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EXHIBIT 10.10




EMPLOYMENT AGREEMENT




     This Employment Agreement (“Agreement”) is effective as of the 3rd day of April, 2007 by and
between Gordon S. Glenn (“Executive”) and Systems Xcellence Inc. and its subsidiary, SXC Health
Solutions, Inc. (collectively, the “Company”).



RECITALS




     A. The Company wishes to continue to employ Executive, and Executive wishes to continue
to be employed by the Company, as its Chairman of its Board of Directors (the “Board”) and
Chief
Executive Officer and Executive desires to continue his employment with the Company under the
terms
and conditions set forth in this Agreement.



     B. In order to induce the Executive to enter into this Agreement, and to incentivize and
reward Executive’s continued effort, loyalty and commitment to the Company, concurrent with
the
execution and delivery of this Agreement the Company has granted to Executive stock options
to
purchase shares of common stock of the Company.



     C. Executive acknowledges that as a member of the Company’s senior management team,
Executive 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 Executives who will have regular
access to various
confidential and/or proprietary information relating to the Company. Further, Executive
acknowledges
that Executive’s covenants to the Company hereinafter set forth, specifically including but
not limited to
Executive’s 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 continued 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. Executive further acknowledges
that
Executive’s covenants to the Company hereinafter set forth, specifically including but not
limited to the
Executive’s covenant not to engage in competition with the Company also are being made in
partial
consideration of the Company’s grant stock options to purchase shares of common stock of the
Company.



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 continue to employ Executive to serve as the Company’s Chairman of the Board
and
Chief Executive Officer, and Executive hereby accepts such employment, and agrees to perform
his
duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy,
businesslike and
efficient manner.



     1.2 Duties. The Executive shall be the Company’s Chairman of the Board and Chief
Executive Officer, and shall participate as a member of the Company’s Senior Executive Team.
In
addition, Executive shall be responsible for, among other things, the overall performance of
the company



 









 







with an emphasis on mergers and acquisition and investor relations, and such other duties as may be
reasonably requested by the Company. Executive shall report to the Board.



     1.3 Resignation of Officer Position and Board Membership Upon Termination. Executive
shall resign his position as an officer of the Company and membership on the Board if Executive’s
employment with the Company terminates for any reason, with Executive’s resignation being effective
no later than the effective date of Executive’s termination of 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 reasonable 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 Executive’s 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.



ARTICLE II

PERIOD OF EMPLOYMENT




     2.1 Employment Period. Executive’s employment hereunder shall commence on Executive’s
signing of this Agreement, 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
December 31, 2008 (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



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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 thirty (30) 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 the termination shall not be
deemed a Termination by the Company Without Cause and Executive shall be entitled only to the
benefits provided in Section 5.2(a) and the medical insurance premium payment benefits described in
subsection 5.2(b)(iv) of this Agreement.



ARTICLE III

COMPENSATION




     3.1 Annual Base Compensation. During the Employment Period the Company shall pay to
Executive an annual base salary (the “Annual Base Compensation”) in the amount of Three Hundred
Thousand and 00/100 Dollars (U.S.) ($300,000.00 (U.S.)). 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 Board.



     3.2 Executive Performance Bonus. In respect of each fiscal 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, as mutually agreed
to by the parties (the “Incentive Compensation Bonus”). The amount of the Incentive Compensation
Bonus shall be targeted at eighty percent (80%) of the Executive’s Annual Base Compensation (the
“Target Amount”), with the specific percentage determined by the Company’s Board after the close
of the Company’s fiscal year (December 31). 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. If Executive is terminated for Cause, then no Incentive
Compensation Bonus shall be paid to Executive for the calendar year in which the termination
occurred. If Executive’s employment terminates during the calendar year for reasons other than
Cause, then Executive shall receive a pro rata amount of the Incentive Compensation Bonus that
Executive would have received if Executive remained employed throughout the calendar year. The
Incentive Compensation Bonus also shall be pro rated if Executive’s employment with the Company
under this Agreement commenced during the calendar year. To the extent practicable, the Company
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 twenty (20) days of paid vacation time, pro rated during the Initial Term, in accordance with
the Company’s then current vacation policy (the “Vacation Benefit”); provided that unused vacation
may be used by Executive in the following calendar year only in accordance with and as permitted
by the Company’s then current vacation policies in effect from time to time. The Vacation Benefit
shall be increased over the Employment Period in accord with Company policy. Nothing in this
Agreement shall cause Executive to forfeit any accrued but unused paid vacation time Executive had
prior to entering into this Agreement.



