Filed by Bowne Pure Compliance





Exhibit 10.3




EMPLOYMENT AGREEMENT




This Employment Agreement (“Agreement”), effective as of the date that the last signatory to
the Agreement signs below, is entered into by and between Mike Bennof (“Employee”) and SXC Health
Solutions, Inc. (the “Company”).



RECITALS




A. The Company wishes to continue to employ Employee, and Employee wishes to continue to be
employed by the Company, as its Executive Vice President, Healthcare Technology Solutions, and
Employee desires to accept employment with the Company under the terms and conditions set forth in
this Agreement.



B. In order to induce the Employee to enter into this Agreement, and to incentivize and reward
Employee’s continued effort, loyalty and commitment to the Company, concurrent with the execution
and delivery of this Agreement the Company expresses its intention to grant to the Employee stock
options to purchase 15,000 shares of SXC Health Solutions Corporation.



C. Employee acknowledges that as a member of the Company’s senior management team, Employee is
one of the persons charged with responsibility for the implementation of the Company’s business
plans, and that Employee is one of only a few Employees who will have regular access to
confidential and/or proprietary information relating to the Company. Further, Employee acknowledges
that Employee’s covenants to the Company hereinafter set forth are being made in partial
consideration of the Company’s willingness to employ Employee 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 Employee furnishes the Company with, among other
things, certain covenants of Employee, including Employee’s covenant not to compete, not to
disclose the Company’s confidential and proprietary information and non-solicitation of employees
and customers for a reasonable period of time. Employee acknowledges that Employee’s covenants to
the Company hereinafter set forth are being made in partial consideration of the Company’s grant of
stock options to purchase shares of common stock of SXC Health Solutions Corporation.



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 or continue to employ Employee to serve as Executive Vice President,
Healthcare Technology Solutions, and Employee hereby accepts such employment, and agrees to perform
his duties and responsibilities to the best of Employee’s abilities in a diligent, trustworthy,
businesslike and efficient manner.



1.2 Duties. The Employee shall be the Company’s Executive Vice President, Healthcare
Technology Solutions. Employee shall be responsible for oversight and profitability of all
legacy business, U.S. and Canadian Public Sector business, and the Company’s consulting group and
will
perform other duties as assigned. Employee shall report to the Company’s President and Chief
Executive Officer. Employee shall perform his duties under this Agreement at the Company’s
facilities in Lisle, Illinois or at any subsequent location of the Company’s primary administrative
operations.


 


 









 





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



1.4 Employee Representations and Warranties as to Employability. Employee hereby
represents and warrants to the Company that:




(a) The execution, delivery and performance by Employee of this Agreement and any other
agreements contemplated hereby to which Employee 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 Employee is a party or by which he/she is bound;




(b) Employee 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, Employee 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);1




(c) The Company has not requested, directly or indirectly, expressly or implicitly,
that Employee use or disclose the trade secrets or other confidential information of any
prior employer or other third party, and Employee warrants that he will not use or disclose
such information;




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




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



ARTICLE II

PERIOD OF EMPLOYMENT




2.1 Employment Period. Employee’s employment hereunder shall commence on the date this
Agreement is executed 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 end on
June 30, 2010 (the “Initial Term”). The Employment Period shall be automatically extended for
successive one (1) calendar 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
Employee’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 Employee by the Company, and Employee’s employment
with the Company terminates as a result thereof, then Employee’s termination shall be a treated as
a Termination by the Company Without Cause.



 


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ARTICLE III

COMPENSATION




3.1 Annual Base Compensation. During the Employment Period the Company shall pay to
Employee an annual base salary (the “Annual Base
Compensation”) in the amount of Two Hundred Eighty Thousand
and 00/100 Dollars ($280,000). . 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. Employee’s Annual Base Compensation shall
be reviewed annually by the Company’s Chairman and CEO and the SXC Compensation Committee, and any
such modified amount shall become the Annual Base Compensation hereunder.



