sfriedmanagreement.htm


     

    
EXHIBIT
10.1

    August
21, 2003

    


    Mr. Scott
Friedman

    
       

       

    

    Re:           MIM Corporation and
Subsidiaries

    


    Dear
Scott:

    


    MIM Corporation, a Delaware corporation
(“MIM”), is pleased to confirm your employment as Vice President - Materials
Management of its wholly-owned subsidiary Scrip Solutions, Inc. (the
“Company”).  The terms and conditions of your employment are as
follows:

    


    


    
      	
              1.
      POSITION AND
      DUTIES:

            	
              Vice
      President – Materials Management of the
Company.

            


    

    


    
      	
               
      

            	
              You
      will report primarily to the Company’s executive management and will have
      such day to day responsibilities as shall be assigned to you by the
      President and Chief Operating Officer of the Company, subject to the
      authority of the Company’s and MIM’s Board of
      Directors.  Subject to the terms and conditions of this
      Agreement, you acknowledge and understand that you are an employee at
      will.

            


    

    


    
      	
              2.
      BASE
      COMPENSATION:

            	
              Your
      base salary will be at an annual rate of $150,000.00 per year, payable
      bi-weekly, or at such other times as other employees of the Company are
      paid.

            


    

     

    
      	
              3. PARTICIPATION IN
      HEALTH

                  AND OTHER BENEFIT
      PLANS:

            	
              During
      your employment with the Company, you shall be permitted, if and to the
      extent eligible, to participate in all employee benefit plans, policies
      and practices now or hereafter maintained by or on behalf of MIM and it’s
      subsidiary and affiliate corporations, com­mensurate with your
      position.  Nothing in this agreement shall preclude MIM from
      termin­ating or amending any such plans or coverage so as to
      eliminate, reduce or otherwise change any benefit payable
      thereunder.  You shall be eligible to participate in MIM’s Cash
      Bonus Program For Key Employees.

            


    

     

    
      
        	
                4. TRANSPORTATION ALLOWANCE:

              	
                During
      your employment, the Company will provide you with a monthly allowance of
      $1,000.00 for the use of an
automobile.

              


      

    

     

    
      
        	
                5.
      EXPENSES

              	
                Subject
      to such policies as may from time to time be established by the Company's
      Board of Directors, the Company will pay or reimburse you for all
      reasonable and necessary expenses actually incurred or paid by you during
      the term of your employment in the performance of your duties under this
      agreement, upon submission and approval of expense statements, vouchers or
      other reasonable supporting information in accordance with the then
      customary practices of the
Company.

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	
                6. VACATION:

              	
                You
      are entitled to four (4) weeks (20 business days) vacation per year during
      the term of your employment.

              


      

    

    


    
      
      

    

    
      
        	
                7. TERMINATION;
      SEVERANCE; CHANGE OF 

                    CONTROL:

              	
                Except
      as otherwise provided herein, if your employment with the Company is
      terminated for any reason whatsoever, whether by you or the Company, the
      Company would not be liable for, or obligated to pay you any bonus
      compensation or any other compensation contemplated hereby not already
      paid or not already accrued at the date of such termination, and no other
      benefits shall accrue or vest subsequent to such date.  If you
      are terminated by the Company (or any successor) other than for “Cause”
      (as defined below) or you terminate your employment with the Company for
      “Good Reason” (as defined below), you will be entitled to receive
      severance payments equal to one year of salary at your then current salary
      level, payable in accordance with the Company’s then applicable payroll
      practices and subject to all applicable federal, state and local
      withholding.