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     3.5 Grant of Stock Options.




     a. Executive and the Company acknowledge that the “Exercise Conditions” set
forth in the two Stock Option Agreements entered into between Systems Xcellence Inc.
and
Executive, each dated September 27, 2006 (the “Contingent Option Agreements”), have
been
satisfied, thereby removing the contingencies, set forth in paragraph 2(a) of the
Contingent
Option Agreements, that were placed on exercising the stock options referenced in the
Contingent
Option Agreements.




     b. All existing options for shares of the Company stock held by Executive at the
time Executive’s signs this Agreement shall vest on the earlier of January
1st 2008, or upon any
termination of the Employment Period as a result of the Executive’s resignation; or
upon any
termination of the Employment Period by the Company regardless of the Triggering
Event.




     c. Between March 1 and March 31, 2007, Executive shall be granted options
(“Options”) to purchase Fifty Thousand (50,000) shares of common stock of the Company;
provided Executive must be employed by the Company at the time the Options are granted
as a
condition of receiving the Options. The exercise price per share under any Option
shall be 100%
of the fair market value of the common stock of the Company at the time of grant. The
Options
shall be fully vested upon issuance and otherwise be subject to the Company’s then
current stock
option plan.




     d. During the Employment Period, for the period covering Fiscal Year 2008 and
thereafter, Executive shall be entitled to participate in the Company’s stock option
plan and
receive options to purchase shares of common stock of the Company in the same manner
as other
members of the Company’s Board.



     3.6 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 senior
executives of
the Company, including, without limitation, health, dental and vision insurance; life
insurance; short and
long-term disability insurance; accidental death and dismemberment insurance; automobile
allowance and
participation in the Company’s 401(k) and other deferred compensation plan. Executive shall
participate
in these and any other Company employee benefit plans in accordance with the terms and
provisions of
those plans.



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
(defined below), 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.



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     (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.




     (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 Executive
will deliver all of the aforementioned documents and objects that may be in Executive’s possession
to the Company on the termination of Executive’s 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; 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 Executive, or which
Executive should know by virtue of Executive’s position or the circumstances in which Executive
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



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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 Executive’s own purposes or the
purposes of another, except as required in the course of Executive’s 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 with Employees Covenant. Executive agrees that during the
Employment Period and for the twelve (12) month period thereafter, Executive 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 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 (defined below), 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, 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 twenty four (24) month 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 twenty four (24) month 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. “Restricted Period” means the Employment Period and the twenty four (24) month period
thereafter; provided, that if the Employment Period is not extended because Executive chooses not
enter into an Extension Term as provided in Section 2.2 of this Agreement and Executive receives no
compensation or benefits after the Employment Period (except as required by law), then the
Restriction Period shall be twelve (12) months.



     4.6 Covenant Not to Compete. Executive acknowledges that (i) the Company is and will
be engaged in the business of providing 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, and consumer web services; and (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; (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 Executive’s 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, which Executive acknowledges Executive would not have been
exposed to but for Executive’s employment with the Company; (vi) the business territory of the



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Company at the time this Agreement was entered into constitutes the United States and Canada (the
“Existing Business Territory”); and (vii) Executive’s covenants to the Company set forth in this
Section 4.6 are being made in partial consideration of the Company’s willingness to employ him and
to grant him the Options. Accordingly, Executive hereby agrees that during the Restricted Period,
and within the Existing Business Territory and any additional markets the Company has entered into
as of the time the Executive’s employment with the Company terminates, Executive shall not
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; (g)
Resignation for Good Reason; or (h) the shareholders of the Company approve a plan of complete
liquidation or dissolution of Systems Xcellence Inc. or SXC Health Solutions, Inc.
(“Dissolution”).