3.2 Employee Performance Bonus. In respect of each calendar year falling within the
Employment Period, Employee shall be eligible to earn an incentive compensation bonus, depending
upon the achievement of the Company’s and Employee’s performance objectives (the “Incentive
Compensation Bonus”). The amount of the Incentive Compensation Bonus shall be targeted at
sixty-five percent (65%) of the Employee’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). The Incentive Compensation Bonus, if any, shall be paid to Employee at the same time
other members of the Senior Employee Team are paid their respective incentive compensation bonuses.
If the Employee’s employment terminates during the calendar year due to Termination without Cause
(5.4.c) or Change of Control (5.4.d), the Employee shall receive a pro rata amount of the
Incentive Compensation Bonus that Employee would have received if Employee remained employed
throughout the calendar year. If Employee employment terminates during the calendar year for any
other reason, then no Incentive Compensation Bonus shall be paid to Employee for the calendar year
in which the termination occurred. To the extent practicable, the Company will notify Employee of
Employee’s performance objectives for the year in January of that year.



3.3 Expenses. During the Employment Period, Employee shall be entitled to
reimbursement of all business expenses reasonably incurred in the performance of Employee’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 Paid Time Off. Employee shall be entitled to accrue over the course of the calendar year
Paid Time off in accordance with the Company’s then current Paid Time Off policy.



3.5 Insurance. During the Employment Period Employee shall be eligible to
participate in the Company’s insurance programs on terms and conditions no less
favorable than those made available generally to other similarly situated employees,
as such programs may be revised from time to time.


 


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3.6 Retirement Plan. Employee shall be eligible to participate in the Company’s
retirement plans, including its 401(k) plan and any other plans made available to comparably
situated Employees, subject to the terms and provisions in the respective Plan Documents of such
Plans.




3.7
Grant of Stock Options.




a. Upon the commencement of the Initial Term, Employee shall be granted options
(“Options”) to purchase 15,000 shares of common stock of SXC Health Solutions Corp. The
grants of Options provided by Section 3.7(a) are contingent upon approval by SXC Health
Solutions Corporation’s Board of Directors and shareholders. The Options shall be subject
to the Company’s current Stock Option Plan. The options shall vest in one-fourth increments
annually, commencing on the anniversary date of the grant.




b. Except as otherwise provided in Section 5.2(e) of this Agreement, once vested, the
Options shall have a five (5) year life.




c. Upon a Change of Control (defined below), all of the Options shall vest.



3.8 Stock Option Plan. Employee shall be permitted to participate in the Company’s
Stock Option Plan in the same manner as the Company’s other Executive Vice Presidents, with future
annual grants based on Employee’s performance as determined by the Company’s Chief Executive
Officer.



3.9 Other Fringe Benefits. During the Employment Period, Employee 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. Employee shall receive a monthly payment of Five Hundred and
00/100 dollars ($500.00) for Employee’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 EMPLOYEE




4.1 Covenants Regarding Developments. Employee agrees as follows with regard to any
developments that relate to the Company’s business or Confidential and Proprietary Information
(defined below), or that Employee 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) Employee 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 Employee with respect thereto.


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



 


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(c) Upon request by the Company, Employee, at any time, whether during or after
Employee’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 Employee’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 Employee for the Company.



4.2
Ownership and Covenant to Return Documents, etc. Employee 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 Employee by the Company or are
prepared, compiled or otherwise acquired by Employee during the Employment Period, shall be the
sole and exclusive property of the Company. Employee 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. Employee agrees that Employee will
deliver all of the aforementioned documents and objects that may be in Employee’s possession to the
Company on the termination of Employee’s employment with the Company, or at any other time upon the
Company’s request.