              


      

    

     

    
      	
               
      

            	
              For
      purposes of this Agreement, “Cause” shall mean any of the
      following:  (1) commission by you of criminal conduct which
      involves moral turpitude; (2) acts which constitute fraud or self-dealing
      by or on the part of you against the Company or MIM, including, without
      limitation, misappropriation or embezzlement; (3) your willful engagement
      in conduct which is materially injurious to the Company or MIM; or (4)
      your gross misconduct in the performance of duties as an employee of the
      Company or MIM, including, without limitation, failure to obey lawful
      written instructions of the Board of Directors of the Company or MIM, any
      committee thereof or any executive officer of the Company or MIM or
      failure to correct any conduct which constitutes a breach of this
      agreement between
      you and the Company or of any written policy promulgated by the Board of
      Directors of the Company or MIM, any committee thereof or any executive
      officer of the Company or MIM, in either case after not less than ten
      days' notice in writing to you of the Company's intention to terminate you
      if such failure is not corrected within the specified period (or after
      such shorter notice period if the Company or MIM in good faith deems such
      shorter notice period to be necessary due to the possibility of material
      injury to the Company or
MIM).

            


    

     

    
      	
               
      

            	
              For
      purposes of this Agreement, “Good Reason” shall mean the existence of any
      one or more of the following conditions that shall continue for more than
      30 days following written notice thereof by the Employee to the Company:
      (i) the assignment to you of duties materially inconsistent with your
      position or positions with the Company, (ii) the reduction of your then
      current annual salary rate, without your consent or (iii) the Company
      requires you to relocate your residence in order to perform your duties
      with the Company.

            


    

     

    
      	
               
      

            	
              In
      addition, if you are terminated by the Company (or any successor or
      either) within one year of a “Change of Control” (as defined below) or,
      within such one (1) year period, you elect to terminate your employment
      after the Company or a successor entity (A) assigns you duties materially
      inconsistent with your position or positions with the Company or a
      successor entity immediately prior to such Change of Control or (B)
      requires you to relocate your residence in order to perform your duties
      with the Company, the Company or that successor entity, (I) you shall
      receive severance payments equal to one year of your then current salary
      (and reimbursement for expenses incurred prior to the effective date of
      the termination of employment; (II) all outstanding unvested options
      granted to you and held by you shall vest and become immediately
      exercisable and shall otherwise be exercisable in accordance with their
      terms and (III) you shall become vested in any pension or other deferred
      compensation other than pension or deferred compensation under a plan
      intended to be qualified under Section 401(a) or 403(a) of the Internal
      Revenue Code of 1986, as amended; and (IV) you shall have no further
      rights to any other compensation or benefits hereunder on or after the
      termination of employment or any other rights
  hereunder.

            


    


    
      	
               
      

            	
              For
      purposes of this Agreement, "Change of Control" means the occurrence of
      one or more of htefollowing: (i) a "person" or “group” within the means
      the meaning of sections 13(d) and 14(d) of the Securities and Exchange Act
      of 1934 (the "Exchange Act") becomes the "beneficial owner" (within the
      meaning of Rule l3d-3 under the Exchange Act) of securities of the Company
      (including options, warrants, rights and convertible and exchangeable
      securities) representing 30% or more of the combined voting power of MIM’s
      then outstanding securities in any one or more transactions unless
      approved by at least two-thirds of MIM’s Board of Directors then serving
      at that time; provided, however, that purchases by employee benefit plans
      of MIM and by MIM or its affiliates shall be disregarded; or (ii) any
      sale, lease, exchange or other transfer (in one transaction or a series of
      related transactions) of all, or substantially all, of the operating
      assets of the Company; or (iii) a merger or consolidation, or a
      transaction having a similar effect, where (A) the Company or MIM is not
      the surviving corporation, (B) the majority of the Common Stock of MIM is
      no longer held by the stockholders of MIM immediately prior to the
      transaction, or (C) MIM’s Common Stock is converted into cash, securities
      or other property (other than the common stock of a company into which MIM
      or the Company is merged), unless such merger, consolidation or similar
      transaction is with a subsidiary of the Company or MIM or with another
      company, a majority of whose outstanding capital stock is owned by the
      same persons or entities who own a majority of MIM’s Common Stock at such
      time; or (iv) at any annual or special meeting of stockholders of MIM at
      which a quorum is present (or any adjournments or postponements thereof),
      or by written consent in lieu thereof, directors (each a "New Director"
      and collectively the "New Directors") then constituting a majority of
      MIM’s Board of Directors shall be duly elected to serve as New Directors
      and such New Directors shall have been elected by stockholders of MIM who
      shall be an (I) “Adverse Person(s)”; or (II)  “Acquiring
      Person(s)”(as each of the terms set forth in (I) and (II) hereof are
      defined in that certain Amended and Restated Rights Agreement, dated
      December 3, 2002, between MIM and American Stock Transfer & Trust
      Company, as Rights Agent.