     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 Executive’s Death, Total Disability (defined below),
Resignation (other than a Resignation for Good Reason), or a Termination by the Company for
Cause (defined below), 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.



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     (b)
Termination by Company Without Cause, Resignation for Good Reason or Dissolution.
If the Triggering Event was a Termination by the Company Without Cause, a Resignation for Good
Reason (defined below) or Dissolution, then Executive shall be entitled to receive (i) Executive’s
Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) two (2)
times Executive’s Annual Base Compensation at the time of the Triggering Event; (iii) payment of a
Executive’s Incentive Compensation Bonus for the fiscal year in which the Triggering Event occurs,
if any, pro rated to Executive’s date of termination; and (iv) payment of health insurance
premiums for a health insurance policy for the benefit of Executive, his spouse and his
dependents, with substantially the same benefits as for full-time employees, until Executive is
eligible for Medicare benefits. Executive’s entitlement to the benefits provided in section 5.2(b)
are contingent on Executive signing a Separation Agreement and General Release similar to that
attached hereto as Exhibit A.




     (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 Executive shall be entitled
to receive (i) Executive’s Annual Base Compensation and accrued but unpaid vacation through the
date thereof plus; (ii) to two (2) times the sum of (x) Executive’s Annual Base Compensation at
the time of the Triggering Event and (y) the average of the Executive’s last two Incentive
Compensation Bonuses; (iii) payment of a Executive’s Incentive Compensation Bonus for the fiscal
year in which the Triggering Event occurs, if any, pro rated to Executive’s date of termination;
and (iv) payment of health insurance premiums for a health insurance policy for the benefit of
Executive, his spouse and his dependents, with substantially the same benefits as for full-time
employees, until Executive is eligible for Medicare benefits. Executive’s entitlement to the
benefits provided in section 5.2(c) are contingent on Executive signing a Separation Agreement and
General Release similar to that attached hereto as Exhibit A.




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




     (e) Method and Timing of Certain Payments. Subject to subsections 6.11(a) and (b) of
this Agreement, all payments due to Executive pursuant to sections 5.2(b)(i), (ii) and (iii) and
5.2(c)(i), (ii) and (iii) of this Agreement (“Payments Due”) shall be paid as follows: Fifty
percent (50%) of the Payments Due shall be paid in a lump sum, less required federal, state and
local tax withholding, within twenty-one (21) days of Executive’s signing of any required
Separation Agreement and General Release and fifty percent (50%) of the Payments Due shall be paid
on the first anniversary of the last day of the Employment Period. The insurance premium payments
provided pursuant to sections 5.2(b)(iv) and 5.2(c)(iv) shall be initially satisfied through the
payment of the COBRA insurance continuation benefits available to Executive, his spouse and his
dependents, and those payments are contingent upon Executive, his spouse and his dependents making
a timely COBRA election; provided, however, that any obligations of the Company to make insurance
premium payment beyond the COBRA insurance continuation period shall be satisfied, at the Company’s
sole discretion, through paying the premiums on either (1) the conversation of the applicable
health insurance policies into individual policies; or (2) the securing of individual policies
providing comparable coverage to the Company’s group health insurance policies.



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     For further clarity, the payments provided for in subsections 5.2(b) and 5.2(c) will not be
subject to any reduction, except as provided by subsection 5.2(d), or if Executive breaches any
Executive’s obligations under Article IV, but will not be reduced should Executive obtain
alternative 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.



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




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




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




     (i) A material breach by Executive of this Agreement (other than as a result of
incapacity due to physical or mental illness);




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




     (iii) Executive’s refusal, failure or neglect to perform his duties under this
Agreement in a manner that is materially detrimental to the business or reputation
of the Company;




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




     (v) Executive’s pursuit of interests that are materially adverse to the
Company;




provided, however, that in the case of clauses (i), (iii), or (v), the Company first shall
have given Executive thirty (30) days written notice of and opportunity to cure any conduct
or deficiency in performance by Executive and Executive shall have failed to cure any such
conduct or deficiency during such notice period.




