within thirty (30) days after receipt of written notice thereof given by
Executive;




(ii) The failure of the Company to comply with any of the material provisions
of this Agreement, other than an isolated, insubstantial or inadvertent action not
taken in bad faith and which is remedied by the Company within thirty (30) days
after receipt of written notice thereof given by Executive; or




(iii) Executive is required to relocate his principal business office or his
principal residence outside of the Chicago metropolitan area, or the Company assigns
Executive duties that could reasonably require such a relocation unless, within
thirty (30) days of receipt of written notice by Executive, the Company removes the
assignment of the duties that necessitated or could necessitate the relocation; or




(iv) The material diminution of Executive’s Annual Base Compensation, excluding
for this purpose an isolated, insubstantial or inadvertent action not taken in bad
faith and which is remedied by the Company within thirty (30) days after receipt of
written notice thereof given by Executive.




(d) “Severance Benefit” means:




(1) A lump-sum payment, less required tax withholding, equal to two (2) times
Executive’s Annual Base Compensation at the time of the termination of Executive’s
employment;




(2) Two times the Target Incentive Compensation Bonus (not pro rated) for the
year in which Executive’s employment terminated.


 


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(3) Payment of the COBRA insurance continuation benefit on behalf of Executive,
his spouse and their eligible dependents for eighteen (18) months following the
termination of Executive’s employment; provided, the necessary elections are made by
Executive, his spouse and their dependents and Executive, his spouse and their
dependents remain eligible to receive COBRA insurance continuation benefits; and




(4) Outplacement services for up to twelve (12) months following the effective
date of the termination of Executive’s employment with the Company through an
outplacement firm selected by Executive and approved by the Compensation Committee
of the Company’s Board of Directors.




(e) A “Termination Arising Out of a Change of Control” occurs when Executive resigns or
if Executive is subject to a Termination by the Company for Cause or a Termination by the
Company without Cause within twelve (12) months of a “Change of Control,” which shall be
defined under this Agreement to mean any of the following occurrences:




(i) Any person, other than SXC Health Solutions Corporation or an employee
benefit plan of SXC Health Solutions Corporation, acquires directly or indirectly
the Beneficial Ownership (as defined in section 13(d) of the Securities Exchange Act
of 1934, as amended) of any voting security of SXC Health Solutions Corporation and
becomes, immediately after and as a result of such acquisition, directly or
indirectly, the Beneficial Owner of voting securities representing 50% or more of
the total voting power of all of the then-outstanding voting securities of SXC
Health Solutions Corporation;




(ii) The shareholders of SXC Health Solutions Corporation approve a merger,
consolidation, recapitalization, or reorganization of SXC Health Solutions
Corporation, a reverse stock split of outstanding voting securities, or consummation
of any such transaction if shareholder approval is not sought or obtained, other
than any such transaction that would result in at least 75% of the total voting
power represented by the voting securities of the surviving entity outstanding
immediately after, and as a result of such transaction, being Beneficially Owned by
at least 75% of the holders of outstanding voting securities of SXC Health Solutions
Corporation immediately prior to the transaction, with the voting power of each such
continuing holder relative to other such continuing holders not substantially
altered in the transaction; or




(iii) The shareholders of SXC Health Solutions Corporation approve a plan of
complete liquidation of SXC Health Solutions Corporation or SXC Health Solutions,
Inc. or an agreement for the sale or disposition by SXC Health Solutions
Corporation of all or a substantial portion of assets (i.e., 50% or more) of
the total assets of SXC Health Solutions Corporation or SXC Health Solutions, Inc.