4.3 Nondisclosure Covenant. Employee recognizes that by virtue of Employee’s
employment with the Company, Employee 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; pricing
structures and incentive plans; vendors; financial position and business 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 Employee, or which
Employee should know by virtue of Employee’s position or the circumstances in which Employee
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
Employee’s obligations under a statutory or common law obligation) or (ii) obtained by Employee
from a third party subsequent to the termination of Employee’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). Employee agrees that during the Employment Period and at all
times thereafter (a) Employee will not disclose, use or permit others to use any Confidential and
Proprietary Information, or otherwise make use of any of it for Employee’s own purposes or the
purposes of another, except as required in the course of Employee’s employment for the benefit of
the Company or as required by law, and (b) Employee 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.


 


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4.4 Noninterference Covenant. Employee agrees that during the Employment Period and
for the Restricted Period, Employee 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 the Employee’s employment with the Company) to leave the
employ of the Company. “Restricted Period” means (i) the Employment Period and (ii) the one (1)
year period following the termination of Employee’s employment.



4.5 Covenant of Nonsolicitation of Customers. Employee acknowledges the Company’s
legitimate interest in protecting its customers for a reasonable period of time following the
termination of Employee’s employment. Accordingly, Employee agrees that during the Restricted
Period, Employee 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, 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 Employee sold or provided the Company’s products or services at any time during
the two (2) year period immediately preceding the termination of Employee’s employment, (ii) any
entity for which Employee 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 Employee’s employment, or
(iii) any entity as to which Employee acquired Confidential and Proprietary Information at any time
during Employee’s employment with the Company.



4.6. Covenant Not To Compete. Employee expressly acknowledges that (i) the Company is
and will be engaged in the business of providing pharmacy benefit management services, healthcare
transaction processing services, and information technology solutions to the pharmaceutical
industry, including without limitation: (x) pharmacy benefit 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, 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) Employee is one of a limited number of persons who has extensive knowledge and expertise
relevant to the businesses of the Company; (iii) Employee’s performance of his services for the
Company hereunder will afford Employee full and complete access to and cause Employee 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 Employee enters into any activities competitive with the
businesses of the Company, Employee will cause substantial harm to the Company; (v) Employee 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 (the “Business
Territory”); and (vii) Employee’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, Employee hereby
agrees that during the Restricted Period, Employee 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 Employee’s employment with the Company. The preceding to the contrary
notwithstanding, Employee 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.



 


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4.7 Remedies for Breach. Employee recognizes that the rights and privileges granted
to Employee by this Agreement, and Employee’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 Employee might be entitled from the Company. Accordingly, Employee 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.
Employee 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 (individually referred to as a “Triggering Event”): (a) Employee’s death; (b) Employee’s
Total Disability; (c) Employee’s Resignation; (d) Termination by the Company for Cause; (e)
Termination by the Company Without Cause; or (f) Termination Arising Out of a Change of Control.



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, Total Disability, Resignation, and Termination by the Company for
Cause. If the Triggering Event was Employee’s Death, Total Disability (defined below),
Resignation, or a Termination by the Company for Cause (defined below), then Employee shall
be entitled to receive Employee’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 employee 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.




(b) Termination by Company Without Cause. If the Triggering Event was a
Termination by the Company Without Cause, then Employee shall be entitled to receive
(i) Employee’s Annual Base Compensation and accrued but unpaid vacation through the date
thereof; (ii) payment of Employee’s Incentive Compensation Bonus, if any, pro rated to the
Employee’s date of termination (payable 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 March 15 following the close of the Company’s fiscal year); and (iii) the
Severance Benefit. “Severance Benefit” means a payment equal to the Employee’s Annual Base
Compensation as of the date of termination, payable according to the Company’s regular
payroll schedule, less
required tax withholding, commencing within thirty (30) days from the date the Company
receives the Separation and Release Agreement executed by Employee. For purposes of this
subsection 5.2(b), any payment or benefit that the Employee receives shall be treated as a
“separate payment” for the application of Section 409A of the Internal Revenue Code
(“Code”). Employee’s entitlement to the benefits provided in subsections 5.2(b)(ii) and
(iii) are contingent on Employee signing a Separation Agreement and General Release provided
by the Company. The Company intends to rely on the involuntary separation from service
exception of Treasury regulation §1.409A-1(b)(9)(iii) if the Employee receives any payment
or benefit due to his Termination by the Company Without Cause.



