(b) A lump-sum payment of $28,756.25, less required tax withholding, within thirty (30) daysafter the Agreement Effective Date. This payment represents Executive’s accrued but unused PaidTime Off as of June 30, 2008, and is calculated as 184.04 hours times $156.25 per hour;     (c) A lump-sum payment of $650,000.00, less required tax withholding, within thirty (30) daysafter the Termination Effective Date. This payment is the equivalent of two (2) times Executive’sAnnual Base Compensation;     (d) A lump-sum payment of $300,000.00, less required tax withholding, within thirty (30) daysafter the Termination Effective Date. This payment is the equivalent of one (1) times the averageincentive compensation payments to Executive over the previous two years; and     (e) Payment of health insurance premiums for a health insurance policy for the benefit ofExecutive, his spouse and his dependents, with substantially the same benefits as for otherfull-time executives of the Company. The Company shall provide this benefit until Executive iseligible for Medicare benefits. This benefit shall initially be satisfied through the Company’spayment of the COBRA insurance continuation benefits available to Executive, his spouse and hisdependents; provided, however, that Executive makes a timely COBRA election after receiving propernotification from the Company.The Separation Benefit does not constitute nor is it intended to be any form of compensation toExecutive for any services to the Company.3.1. Stock Options: Notwithstanding anything else herein or in any other agreement enteredinto between Executive and the Company to the contrary:     (a) All options for shares of the Company stock granted to Executive on May 16, 2007, whetherheld by Executive or unvested as of the Agreement Effective Date, shall expire on the AgreementEffective Date;     (b) All options for shares of the Company stock granted to Executive on March 8, 2006 whichremain unvested as of the Agreement Effective Date shall vest on December 31, 2008, and all optionsfor shares of the Company stock granted to Executive on March 8, 2006 shall expire if not exercisedwithin ninety (90) days after December 31, 2008;     (c) All options for shares of the Company stock granted to Executive on March 10, 2008 whichremain unvested as of the Agreement Effective Date shall vest on December 31, 2008, and all optionsfor shares of the Company stock granted to Executive on March 10, 2008 shall expire if notexercised within ninety (90) days after December 31, 2008     (d) All options for shares of the Company stock granted to Executive on any dates other thanthose listed in Section 3.1 (a), (b) or (c) above shall continue to be subject to all of the termsand conditions of the agreements under which those options were granted.     This Section 3.1 supersedes and replaces Sections 3.7 and 5.2(g) of Executive’s EmploymentAgreement dated January 1, 2008 and such Sections 3.7 and 5.2(g) shall be of no further force oreffect.     4. Consideration. Executive acknowledges that Executive would not be entitled to theSeparation Benefit provided for in paragraph 3 above in the absence of Executive’s signing of thisAgreement, that the Separation Benefit constitutes a substantial economic benefit to Executive, andthat it constitutes good and valuable consideration for the various commitments undertaken byExecutive in this Agreement.