 


12









 






(f) “Termination by the Company for Cause” means termination by the Company of
Executive’s employment for:




(i) The failure of Executive to comply with any of the material provisions of
this Agreement, other than an isolated, insubstantial or inadvertent action not
taken in bad faith and which is remedied by Executive within thirty (30) days after
receipt of written notice thereof given by the Company;




(ii) A conviction of Executive by a court of competent jurisdiction of a
felony;




(iii) The refusal, failure, or neglect of Executive to perform his duties under
this Agreement in a manner that is materially detrimental to the business or
reputation of the Company unless remedied by Executive within thirty (30) days after
receipt of written notice thereof given by the Company; provided, however, that
termination by the Company because of Executive’s poor performance of his job duties
shall not constitute a Termination by the Company for Cause;




(iv) The engagement by Executive in illegal, unethical or other wrongful
conduct that is materially detrimental to the business or reputation of the Company;
or




(v) The pursuit by Executive of interests that are materially adverse to the
Company unless remedied by Executive within thirty (30) days after receipt of
written notice thereof given by the Company.




 A termination of Executive’s employment for Cause shall be effected in accordance with
the following procedures. The Company shall give Executive written notice (“Notice of
Termination for Cause”) of its intention to terminate Executive’s employment for Cause,
setting forth in reasonable detail the specific conduct of Executive that it considers to
constitute Cause and the specific provision(s) of this Agreement on which it relies, and
stating the date, time and place of the Board Meeting for Cause. The “Board Meeting for
Cause” means a meeting of the Board at which Executive’s termination for Cause will be
considered, that takes place not less than ten (10) and not more than twenty (20) business
days after Executive received the Notice of Termination for Cause. Executive shall be given
an opportunity, together with counsel, to be heard at the Board Meeting for Cause.
Executive’s termination for Cause shall be effective when and if a resolution is duly
adopted at the Board Meeting for Cause by simple majority vote of the entire membership of
the Board of the Company, stating that in the good faith opinion of the Board of the
Company, the Executive engaged in the conduct described in the Notice of Termination for
Cause, and that such conduct constitutes Cause under this Agreement.


 


13









 






(g) “Termination by the Company without Cause” means a termination of Executive’s
employment by the Company which is not a Termination by the Company for Cause.




(h) “Total Disability” means Executive’s inability, because of illness, injury or other
physical or mental incapacity, to perform Executive’s duties hereunder (as determined by the
Board in good faith) for a continuous period of one hundred eighty (180) consecutive days,
or for a total of one hundred eighty (180) days within any three hundred sixty (360)
consecutive day period, in which case such Total Disability shall be deemed to have occurred
on the last day of such one hundred eighty (180) day or three hundred sixty (360) day
period, as applicable.



ARTICLE VI

GENERAL




6.1 Governing Law. This Agreement shall be subject to and governed by the laws of the
State of Illinois without regard to any choice of law or conflicts of law rules or provisions
(whether of the State of Illinois or any other jurisdiction), irrespective of the fact that
Executive may become a resident of a different state.



6.2 Binding Effect. The Agreement shall be binding upon and inure to the benefit of
the Company, its successors and assigns, and Executive and Executive’s executors, administrators,
personal representatives and heirs.



6.3 Assignment. Executive expressly agrees for Executive and on behalf of Executive’s
executors, administrators and heirs, that this Agreement and Executive’s obligations, rights,
interests and benefits hereunder shall not be assigned, transferred, pledged or hypothecated in any
way by Executive, Executive’s executors, administrators or heirs, and shall not be subject to
execution, attachment or similar process. Any attempt to assign, transfer, pledge, hypothecate or
otherwise dispose of this Agreement or any such rights, interests and benefits thereunder contrary
to the foregoing provisions, or the levy of any attachment or similar process thereupon shall be
null and void and without effect and shall relieve the Company of any and all liability hereunder.
This Agreement shall be assignable and transferable by the Company (but the Company shall not be
required to assign or transfer this Agreement) to any successor in interest without the consent of
Executive.



6.4 Complete Understanding. This Agreement constitutes the complete understanding
among the parties hereto with regard to the subject matter hereof, and supersedes any and all prior
agreements and understandings relating to the employment of Executive by the Company, other than
any equity grant agreements previously entered into between Executive and the Company.



6.5 Amendments. No change, modification or amendment of any provision of this
Agreement shall be valid unless made in writing and signed by all of the parties hereto.