     (c) “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, 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.




     (d) “Total Disability” means Executive’s inability to engage in any substantial
gainful activity because of any medically determinable physical or mental impairment which
lasts for at least twelve (12) consecutive months (as determined by an independent
physician licensed in the State of Illinois to be chosen mutually by the parties for making
this determination), in which case such Total Disability shall be deemed to have occurred
on the last day of such twelve-month period.



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     (e) A “Termination Arising Out of a Change of Control” occurs when Executive
resigns 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 Systems Xcellence Inc. or an executive benefit
plan of the Systems Xcellence Inc., 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 Systems Xcellence Inc. 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 Systems Xcellence Inc.; or




     (ii) The shareholders of Systems Xcellence Inc. approve a merger, consolidation,
recapitalization, or reorganization of Systems Xcellence Inc., 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 65% 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 65% of the holders of outstanding voting securities of
Systems Xcellence Inc. 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.




     (f) “Resignation for Good Reason” means a voluntary termination of Executive’s
employment hereunder on account of, and within sixty (60) days after, the occurrence of one
or more
of the following events:




     (i) Executive is assigned duties inconsistent with his position as Chairman of the
Board and Chief Executive Officer of the Company;




     (ii) The Company materially breaches this Agreement;




     (iii) Executive ceases to a member of the Board of Directors of the Company for any
reason other than death or resignation;




     (iv) Executive is directed to report to someone other than the Board; or




     (v) Any announcement by the Board that the Company is seeking Executive’s
replacement, other than with respect to the period after December 31, 2008;




provided, however, that in the case of clauses (i) or (ii), Executive first shall have given the
Company thirty (30) days written notice of and opportunity to cure any conduct or deficiency in
performance by the Company and the Company shall have failed to cure any such conduct or deficiency
during such notice period. For clarity, a “Resignation for Good Reason” shall not include the
mutual agreement of the Executive and the Board to fill only the role of Chairman of the Board and
not Chief Executive Officer.



10









 





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,
including without limitation any prior compensation plans or compensation agreements 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.



     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.



11









 





     6.8 Indemnification of Executive.




     (a) Executive is hereby entitled to indemnification for Executive’s acts or omissions
in Executive’s capacity as an Executive or officer of the Company to the same extent as the
Company’s other senior vice presidents and in the manner provided by the Company’s bylaws.
In addition the Company shall indemnify Executive for any damages suffered or incurred by
Executive as a result of serving as an Officer of the Company provided that Executive has
acted honestly and in good faith with a view to the best interest of the Company. Within
ten (10) days after receipt of a claim for indemnification accompanied by evidence of the
liability or expense subject to indemnification, the Company shall pay or cause to be paid
the indemnification claim. Executive shall give notice to the Company no later than ten
(10) days after such Executive shall have been served with written notice of any claim that
may give rise to a claim for indemnification.




     (b) Subject to any rights of or duties to any insurer, reinsurer or other third party
having liability for any claim made or brought against Executive, the Company shall have the
right, at its option, to assume, at its own expense, the control of the defense thereof,
including the employment of legal counsel reasonably satisfactory to Executive. If the
Company exercises the foregoing right, Executive shall cooperate with the Company and make
available to it all information under the control of Executive, which is relevant to the
claim. If the Company does not exercise the foregoing right, Executive shall keep the
Company reasonably apprised of the progress of the defense of the claim. Nothing herein
shall preclude Executive, at Executive’s expense, from employing legal counsel of
Executive’s choosing to participate in the defense of any claim made or brought against
Executive in addition to legal counsel employed by the Company.




