SECOND AMENDMENT TO THE MARK THIERER EMPLOYMENT AGREEMENT
Exhibit 10.1
SECOND AMENDMENT TO THE
XXXX XXXXXXX EMPLOYMENT AGREEMENT
XXXX XXXXXXX EMPLOYMENT AGREEMENT
WHEREAS, Xxxx Xxxxxxx (the “Executive”) and SXC Health Solutions Corporation and its
subsidiary, SXC Health Solution, Inc. (collectively, the “Company”) executed an employment
agreement (“Agreement”) effective as of June 30, 2008;
WHEREAS, the Board of Directors of the Company (the “Board”), through its Compensation
Committee (the “Committee”), has determined that the Agreement should be amended to clarify
the intent of the parties as to the acceleration of unvested units of equity in the Company held by
Executive in the event of termination for various reasons; and
WHEREAS, the Committee and Executive desire to amend the Agreement to fully clarify the intent of
the parties as aforesaid;
NOW, THEREFORE, BE IT RESOLVED, in accordance with the foregoing recitals, the Agreement is
amended as follows: |
1. | Subsection 3.7(b) of the Agreement shall be deleted in its entirety and replaced with the
following: |
“b. Upon termination of Executive’s employment due to Executive’s Resignation for Good Reason,
Termination by the Company without Cause, Termination due to Death or Total Disability, or
Termination Arising Out of a Change of Control, all unvested units of equity in the Company held by
Executive, including stock options and restricted stock units, whether granted in this Agreement or
by separate agreement or document, shall immediately vest. For clarification, no unvested units of
equity in the Company held by Executive shall vest if Executive’s employment with the Company
terminates due to Termination by the Company for Cause or a resignation by the Executive that does
not constitute a Resignation for Good Reason.”
IN WITNESS WHEREOF, the Chairman of the Committee and Executive hereby adopt this Second Amendment
to the Agreement, which Amendment is effective as of September 1, 2010.
COMPANY:
SXC HEALTH SOLUTIONS CORPORATION | |||||
and SXC HEALTH SOLUTIONS, INC. | |||||
By:
|
/s/ Xxxxxx Xxxxxx | September 1, 2010 | |||
of the Company’s Board of Directors | |||||
EXECUTIVE: | |||||
By:
|
/s/ Xxxx Xxxxxxx | September 1, 2010 | |||