6.6 Waiver. The waiver by the Company of a breach of any provision of this Agreement
by Executive shall not operate or be construed as a waiver of any subsequent breach by
Executive. The waiver by Executive of a breach of any provision of this Agreement by the Company
shall not operate as a waiver of any subsequent breach by the Company.


 


14









 





6.7 Venue, Jurisdiction, Etc. Executive hereby agrees that any suit, action or
proceeding relating in any way to this Agreement shall be brought and enforced in the Eighteenth
Judicial Circuit, DuPage County, State of Illinois or in the District Court of the United States of
America for the Northern District of Illinois, Eastern Division, and in either case Executive
hereby submits to the jurisdiction of each such court. Executive hereby waives and agrees not to
assert, by way of motion or otherwise, in any such suit, action or proceeding, any right of
removal, any claim that Executive is not personally subject to the jurisdiction of the above-named
courts, that the suit, action or proceeding is brought in an inconvenient forum or that the venue
of the suit, action or proceeding is improper. Executive consents and agrees to service of process
or other legal summons for purpose of any such suit, action or proceeding by registered mail
addressed to Executive at Executive’s address listed in the business records of the Company.
Executive and the Company do each hereby waive any right to trial by jury, Executive or it may have
concerning any matter relating to this Agreement.



6.8 Indemnification of Executive. Executive is hereby entitled to indemnification for
Executive’s acts or omissions in Executive’s capacity as an executive or officer of the Company or
member of the Company’s Board of Directors to the same extent as other members of the Senior
Executive Team and Board of Directors and in the manner provided by the Company’s bylaws. In
addition to, and notwithstanding the foregoing, the Company shall indemnify Executive within ten
(10) days of the Company receiving evidence satisfactory to the Company’s Board of Directors of a
liability or expense covered by section 6.8 of this Agreement (“Indemnification Claim”); provided,
the Company shall have the right to assume, at its own expense, the defence of any liability or
expense giving rise to the Indemnification Claim. The provisions of this Section 6.8 shall survive
the termination of this Agreement for any reason.



6.9 Directors and Officers Liability Insurance. The Company shall maintain adequate
Directors and Officers liability insurance coverage, which shall include Executive in his capacity
as an officer and member of the Company’s Board of Directors. The adequacy of the directors and
officers liability insurance coverage shall be determined annually by the Board of Directors in its
reasonable discretion.




6.10 Tax Provisions.




(a) Compliance With Section 409A of the Internal Revenue Code. To the extent
applicable, it is intended that this Agreement comply with the provisions of section 409A of
the Code, so as to prevent the inclusion in gross income of any amounts payable or benefits
provided hereunder in a taxable year that is prior to the taxable year or years in which
such amounts or benefits would otherwise actually be distributed, provided or otherwise made
available to Executive. This Agreement shall be construed, administered, and governed in a
manner consistent with this intent. Any provision that would cause any amount payable or
benefit provided under this Agreement to be includable in the gross income of Executive
under Code section 409A(a)(1) shall have no force and effect unless and until amended to
cause such amount or benefit to not be so includable (which amendment shall be mutually agreed upon by the parties in good faith and may be retroactive
to the extent permitted by Code section 409A).


 


15









 






 In particular, to the extent Executive
becomes entitled to receive a payment or a benefit upon an event that does not constitute a
permitted distribution event under Code section 409A(a)(2), then notwithstanding anything to
the contrary in this Agreement, such payment or benefit will be made or provided to
Executive on the earlier of (i)the date which is 6 months after the effective date of
Executive’s separation from service with Company, or (ii) the date of Executive’s death. Any
reference in this Agreement to Code section 409A shall also include any proposed, temporary
or final regulations, or any other guidance, promulgated with respect to such section by the
U.S. Department of the Treasury or the Internal Revenue Service.




(b) Compliance With Section 162(m) of the Code. Notwithstanding anything
herein to the contrary, if the Company reasonably anticipates that the deduction of any
payment to Executive hereunder will be limited or eliminated by the application of Code
section 162(m), which generally limits the deduction of compensation paid by public
corporations in excess of $1 million annually to certain executives, the payment of such
amount shall be delayed until the earliest date at which the Company reasonably anticipates
that the deduction of the payment would not be limited or eliminated by the application of
Code section 162(m).