 


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(c) Termination Arising Out of a Change of Control. If the Triggering Event was
a Termination Arising Out of a Change of Control (defined below), then Employee shall be
entitled to receive (i) Employee’s Annual Base Compensation and accrued but unpaid vacation
through the date thereof; (ii) payment of a Employee’s Incentive Compensation Bonus, if any,
pro rated to Employee’s date of termination (payable 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 March 15 following the close of the Company’s fiscal year); and
(iii) the Change of Control Severance Benefit. Employee’s entitlement to the benefits
provided in subsections 5.2(c)(ii) and (iii) is contingent on Employee signing a Separation
Agreement and General Release provided by the Company within a reasonable period of time
following the date the Separation Agreement and General Release is provided to Employee.
“Change of Control Severance Benefit” means a lump-sum payment, less required tax
withholding, equal to two times the Employee’s Annual Base Compensation at the time of
termination, plus one (1) times Emplolyee’s Incentive Compensation Target at the time of
Employee’s termination. The Change of Control Severance Benefit shall be paid within
thirty (30) days from the date the Sepearation and Release Agreement, executed by Employee,
is received by the Company. Notwithstanding the foregoing to the contrary, if the
Compensation Committee determines that the Employee is a Specified Employee then his Change
of Control Severance Benefit due under this paragraph (c) shall be made no earlier than the
six (6) month anniversary of the Triggering Event or upon the death of the Employee, if
earlier, pursuant to Section 409A of the Code. Notwithstanding anything to the contrary
contained in this Agreement, if and to the extent that any payments and rights provided
under this Agreement would cause Employee to be subject to excise tax under Section 280G or
Section 4999 of the Code, or the corresponding section(s) of any future federal tax law,
then the amount of payments shall be reduced to the extent necessary to avoid imposition of
any such excise tax.




(d) Cessation of Entitlements and Company Right of Offset. Except as otherwise
expressly provided herein, all of Employee’s rights to salary, Employee benefits, fringe
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 Employee owes the Company against any
amounts it owes Employee under this Agreement.




(e) Treatment of Options. Employee may be required to exercise any vested
options within ninety (90) days from date of the termination of his employment.



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.


 


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




(a) “Resignation” means a voluntary termination of Employee’s employment with the
Company, including Employee’s declining of continued employment in the same or comparable
position with the Company following a Change of Control.




(b) “Specified Employee” means an employee who, as of the date of the employee’s
Triggering Event, is a Key Employee of the Company. For purposes herein, an employee is a
“Key Employee” if he or she satisfies the requirements of Sections 416(i)(1)(A)(i), (ii), or
(iii) of the Code (applied in accordance with applicable Treasury regulations and
disregarding Section 416(i)(5) of the Code) at any time during the 12-month period ending on
any specified employee identification date.




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




(i) The failure of Employee 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 Employee within thirty (30) days after
receipt of written notice thereof given by the Company;




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




(iii) The refusal, failure or neglect of Employee to perform his duties under
his employment agreement in a manner that is materially detrimental to the business
or reputation of the Company unless remedied by Employee within thirty (30) days
after receipt of written notice thereof given by the Company;




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




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




(d) “Termination by the Company Without Cause” means a termination of Employee’s
employment by the Company which is not a Termination by the Company for Cause, provided that
the termination of the Employment Period on account of the failure of the Company to extend
the Employment Period in accordance with the provisions of Section 2.2 hereof shall
constitute a Termination by the Company Without Cause.