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     5. Parties Released. For purposes of this Agreement, the term “**Releasees**” means theCompany, its past and present parents, subsidiaries, divisions, and affiliated companies; theirrespective predecessors, successors, assigns, benefit plans, and plan administrators; and theirrespective past and present shareholders, directors, trustees, officers, employees, agents,attorneys and insurers.     6. General Release. Executive, for and on behalf of Executive and each of Executive’spersonal and legal representatives, heirs, devisees, executors, successors and assigns, herebyacknowledges 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, whetherknown or unknown, suspected or unsuspected, or fixed or contingent, which Executive holds as of thedate Executive signs this Agreement, or at any time previously held against the Releasees, or anyof 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,the termination of his employment;     (b) Arising out of or in any way related to any contract or agreement between Executiveand the Company;     (c) Arising under or based on the Equal Pay Act of 1963; Title VII of the Civil RightsAct of 1964, as amended; Section 1981 of the Civil Rights Act of 1866; the Americans WithDisabilities Act of 1990; the Family and Medical Leave Act of 1993; the Fair Labor StandardsAct of 1938; the National Labor Relations Act; the Worker Adjustment and RetrainingNotification Act of 1988; Executive Retirement Income Security Act of 1974 (ERISA)(excepting claims for vested benefits, if any, to which Executive is legally entitledthereunder); the Illinois Constitution; the Illinois Wage Payment and Collection Law; theIllinois Minimum Wage Law; the Illinois Human Relations Act; and the Illinois WhistleblowerAct;     (d) 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 violationthereof based on any action or failure to act by the Releasees, or any of them, at any timeprior to the effective date of this Agreement; and     (e) Arising out of or in any way related to any federal, state, county or localconstitutional provision, law, statute, ordinance, decision, order, policy or regulationprohibiting employment discrimination; providing for the payment of wages or benefits,providing for a paid or unpaid leave of absence; otherwise creating rights or claims foremployees, including, but not limited to, any and all claims alleging breach of publicpolicy, whistleblowing, retaliation, the implied obligation of good faith and fair dealing;any express or implied oral or written contract, handbook, manual, policy statement oremployment practice; or alleging misrepresentation, defamation, libel, slander, interferencewith contractual relations, intentional or negligent infliction of emotional distress,invasion of privacy, false imprisonment, assault, battery, fraud, negligence, or wrongfuldischarge.     7. Intended Scope of Release. It is the intention of the parties and is fullyunderstood and agreed by them that this Agreement includes a General Release of all Claims (withthe exception of breaches of this Agreement and claims for vested benefits, if any, to whichExecutive is legally entitled under ERISA), which Executive holds or previously held againstReleasees, or any of them, whether or not they are specifically referred to herein. No referenceherein to any specific claim, statute or obligation is intended to limit the scope of this GeneralRelease and, notwithstanding any such reference, this Agreement shall be effective as a full andfinal bar to all Claims of every kind and nature, whether known or unknown, suspected orunsuspected, or fixed or contingent, released in this Agreement.
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     8. Executive Waiver of Rights. As part of the foregoing General Release, Executive iswaiving all of Executive’s rights to any recovery, compensation, or other legal, equitable orinjunctive relief (including, but not limited to, compensatory damages, liquidated damages,punitive damages, back pay, front pay, attorneys’ fees, and reinstatement to employment), fromReleasees, or any of them, in any administrative, arbitral, judicial or other action brought by oron 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 thisAgreement, Executive agrees that Executive will not initiate, bring or prosecute any suit or actionagainst any of the Releasees in any federal, state, county or municipal court, with respect to anyof the Claims released in this Agreement. Notwithstanding the forgoing, nothing in this Agreementshall preclude Executive from bringing suit to challenge the validity or enforceability of thisAgreement under the Age Discrimination in Employment Act as amended by the Older Workers BenefitProtection 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 tochallenge the validity or enforceability of this Agreement under the Age Discrimination inEmployment Act as amended by the Older Workers Benefit Protection Act), or if the Executivematerially breaches any of the terms of this Agreement, then Executive shall be liable for thepayment of all damages, costs and expenses (including attorneys’ fees) incurred by the Releasees,or any of them, in connection with such suit, action or breach: provided, however, that theReleasees prevail in any such suit or action brought by any of the Releasees claiming thatExecutive has materially breached any of the terms of this Agreement.     11. No Admission of Liability. Nothing in this Agreement constitutes or shall beconstrued as an admission of liability on the part of the Releasees, or any of them. The Releaseesexpressly deny any liability of any kind to Executive, and particularly any liability arising outof or in any way related to Executive’s employment with the Company or the termination ofExecutive’s employment.     12. Post-Employment Covenants.     (a) Executive hereby reaffirms and agrees to abide by all confidentiality and nondisclosureobligations, nonsolicitation obligations, noncompetition obligations and any other post-employmentobligations to which Executive is subject under any contract or agreement between Executive and theCompany as well as the Illinois Trade Secrets Act, any other Illinois statute and Illinois commonlaw.     (b) Executive shall keep confidential the terms of this Agreement, and agrees that neither he,nor Executive’s attorneys, nor any of Executive’s agents, shall directly or indirectly disclose anysuch matters (other than to the Equal Employment Opportunity Commission, the Illinois Human RightsCommission, or any other federal, state or local fair employment practices agency), unless writtenconsent is given by the Company’s President, or unless required to comply with any federal, stateor local law, rule or order. However, this paragraph will not prohibit Executive from disclosingthe terms of this Agreement to Executive’s attorneys, accountants or other tax consultants asnecessary for the purpose of securing their professional advice, or in connection with any suit oraction alleging a breach of this Agreement, or to the Executive’s spouse.     (c) Executive agrees that, after the Termination Effective Date, Executive will not access orattempt to access, directly or indirectly, by any matter whatsoever, the Company’s computernetwork, including without limitation, the Company’s e-mail system, the Company’s electronicdocument storage and retrieval system, and the Company’s computer network servers and relatedequipment.     (d) Executive acknowledges and agrees that, during the period of time from the AgreementEffective Date through and including December 31, 2008 (and thereafter to the extent required bythe U.S. or Canadian securities laws), he will be considered an “insider” for purposes of the U.S.and Canadian securities laws and he will comply with all restrictions imposed on insiders and namedexecutives under those laws in connection with trading in the securities of Company.
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     13. Warranty of Return of Company Property. Executive warrants and acknowledges that,upon the Termination Effective Date or upon earlier demand by the Company, with the exception ofExecutive’s current Dell laptop computer and Blackberry PDA/phone, Executive will turn over to theCompany all equipment or other property issued to Executive’s by the Company, along with alldocuments, notes, computer files, and other materials which Executive had in Executive’s possessionor subject to Executive’s control, relating to the Company and/or any of its customers.     14. Warranty and Covenant of Nondisparagement. Executive (i) warrants that during thetime period between when Executive was notified of the termination of Executive’s employment withthe Company and Executive’s signing of this Agreement, Executive has not made any disparagingremarks about the Releasees which are likely to cause harm to Releasees, collectively orindividually, or their products and services (“**Disparaging Remarks**”) and (ii) agrees that Executiveshall not make any Disparaging Remarks following Executive’s signing of this Agreement. The Company(i) warrants that during the time period between when Executive was notified of the termination ofExecutive’s employment with the Company and Executive’s signing of this Agreement, neither theCompany nor any of its directors, officers, management or employees has made any DisparagingRemarks about the Executive which are likely to cause harm to Executive, and (ii) agrees thatneither the Company nor any of its directors, officers, management or employees shall make anyDisparaging Remarks following Executive’s signing of this Agreement.     15. Consideration Period. **Executive is advised of to consult with an attorney or otherrepresentative of Executive’s choice prior to signing this Agreement.**Executive has a period oftwenty-one (21) days within which to consider and accept the Agreement. This twenty-one (21) dayperiod begins to run from May 27, 2008, which Executive acknowledges is the date on which Executivereceived a copy of this Agreement (if not earlier). Executive agrees that any changes ormodifications (material or otherwise) made to the Agreement prior to its execution by Executiveshall not restart the twenty-one (21) day consideration period.     16. Revocation Period. Executive understands that Executive has the right to revokethis Agreement at any time within seven (7) days after Executive signs it and that the Agreementshall not become effective or enforceable until this revocation period has expired withoutrevocation.     17. Warranty of Understanding and Voluntary Nature of Agreement. Executiveacknowledges that Executive has carefully read and fully understands all of the provisions of thisAgreement; that Executive knows and understands the rights Executive is waiving by signing thisAgreement; and that Executive has entered into the Agreement knowingly and voluntarily, withoutcoercion, duress or overreaching of any sort.     18. Severability. The provisions of this Agreement are fully severable. Therefore, ifany provision of this Agreement is for any reason determined to be invalid or unenforceable, suchinvalidity or unenforceability will not affect the validity or enforceability of any of theremaining provisions. Furthermore, any invalid or unenforceable provisions shall be modified orrestricted 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 excisedfrom the Agreement without affecting the validity or enforceability of any of the remainingprovisions. The parties agree that any such modification, restriction or excision may beaccomplished by their mutual written agreement or, alternatively, by disposition of a court orother tribunal.     19. Entire Agreement/Integration. This Agreement constitutes the sole and entireagreement between Executive and the Company with respect to the subjects addressed in it, andsupersedes all prior or contemporaneous agreements, understandings, and representations, oral andwritten, with respect to those subjects.     20. No Waiver By the Company. No waiver, modification or amendment of any of theprovisions of this Agreement shall be valid and enforceable unless in writing and executed byExecutive and the Company’s President.