(c) Excise Taxes Under Sections 280G and 4999 of the Code. Anything in this
Agreement to the contrary notwithstanding, in the event it shall be determined that
Executive shall become entitled to payments and/or benefits provided by this Agreement or
any other amounts in the “nature of compensation” (whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement with the Company or any affiliate, any
person whose actions result in a change of ownership or effective control of the Company
covered by section 280G(b)(2) of the Code or any person affiliated with the Company or such
person) as a result of such change in ownership or effective control of the Company (a
“Payment”) that would be subject to the excise tax imposed by section 4999 or any
interest or penalties are incurred by Executive with respect to such excise tax (such excise
tax, together with any such interest and penalties, are hereinafter collectively referred to
as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a
“Gross-Up Payment”) in an amount such that after payment by Executive of all taxes
(including any interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with respect thereto)
and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.



6.11 Legal Fees. Executive shall be entitled to be reimbursed for reasonable legal
fees and expenses Executive incurs in the negotiation of this Agreement, up to a maximum of Ten
Thousand and 00/100 Dollars ($10,000) and for the good faith enforcement of any of the terms of
this Agreement. Reasonable legal fees and expenses incurred for the good faith enforcement of any
of the terms of this Agreement shall be reimbursed on an “as incurred” basis; provided the Company
shall have the right to review documentation from Executive’s legal counsel sufficient to establish
the reasonableness and appropriateness of the claimed reimbursement. The review
contemplated by the prior sentence may be accomplished through a review process overseen by a
neutral third party with such process and neutral third party agreed to by Executive and the
Company and paid for by the Company, and the parties shall stipulate that the third party review
process will not have an adverse effect on the ability of either the Executive or the Company to
maintain any attorney-client communication or work product privilege.


 


16









 





6.12 Severability. If any portion of this Agreement shall be for any reason invalid or
unenforceable, the remaining portion or portions shall nevertheless be valid, enforceable and
carried into effect.



6.13 Headings. The headings of this Agreement are inserted for convenience only and
are not to be considered in the construction of the provisions hereof.



6.14 Notices. All notices under this Agreement shall be in writing and shall be deemed
properly sent, (i) when delivered, if by personal service or reputable overnight courier service,
or (ii) when received, if sent by certified or registered mail, postage prepaid, return receipt
requested to the recipient at the address indicated below or otherwise subsequently provided by one
party to the other party:


Notices to Executive:



Mark Thierer

917 Lakewood Drive

Barrington, Illinois 60010



Notices to Company:



SXC Health Solutions, Inc.

Attn: Terrence C. Burke

2441 Warrenville Road, Suite 610

Lisle, Illinois 60532-3642



With Copies to:



Larry Zanger, Esq.

Holland & Knight LLP

131 South Dearborn, 30th Floor

Chicago, Illinois 60603




6.15 Counterparts. This Agreement may be executed in one or more counterparts, all of
which, taken together, shall constitute one and the same agreement.



 


17









 








	 	 	 	 	 	 	 	 	 	 	 
	COMPANY:	 	EXECUTIVE:
	 
	SXC HEALTH SOLUTIONS CORPORATION
 and SXC HEALTH SOLUTIONS, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Terrence C. Burke	 	8/5/08	 	/s/ Mark Thierer	 	 	 	8/5/08            
	 	 	 	 	 
	 	 	Chairman of the
Compensation
Committee of the
Company’s Board of
Directors	 	Date	 	Mark Thierer	 	Date





 


18









 





EXHIBIT A

To Employment Agreement

Between Mark Thierer and

SXC Health Solutions Corporation and SXC Health Solutions, Inc.




CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE




This Confidential Separation Agreement and General Release (“Agreement”) is entered into by
and between Mark Thierer, an individual (“Executive”), and SXC Health Solutions Corporation and its
subsidiary, SXC Health Solutions, Inc. (collectively, the “Company”):



1. Termination of Employment. Executive acknowledges that Executive’s employment with
the Company terminated effective                     
 _____, 200__.



