exv10w33









Exhibit 10.33




Second Amendment to Employment Agreement



This Amendment (the “Amendment”) is made and entered into as of the 1st day of January,
2010 (the “Effective Date”)by and between SXC Health Solutions, Inc, a subsidiary of SXC Health
Solutions Corp. (collectively, the “Company”), and Greg Buscetto (“Employee”), as an amendment to
the Employment Agreement between the Company and Employee dated as of November 6, 2008. Except as
specified below and in the amendment dated September, 1, 2009, all other terms and conditions of
the Agreement remain in force.



1. With respect to the Amendment dated September 1, 2009, all terms and conditions remain in force
with one exception:



The requirement for the employee to make contributions towards hotel expenses through payroll
deductions has been suspended at this time. Deductions will cease on the January 15, 2010 payroll
and will be suspended until further notice. This suspension can be revoked and deductions can be
continued upon Senior Managements discretion. Please note: this may result in payment of this
obligation to continue past July, 2010 as noted in the amendment.



2. Section 1.1 of the Agreement is hereby amended by deleting the paragraph in its entirety and
inserting the following paragraph in its place



Employment. Subject to the terms and conditions of this Agreement, the Company hereby
agrees to continue to employ Employee to serve its as Senior Vice President, Sales, and Employee
hereby accepts such continued employment, and agrees to perform his duties and responsibilities to
the best of Employee’s abilities in a diligent, trustworthy, businesslike and efficient manner.



3. Section 1.2 of the Agreement is hereby amended by deleting the paragraph in its entirety and
inserting the following paragraph in its place



Duties. The Employee shall be the Company’s Senior Vice President, Sales. Employee shall
be responsible for planning, directing of all aspects of SXC’s Sales and Account Management
policies, objectives, and initiatives; developing the Sales and Account management plan to ensure
customer satisfaction and retention; fulfill the growth and revenue goals of the organization;
responsibility for ensuring maximum sales volume of SXC’s products and/or services; and such other
duties as may be reasonable requested by the Company. Employee shall report to the appropriate
Executive as determined by the CEO in his sole discretion.



4. Section 3.1 of the Agreement is hereby amended by deleting the paragraph in its entirety and
inserting the following paragraph in its place:



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 and Twenty Five
Thousand and 00/100 Dollars ($225,000). 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 CEO and President.



5. Section 3.2 of the Agreement is hereby amended by deleting the paragraph in its entirety and
inserting the following paragraph in its place:



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 fifty percent (50%) 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
Executive Team are paid their respective incentive compensation bonuses. Additionally, the





 









 







Company will establish a set of stretch performance objectives which if achieved, will provide
Employee the opportunity to earn in excess of one hundred percent (100%) of the Incentive
Compensation Bonus target. If the Employee’s employment terminates during the calendar year due to
Termination without Cause (5.4.(c)) or a Termination Arising Out of a 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.



IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized
representative and Employee has signed this Amendment as of the day and year first above
written.




	 	 	 	 	 	 	 	 	 
	SXC HEALTH SOLUTIONS, INC.	 	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Jeff Park	 	 	 	/s/ B. Greg Buscetto	 	 
	 

	 	 

	 	 	 	 

	 	 
	Name:

	 	Jeff Park	 	 	 	Greg Buscetto	 	 
	 

	 	 

	 	 	 	 

	 	 
	Title:

	 	CFO	 	 	 	Senior Vice President,
Sales &
Account Management