 


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(e) A “Termination Arising Out of a Change of Control” means, following a Change of
Control (defined below), Employee is not offered or retained in his current or a comparable
position. A “Change of Control” shall be defined under this Agreement to mean any of the
following occurrences:




(i) Any person, other than SXC Health Solutions Corp. or an employee benefit
plan of SXC Health Solutions Corp. or the Company, 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
Corp. 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 Corp.;




(ii) The shareholders of SXC Health Solutions Corp. approve a merger, and
such merger is completed, consolidation, recapitalization, or reorganization of SXC
Health Solutions Corp. or the Company, 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 Corp. 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 Corp. approve a plan of
complete liquidation of SXC Health Solutions Corp. or the Company or an agreement
for the sale or disposition by SXC Health Solutions Corp. of all or a substantial
portion of assets (i.e., 50% or more) of the total assets of SXC Health Solutions
Corp. or the Company.




(f) “Total Disability” means the Employee (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months, or (ii) is by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and health plan which covers the
Employee. Subject to the provisions of Section 409A and the Treasury regulations issued
thereunder, any determination of whether the Employee satisfies the definition of “Total
Disability” shall be made by the Compensation Committee, based upon the medical evidence
from a physician selected by the Compensation Committee. Any determination of whether the
Employee satisfies the definition of “Total Disability” for purposes of this Agreement shall
not be construed as a determination for any other purpose.



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
Employee 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 Employee and Employee’s executors, administrators,
personal representatives and heirs.


 


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6.3 Assignment. Employee expressly agrees for Employee and on behalf of Employee’s
executors, administrators and heirs, that this Agreement and Employee’s obligations, rights,
interests and benefits hereunder shall not be assigned, transferred, pledged or hypothecated in any
way by Employee, Employee’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 hereunder 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
Employee.



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 Employee by the Company, including
without limitation any prior compensation plans or compensation agreements entered into between
Employee and the Company.




6.5 Tax Provisions.



(a) Compliance With Section 409A of the Code. To the extent applicable, it is
intended that this Agreement comply with the provisions of section 409A of Internal Revenue Code of
1986 (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 Employee. 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 Employee 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 may be retroactive to the extent permitted by Code section 409A and
may be made by Company without the consent of Employee). In particular, to the extent Employee
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 Employee on the
earlier of (i) Employee’s “separation from service” with Company (determined in accordance with
Code section 409A); provided however, that if Employee is a “specified Employee” (within the
meaning of Code section 409A), Employee’s date of payment shall be made on the date which is 6
months after the date of Employee’s separation of service with Company or (ii) Employee’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 Employee
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, such payment 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) or the calendar year during which the Employee’s employment with
the Company terminates.



6.6 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.


 


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



6.8 Venue, Jurisdiction, Etc. Employee 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 Employee hereby
submits to the jurisdiction of each such court. Employee 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 Employee 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. Employee 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 Employee
at Employee’s address listed in the business records of the Company. Employee and the Company do
each hereby waive any right to trial by jury that Employee or it may have concerning any matter
relating to this Agreement.



6.9 Indemnification of Employee. Employee is hereby entitled to indemnification for
Employee’s acts or omissions in Employee’s capacity as an Employee or officer of the Company to the
same extent as the Company’s other senior Employees and in the manner provided by the Company’s
bylaws.



6.10 Directors and Officers Liability Insurance. The Company shall maintain adequate
Directors and Officers liability insurance coverage, which shall include Employee in Employee’s
capacity as an Officer. The adequacy of the Directors and Officers liability insurance coverage
shall be determined annually by the Board of Directors at its reasonable discretion.



6.11 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.



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



 


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6.13 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 Employee:




Mike Bennof

12877 Bay Drive

Lusby, Maryland 20657



Notices to Company:




SXC Health Solutions, Inc.

Attn: Chief Executive Officer

2441 Warrenville Road Suite 610

Lisle, IL 60532-3642



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



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	COMPANY:
	 	 	 	 	 EMPLOYEE:	 	 
	 
	 	 	 	 	 
	SXC HEALTH SOLUTIONS, INC.	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jeffrey Park
	 	11/6/08
	 	 	By: 	/s/ Mike Bennof
	 	11/6/08	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Its: Chief Financial Officer	 	Date
	 	 	 	Mike Bennof
	 	Date	 	 







 


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