2. Compensation owed. Executive acknowledges receipt of all compensation (including,
but not limited to, any and all overtime, commission, bonus payments and all other benefits except
accrued but unused vacation time) due from the Company through the payroll period immediately prior
to                     
 _____, 200__. Executive and the Company acknowledge that Executive will receive a
lump-sum payment equal to any final compensation (including Executive’s accrued but unused vacation
time of                      (_____) days) accrued but not yet paid to Executive on the Company’s next regular
payday.



3. Separation Benefit: Subject to the provisions of this Agreement, the Company will
pay Executive the benefits set forth in Article V, Subsection 5.2(c) [or (d)] [or (e)](ii) and
(iii) of Executive’s Employment Agreement with the Company (“Separation Benefit”), and at the time
set forth in the Employment Agreement. The Separation Benefit does not constitute nor is it
intended to be any form of compensation to Executive for any services to the Company.



4. Consideration. Executive acknowledges that Executive would not be entitled to the
Separation Benefit provided for in paragraph 3 above in the absence of Executive’s signing of this
Agreement, that the Separation Benefit constitutes a substantial economic benefit to Executive, and
that it constitutes good and valuable consideration for the various commitments undertaken by
Executive in this Agreement.



5. Parties Released. For purposes of this Agreement, the term “Releasees” means the
Company, its past and present parents, subsidiaries, divisions, and affiliated companies; their
respective predecessors, successors, assigns, benefit plans, and plan administrators; and their
respective past and present shareholders, directors, trustees, officers, employees, agents,
attorneys and insurers.


 


 









 





6. General Release. Executive, for and on behalf of Executive and each of Executive’s
personal and legal representatives, heirs, devisees, executors, successors and assigns, hereby
acknowledges full and complete satisfaction of, and fully and forever waives, releases, acquits,
and discharges Releasees from any and all claims, causes of action, demands, liabilities, damages,
obligations, and debts (collectively referred to as “Claims”), of every kind and nature, whether
known or unknown, suspected or unsuspected, or fixed or contingent, which Executive holds as of the
date Executive signs this Agreement, or at any time previously held against Releasees, or any
of them, arising out of any matter whatsoever (with the exception of breaches of this Agreement).
This General Release specifically includes, but is not limited to, any and all Claims:




(a) Arising out of or in any way related to Executive’s employment with the
Company, or the termination of his employment;




(b) Arising out of or in any way related to any contract or agreement between Executive
and the Company;




(c) Arising under or based on the Equal Pay Act of 1963; Title VII of the Civil Rights
Act of 1964, as amended; section 1981 of the Civil Rights Act of 1866; the Americans With
Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Fair Labor Standards
Act of 1938; the National Labor Relations Act; the Worker Adjustment and Retraining
Notification Act of 1988; Employee Retirement Income Security Act of 1974 (ERISA) (excepting
claims for vested benefits, if any, to which Executive is legally entitled thereunder); the
Illinois Constitution; the Illinois Wage Payment and Collection Act; the Illinois Minimum
Wage Law, the Illinois Human Rights Act; and the Illinois Whistleblower Act;




(d) Arising under or based on the Age Discrimination in Employment Act of 1967 (ADEA),
as amended by the Older Workers Benefit Protection Act (OWBPA), and alleging a violation
thereof based on any action or failure to act by Releasees, or any of them, at any time
prior to the effective date of this Agreement; and




(e) Arising out of or in any way related to any federal, state, county or local
constitutional provision, law, statute, ordinance, decision, order, policy or regulation
prohibiting employment discrimination, providing for the payment of wages or benefits,
providing for a paid or unpaid leave of absence; otherwise creating rights or claims for
employees , including, but not limited to, any and all claims alleging breach of public
policy, whistleblowing, retaliation, the implied obligation of good faith and fair dealing;
any express or implied oral or written contract, handbook, manual, policy statement or
employment practice; or alleging misrepresentation, defamation, libel, slander, interference
with contractual relations, intentional or negligent infliction of emotional distress,
invasion of privacy, false imprisonment, assault, battery; fraud, negligence, or wrongful
discharge.