            


    

     

    
      
        	
                8. RESTRICTIVE
      COVENANT:

              	
                As
      a condition to your employment with the Company, you will be obligated to
      enter into a restrictive covenant agreement covering, among other things,
      non-competition provisions, non-solicitation provisions, and the
      protection of the Company's and MIM’s trade secrets.  That
      agreement is attached hereto as Exhibit
A.

              


      

    


    


    


    Please call me to discuss any questions
or comments that you may have regarding these terms.  After I receive
your agreement to the foregoing, definitive documentation will be
prepared.  I look forward to hearing from you and working with
you.  Best regards.

    
 

                                                    Sincerely
yours,

                                                                                           


                                                        MIM
CORPORATION

    


    


                                                        
By:
__________________________                                                  

                                                                       
Name:

    


                                                                Title:

    


    


    Agreed to
and Accepted By:

    


    
_________________________

    Scott
Friedman


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Exhibit
A

    


    RESTRICTIVE
COVENANTS

    


    Covenant Against
Competition; Other Covenants. You acknowledge that (i) the principal
business of the Company (for purposes of these restrictive covenants, the
“Company” shall include all subsidiaries and affiliates (as that term is defined
in Rule 12-b2 of the Securities Exchange Act of 1934, as amended from time to
time) of MIM  Corporation) is the provision of a broad range of
prescription products and services designed to promote the cost-effective
delivery of pharmacy benefits, including pharmacy benefit management services,
claims processing, the purchasing of pharmaceutical products on behalf of
pharmacy networks and long term care facilities (including assisted living
facilities and nursing homes), specialty pharmaceutical programs and mail order
pharmacy services, including the dispensing of prescription pharmaceutical
products, and the sale and distribution, on a retail and wholesale basis, of
OTC’s, vitamins, supplements, herbals and other goods typically offered for sale
through a retail, mail order or internet on-line pharmacy  (such
business, and any and all other businesses that after the date hereof, and from
time to time during the Term, become material with respect to the Company's
then-overall business, herein being collectively referred to as the "Business");
(ii) the Company is dependent on the efforts of a certain limited number of
persons who have developed, or will be responsible for developing the Company's
Business; (iii) is national in scope; (iv) your work for the Company
will give you access to
the confidential affairs and proprietary information of the Company;
(v) your covenants and agreements contained in these Restrictive Covenants
are essential to the business and goodwill of the Company; and (vi) the Company
would not have offered you employment but for the covenants and agreements set
forth herein.  Accordingly, you covenant and agree that:

     

            (a)           At
any time during your employment with the Company and ending nine months
following (i) termination of your employment with the Company (irrespective of
the reason for such termination) or (ii) payment of any severance, whichever
occurs last, you shall not engage, directly or indirectly, in sales or marketing
or otherwise assist any company or other business entity (which includes,
without limitation, owning, managing, operating, controlling, being employed by,
giving financial assistance to, participating in or being connected in any
material way with any person or entity other than the Company), engaged in (i)
the Business or (ii) any material component of the Business; provided, however,
that the Executive's ownership as a passive investor of less than two percent
(2%) of the issued and outstanding stock of a publicly held corporation shall
not be deemed to constitute competition.