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     21. Successors and Assigns. This Agreement shall be binding upon, and shall inure tothe benefit of, Executive and Executive’s personal and legal representatives, heirs, devisees,executors, successors and assigns, and the Company and its successors and assigns.     22. Choice of Law. This Agreement and any amendments hereto shall be governed by andconstrued in accordance with the laws of the State of Illinois, without regard to conflicts of lawprinciples.AGREED:           **COMPANY:**   **EXECUTIVE:**               **SXC HEALTH SOLUTIONS CORPORATIONand SXC HEALTH SOLUTIONS, INC.**                   By: /s/ Jeff Park June 16, 2008 /s/ Gordon S. Glenn  June 16, 2008               Jeff Park Date Gordon S. Glenn Date  
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**EXHIBIT A****CONFIDENTIAL SUPPLEMENTAL RELEASE AGREEMENT**     This Confidential Supplemental Release Agreement (“**Supplemental Release Agreement**”) is enteredinto by and between Gordon S. Glenn, an individual (“**Executive**”), and SXC Health SolutionsCorporation and its subsidiary, SXC Health Solutions, Inc. (collectively, the “**Company**”):     1. Termination of Employment. Executive acknowledges that his employment with theCompany terminated effective December 31, 2008 (“**Termination Effective Date**”), pursuant to theConfidential Separation Agreement and General Release (“**Separation Agreement**”), previously enteredinto between Executive and the Company.     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 exceptaccrued but unused vacation time) due from the Company through the payroll period immediately priorto the Termination Effective Date. Executive and the Company acknowledge that Executive willreceive a lump-sum payment equal to any final compensation (including his accrued but unusedvacation time) earned but not yet paid to Executive on the Company’s next regular payday followingthe Termination Effective Date.     3. Extension of Separation Agreement. The Separation Agreement is hereby extendedthrough the Termination Effective Date. The terms and provisions of the Separation Agreement,including, but not limited to, the general release provisions found in Section 6, are incorporatedby reference herein and made a part hereof.     4. Consideration. In consideration for this Supplemental Release Agreement, Executivewas provided the Separation Benefit set forth in paragraph 3 of the Separation Agreement, whichExecutive acknowledges constitutes good and valuable consideration for the various commitmentsundertaken by Executive in the Supplemental Release Agreement and the Separation Agreement.     5. Revocation Period. Executive understands that he has the right to revoke thisSupplemental Release Agreement at anytime within seven (7) days after he signs it and that theSupplemental Release Agreement shall not become effective or enforceable until the revocationperiod has expired without revocation.**AGREED:**           **COMPANY:**   **EXECUTIVE:**               **SXC HEALTH SOLUTIONS CORPORATIONand SXC HEALTH SOLUTIONS, INC.**                  By:                        {Insert Title of Signor} Date Gordon S. Glenn Date  
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