7. Intended Scope of Release. It is the intention of the parties and is fully
understood and agreed by them that this Agreement includes a General Release of all Claims (with
the exception of breaches of this Agreement; Claims that may not, by statute or other legal
authority be released; and Claims for vested benefits, if any, to which Executive is legally
entitled under ERISA), which Executive holds or previously held against Releasees, or any of them,
whether or not they are specifically referred to herein. No reference herein to any specific claim,
statute or obligation is intended to limit the scope of this General Release and, notwithstanding
any such reference, this Agreement shall be effective as a full and final bar to all Claims of
every kind and nature, whether known or unknown, suspected or unsuspected, or fixed or contingent,
released in this Agreement.


 


 









 





8. Executive Waiver of Rights. As part of the foregoing General Release, Executive is
waiving all of Executive’s rights to any recovery, compensation, or other legal, equitable or
injunctive relief (including, but not limited to, compensatory damages, liquidated damages,
punitive damages, back pay, front pay, attorneys’ fees, and reinstatement to employment), from
Releasees, or any of them, in any administrative, arbitral, judicial or other action brought by or
on behalf of Executive in connection with any Claim released in this Agreement.



9. Covenant Not to Sue. In addition to all other obligations contained in this
Agreement, Executive agrees that Executive will not initiate, bring or prosecute any suit or action
against any of Releasees in any federal, state, county or municipal court, with respect to any of
the Claims released in this Agreement. Notwithstanding the forgoing, nothing in this Agreement
shall preclude Executive from bringing suit to challenge the validity or enforceability of this
Agreement under the Age Discrimination in Employment Act as amended by the Older Workers Benefit
Protection Act.



10. Remedies for Breach. If Executive, or anyone on Executive’s behalf, initiates,
brings or prosecutes any suit or action against Releasees, or any of them, in any federal, state,
county or municipal court, with respect to any of the Claims released in this Agreement (except to
challenge the validity or enforceability of this Agreement under the Age Discrimination in
Employment Act as amended by the Older Workers Benefit Protection Act), or if Executive breaches
any of the terms of this Agreement, then Executive shall be liable for the payment of all damages,
costs and expenses (including attorneys’ fees) incurred by Releasees, or any of them, in connection
with such suit, action or breach.



11. No Admission of Liability. Nothing in this Agreement constitutes or shall be
construed as an admission of liability on the part of Releasees, or any of them. Releasees
expressly deny any liability of any kind to Executive, and particularly any liability arising out
of or in any way related to Executive’s employment with the Company or the termination of
Executive’s employment.



12. Post-Employment Covenants.




(a) Executive hereby reaffirms and agrees to abide by all confidentiality and
nondisclosure obligations, nonsolicitation obligations, noncompetition obligations and any
other post-employment obligations to which Executive is subject under any contract or
agreement between Executive and the Company as well as the Illinois Trade Secrets Act, any
other Illinois statute and Illinois common law.




(b) Executive shall keep confidential the circumstances surrounding the termination of
Executive’s employment with the Company, as well as the existence of this Agreement and its
terms, and agrees that neither he, nor Executive’s attorneys, nor any of Executive’s agents,
shall directly or indirectly disclose any such matters (other than to the Equal Employment
Opportunity Commission, the Illinois Human Rights Commission, or any other federal, state or
local fair employment practices agency), unless written consent is given by the Company’s
President, or unless required to comply with any federal, state or local law, rule or order.
However, this paragraph will not prohibit Executive from disclosing the terms of this
Agreement to Executive’s attorneys, accountants or other tax
consultants as necessary for the purpose of securing their professional advice, or in
connection with any suit or action alleging a breach of this Agreement.




(c) Executive agrees that Executive will not access or attempt to access, directly or
indirectly, by any matter whatsoever, the Company’s computer network, including without
limitation, the Company’s e-mail system, the Company’s electronic document storage and
retrieval system, and the Company’s computer network servers and related equipment.