     

            (b)           During
and after the period during which you are employed, you shall keep secret and
retain in strictest confidence, and shall not use for your benefit or the
benefit of others, except in connection with the Business and affairs of the
Company and its affiliates, all confidential matters relating to the Company's
Business and the business of any of its affiliates and to the Company and any of
its affiliates, learned by you heretofore or hereafter directly or indirectly
from the Company or any of its affiliates (the "Confidential Company
Information"), including, without limitation, information with respect to
(i) the strategic plans, budgets, forecasts, intended expansions of
product, service, or geographic markets of the Company and its affiliates,
(ii) sales figures, contracts, agreements, and undertakings with or with
respect to customers, (iii) profit or loss figures, and
(iv) customers, clients, suppliers, sources of supply and customer lists,
and shall not disclose such Confidential Company Information to anyone outside
of the Company except with the Company's express written consent and except for
Confidential Company Information which is at the time of receipt or thereafter
becomes publicly known through no wrongful act of you or is received from a
third party not under an obligation to keep such information confidential and
without breach of these Restrictive Covenants or the
Agreement.  Notwithstanding the foregoing, this section (b) shall not
apply to the extent that you are acting to the extent necessary to comply with
legal process; provided that in the event that you are subpoenaed to testify or
to produce any information or documents before any court, administrative agency
or other tribunal relating to any aspect pertaining to the Company, you shall
immediately notify the Company thereof.

                   


            (c)           During
the period commencing on the date hereof and ending two years following the date
upon which you shall cease to be an employee of the Company or its affiliates,
you shall not, without the Company's
prior written consent, directly or indirectly, (i) solicit or encourage to leave
the employment or other service of the Company or any of its affiliates, any
employee or independent contractor thereof or hire (on your behalf or any other
person or entity) any employee or independent contractor who has left the
employment or other service of the Company or any of its affiliates within one
year of the termination of such employee's or independent contractor's
employment or other service with the Company and its affiliates, or (ii)
solicit, contact, market to, work for, or assist others in soliciting any
customer or client of the Company with whom the Company was in contact with or
was providing goods and services to at the time of your termination of
employment with the Company.  During such period, you will not,
whether for your own account or for the account of any other person, firm,
corporation or other business organization, intentionally interfere with the
Company's or any of its affiliates' relationship with, or endeavor to entice
away from the Company or any of its affiliates, any person who during the Term
is or was a customer or client of the Company or any of its
affiliates.

     

            (d)           All
memoranda, notes, lists, records, property and any other tangible product and
documents (and all copies thereof) made, produced or compiled by you or made
available to you concerning the Business of the Company and its affiliates shall
be the Company's property and shall be delivered to the Company at any time on
request.

    


    Rights and Remedies upon
Breach of Restrictive Covenants.

     

            (a)           You
acknowledge and agree that any breach by him of any of the provisions of
sections (a) through (d) above (the "Restrictive Covenants") would result in
irreparable injury and damage for which money damages would not provide an
adequate remedy.  Therefore, if you breach, or threaten to commit a
breach of, any of the Restrictive Covenants, the Company and its affiliates
shall have the following rights and remedies, each of which rights and remedies
shall be independent of the other and severally enforceable, and all of which
rights and remedies shall be in addition to, and not in lieu of, any other
rights and remedies available to the Company and its affiliates under law or in
equity (including, without limitation, the recovery of damages):

     

            (b)           The
right and remedy to have the Restrictive Covenants specifically enforced
(without posting bond and without the need to prove damages) by any court having
equity jurisdiction, including, without limitation, the right to an entry
against you of restraining orders and injunctions (preliminary, mandatory,
temporary and permanent) against violations, threatened or actual, and whether
or not then continuing, of such covenants.

     

            (c)           The
right and remedy to require you to account for and pay over to the Company and
its affiliates all compensation, profits, monies, accruals, increments or other
benefits (collectively, "Benefits") derived or received by you as the result of
any transactions constituting a breach of the Restrictive Covenants, and you
shall account for and pay over such Benefits to the Company and, if applicable,
its affected affiliates.

     

            (d)           You
agree that in any action seeking specific performance or other equitable relief,
you will not assert or contend that any of the provisions of these Restrictive
Covenants are unreasonable or otherwise unenforceable.  The existence
of any claim or cause of action by you, whether predicated on the Agreement or
otherwise, shall not constitute a defense to the enforcement of the Restrictive
Covenants.

    


    Agreed to
and accepted by:

    


    


    _______________________

    Scott
Friedman