exv10w13



 





EXHIBIT 10.13




EMPLOYMENT AGREEMENT




     This
Employment Agreement (“Agreement”) is effective as
of the day          of June, 2007,
by and between Mike Bennof (“Employee”) and SXC Health Solutions, Inc. (collectively, 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 10,000 shares of Systems Xcellence Inc., the Company’s parent. These options
are in addition to the 25,000 options committed to you in May 2007, for a total grant of 35,000
options.



     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 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 stock options
to purchase shares of common stock of Systems Xcellence Inc.



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
Operating Officer. Although Employee may choose not to relocate his principal residence in Lusby,
Maryland, 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”).



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     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
December 31, 2007 (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.



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 Thirty
Five and 00/100 Dollars ($235,000). 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.



     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 Executive’s employment terminates during the calendar year due to Termination without Cause
(5 4.c) or Change of Control (5 4.d), the 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. If Executive 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 Vacation. Employee shall be entitled to accrue over the course of the calendar
year twenty (20) days of paid vacation time, in accordance with the Company’s then current vacation
policy; provided that unused vacation may be used by Employee 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. Nothing in this Agreement shall cause Employee to forfeit any accrued but unused paid
vacation time Employee had prior to entering into this Agreement.



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     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.



     3.6 Retirement Plan. After six (6) months of employment, Employee shall be eligible to
participate in the Company’s deferred compensation plans, including its 401(k) plan.



     3.7 Grant of Stock Options




     a. Upon the commencement of the Initial Term, Employee shall be granted options
(“Options”) to purchase 35,000 shares of common stock of Systems Xcellence Inc. The grants of
Options provided by Section 3.7(a) are contingent upon approval by Systems Xcellence Inc.’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, Executive shall be entitled
to receive such of the Company’s other fringe benefits as are being provided to other Executives of
the Company on the Senior Executive Team.



     3.10 Vehicle Allowance. Executive shall receive a monthly payment of Five Hundred and
00/100 dollars ($500.00) for Executive’s use of a personal automobile for business use (“Vehicle
Allowance”). The Vehicle Allowance shall be subject to all required federal, state, and local
withholding.



ARTICLE IV

COVENANTS OF 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.



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     (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.




     (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



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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.




     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 two (2)
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. 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 (hereinafter referred to as “Triggering Events”): (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.



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




     (a) Death, 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; 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 in
twenty-four (24) semi-monthly payments, less required tax withholding, commencing six (6)
months from the date Employee’s employment with the Company terminated. 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.




     (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; 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 the average of the previous two Incentive
Compensation payments. The Change of Control Severance Benefit shall be paid six (6) months
from the date Employee’s employment with the Company terminated. 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 Internal Revenue Code, or the corresponding section(s) of any
future federal tax law, then the amount of the payments shall be reduced to the extent
necessary to avoid imposition of any such excise tax. All determinations of the amount of the
reduction shall be made by the Company’s tax counsel, and the cost of making such
determination shall be paid by the Company.




     (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



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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.



     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) “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;




     (c) “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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     (d) 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 Systems Xcellence Inc. or an employee benefit plan of
Systems Xcellence Inc. 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 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.;




     (ii) The shareholders of Systems Xcellence Inc. approve a merger, and such merger
is completed, consolidation, recapitalization, or reorganization of Systems Xcellence
Inc. 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 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; or




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




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



ARTICLE VI

GENERAL




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



     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



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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 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
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 409 A 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)(l) 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 409
A); 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 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 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.



     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:





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SXC Health Solutions, Inc.

Attn: Chief Executive Officer

2441 Warrenville Road Suite 610

Lisle, IL 60532-3642



With Copies to:



Larry Zanger, Esq.

Holland & Knight LLP

131 South Dearborn, 30th Floor

Chicago, Illinois 60603




     6.13 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	 	 	 	/s/ Mike Bennof	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Its:
	 	CFO
	 	 	 	Mike Bennof	 	 
	 

	 	 	 	 	 	 	 	 	 	 






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