 


 









 





13. Warranty of Return of Company Property. Executive warrants and acknowledges that
Executive has turned over to the Company all equipment or other property issued to Executive’s by
the Company, along with all documents, notes, computer files, and other materials which Executive
had in Executive’s possession or subject to Executive’s control, relating to the Company and/or any
of its customers. Executive further warrants and acknowledges that Executive has not retained any
such documents, notes, computer files or other materials (including any copies or duplicates
thereof).



14. Warranty and Covenant of Nondisparagement. Executive (i) warrants that during the
time period between when Executive was notified of the termination of Executive’s employment with
the Company and Executive’s signing of this Agreement Executive has not made any disparaging
remarks about Releasees which are likely to cause harm to Releasees, collectively or individually,
or their products and services (“Disparaging Remarks”) and (ii) agrees that Executive shall not
make any Disparaging Remarks following Executive’s signing of this Agreement.



15. Consideration Period. Executive is advised of to consult with an attorney or other
representative of Executive’s choice prior to signing this Agreement. Executive has a period of
twenty-one (21) days within which to consider and accept the Agreement. This twenty-one (21) day
period begins to run from                      _____, 200_, which Executive acknowledges is the date on which
Executive received a copy of this Agreement (if not earlier). Executive agrees that any changes or
modifications (material or otherwise) made to this Agreement prior to its execution by Executive
shall not restart the twenty-one (21) day consideration period.



16. Revocation Period. Executive understands that Executive has the right to revoke
this Agreement at any time within seven (7) days after Executive signs it and that the Agreement
shall not become effective or enforceable until this revocation period has expired without
revocation.



17. Resignation of Officer and Director Positions. Executive shall resign from
Executive’s position as an officer and director of the Company effective no later than the
effective date of Executive’s termination of employment with the Company.



18. Warranty of Understanding and Voluntary Nature of Agreement. Executive
acknowledges that Executive has carefully read and fully understands all of the provisions of this
Agreement; that Executive knows and understands the rights Executive is waiving by signing this
Agreement; and that Executive has entered into the Agreement knowingly and voluntarily, without
coercion, duress or overreaching of any sort.


 


 









 





19. Severability. The provisions of this Agreement are fully severable. Therefore, if
any provision of this Agreement is for any reason determined to be invalid or unenforceable, such
invalidity or unenforceability will not affect the validity or enforceability of any of the
remaining provisions. Furthermore, any invalid or unenforceable provisions shall be modified or
restricted to the extent and in the manner necessary to render the same valid and enforceable, or,
if such provision cannot under any circumstances be modified or restricted, it shall be excised
from the Agreement without affecting the validity or enforceability of any of the remaining
provisions. The parties agree that any such modification, restriction or excision may be
accomplished by their mutual written agreement or, alternatively, by disposition of a court or
other tribunal.



20. Entire Agreement/Integration. This Agreement constitutes the sole and entire
agreement between Executive and the Company with respect to the subjects addressed in it, and
supersedes all prior or contemporaneous agreements, understandings, and representations, oral and
written, with respect to those subjects.



21. No Waiver By the Company. No waiver, modification or amendment of any of the
provisions of this Agreement shall be valid and enforceable unless in writing and executed by
Executive and the Chairman of the Compensation Committee of the Company’s Board of Directors.



22. Successors and Assigns. This Agreement shall be binding upon, and shall inure to
the benefit of, Executive and Executive’s personal and legal representatives, heirs, devisees,
executors, successors and assigns, and the Company and its successors and assigns.



23. Choice of Law. This Agreement and any amendments hereto shall be governed by and
construed in accordance with the laws of the State of Illinois, without regard to conflicts of law
principles.



	 	 	 	 	 	 	 	 	 	 	 
	COMPANY:	 	EXECUTIVE:
	 
	SXC HEALTH SOLUTIONS CORPORATION
 and SXC HEALTH SOLUTIONS, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Chairman of the
Compensation
Committee of the
Company’s Board of
Directors	 	Date	 	Mark Thierer	 	Date