Exhibit 10.5
 SXC HEALTH SOLUTIONS CORP.
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
 
 Award Subject to Acceptance of Agreement
 Restriction Period and Vesting; Performance Target




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(i)
    
    require that shares of stock of the corporation resulting from such Change in
Control, or a parent corporation thereof, be substituted for some or all of the Shares
(as defined in Section 3) issuable pursuant to the Award, as determined by the Board of
Directors; and/or(ii)
    
    require the Award, in whole or in part, to be surrendered to the Company by the
Employee and to be immediately cancelled by the Company, and provide for the Employee
to receive a cash payment in an amount not less than the amount determined by
multiplying the Target RSU Number (but after giving effect to any adjustment pursuant
to Section 12.4 of the Plan in respect of any transaction that gives rise to such
Change in Control) by the highest per share price offered to holders of shares of the
Companys common stock, no par value per share (the Common Stock), in any transaction
whereby the Change in Control takes place.
   Conversion of Restricted Stock Units and Issuance of Shares
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No Rights as a Shareholder; Dividend Equivalents
 Termination of Award
 Additional Terms and Conditions of Award
 Nontransferability of Award
 Withholding Taxes
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Compliance with Applicable Law
 Delivery of Certificates
 Award Confers No Rights to Continued Employment
 Decisions of Board or Committee
 Company to Reserve Shares
 Agreement Subject to the Plan; Section 409A of the Code
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Miscellaneous Provisions
 Meaning of Certain Terms
 Successors
 Notices
 Governing Law
 Reports Filed with the Securities and Exchange Commission
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Counterparts
 SXC HEALTH SOLUTIONS CORP.By:Name:Title: Accepted this  day of, 20
 _____Employee
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provided however provided further
 provided however provided further




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
    
    If the effective date of Employees termination of employment or the date of death, as
the case may be, occurs on or after December 31, 2009 and prior to December 31, 2010, and
the actual Performance Measure achievement level of the Company for the fiscal year ending
December 31, 2009 equals or exceeds the 2009 earnings per share minimum of $0.90, then a
pro rata portion of the restricted stock units subject to the Award shall
immediately vest. The pro rata portion will be calculated by determining the number of
restricted stock units that would have vested if the Performance Period was comprised of
2009 only, and multiplying that number by one-third (1/3). The remainder of the Award shall
be forfeited and cancelled by the Company.
 
    
    If the effective date of Employees termination of employment or the date of death, as
the case may be, occurs on or after December 31, 2010 and prior to December 31, 2011, and
the actual Performance Measure achievement level of the Company for the fiscal years ending
December 31, 2009 and December 31, 2010 equals or exceeds the cumulative earnings per share
minimum for 2009 and 2010 of $1.93, then a pro rata portion of the restricted stock units
subject to the Award shall immediately vest. The pro rata portion will be calculated by
determining the number of restricted stock units that would have vested if the Performance
Period was comprised of 2009 and 2020 only, and multiplying that number by two-thirds
(2/3). The remainder of the Award shall be forfeited and cancelled by the Company.
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BENEFICIARY DESIGNATION FORM
   Primary Beneficiary(ies):Secondary Beneficiary(ies):
  Name of Employee
    
    Employees Signature(Please Print)Date