     (c) If the Company elects to assume control of the defense of any claim, the Company
shall not settle or compromise the claim for and on behalf of Executive without the written
consent of Executive; provided, however, that if the Company receives an offer of settlement
or compromise from the other party or parties to the claim in a particular amount or obtains
a commitment from such party or parties to accept a compromise or settlement in such amount
if offered, and if such settlement or compromise requires only the payment of such amount,
the granting of an appropriate release or similar accommodation, and no other relief, and
Executive refuses to consent thereto and elects to continue to defend the claim, then the
extent of the indemnity to which Executive shall be entitled hereunder shall be limited to
such amount and the legal fees and expenses that Executive would have been entitled to
receive from the Company if such compromise or settlement had been accepted.




     (d) This indemnification obligation shall continue notwithstanding that Executive has
ceased to be an officer or employee of the Company.



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



     6.10 Employee’s Attorney’s Fees. Executive shall be entitled to be reimbursed for up
to Five Thousand and 00/100 Dollars (U.S. ) ($5,000.00 (U.S.)) for his reasonable attorney’s fees
incurred in connection with his and his counsel’s review and negotiation of this Agreement and the
underlying term sheet. Executive shall be responsible for any tax liability incurred in connection
with the payment provided by this section.



12









 





     6.11 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
Internal Revenue Code of 1986, as amended (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)(l) 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). 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 effective date of
Executive’s “separation from service” with Company (determined in accordance with Code section
409A); provided however, that if Executive is a “specified employee” (within the meaning of Code
section 409A), this date will be 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 the 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”) would be subject to the excise tax imposed by
section 4999 or any interest or penalties are incurred by the 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 the Executive shall be entitled to receive an additional
payment (a “Gross-Up Payment”) in an amount such that after payment by the 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, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.



13









 





     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:



To the last known address of

Executive as reflected on the

books and records of the Company.



Notices to Company:



SXC Health Solutions, Inc.

Attn: Jeff Park, Chief Financial Officer

                                        

Lisle, Illinois                     



With Copies to:



Larry Zanger, Esq. 

Holland & Knight LLP 131 

South Dearborn, 30thFloor 

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.



	 	 	 	 	 	 	 	 	 	 	 
	COMPANY:

	 	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SYSTEMS XCELLENCE INC. and SXC HEALTH
SOLUTIONS, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Illegible	 	 	 	/s/ Gordon S. Glenn	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Their:
	 	DIRECTOR
	 	 	 	Gordon S. Glenn	 	 






14










 






EXHIBIT A

To Employment Agreement

Between Gordon S. Glenn and

Systems Xcellence Inc. 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 Gordon S. Glenn, an individual
(“Executive”), and Systems Xcellence Inc. 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 separation benefit set forth in Article V, Section 5.2(b) [or (c)] of
Executive’s Employment Agreement with the Company
(“Separation Benefit”), commencing on the first
regular payday following the twenty-first day after Executive’s signing of this 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, Executives, 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 Executive’s 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; the Civil Rights Act of 1991; 42 U.S.C. §1981; 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; the Executive 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 Human Rights Act;




     d. Arising under or based on any federal, state, county or local law, statute,
ordinance,
decision, order, policy or regulation prohibiting employment discrimination; providing
for the
payment of wages or benefits; or otherwise creating rights or claims for Executives,
including, but not
limited to, any and all claims alleging breach of public policy; the implied
obligation of good faith and
fair dealing; or any express, 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; and




     e. 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.



     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 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 the 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 the 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



-A 2 -









 







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. Covenants of Nondisclosure and Confidentiality and Not to Access the Company’s
Computer Network.




     (a) Executive hereby reaffirms and agrees to abide by all confidentiality and
nondisclosure
obligations to which Executive is subject under any contract or agreement between
Executive and the
Company as well as the Illinois Trade Secrets Act.




     (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 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 Position. Executive shall resign from Executive’s position
as an officer of the Company effective no later than the effective date of Executive’s termination
of employment with the Company.



-A 3 -









 





     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 Company’s President.



     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:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SYSTEMS XCELLENCE INC. and SXC HEALTH
SOLUTIONS, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Illegible	 	 	 		 	 
	 	 	 	 	 	 	 	 	 
	 

	 	DIRECTOR
	
	 	 	 	Gordon S. Glenn	 	 







-A 4 -