October 28, 2004
Xx. Xxxxx X. Xxxxxx
Executive Vice President and
General Counsel
MIM Corporation
000 Xxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Re: Employment Agreement
Dear Xxxxx:
Reference is made to the Employment Agreement, dated as of March 1, 1999, by and between
MIM Corporation, a Delaware corporation, and yourself (as amended to date, the "Employment
Agreement"). This letter shall serve to further amend the Agreement, effective as of the date
hereof, on the following terms and conditions:
1.
Capitalized terms used herein and not defined herein
shall have the meanings given to those terms in the Agreement.
2.
Section 5.2(a) of the Employment Agreement is hereby amended to read in its entirety as follows:
"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 45 days following written notice thereof by
the executive to the Company: (i) the material reduction of the Executive's authority, duties and
responsibilities, or the assignment to the Executive of duties materially inconsistent with the
Executive's position or positions with the Company; (ii) the Company's material and continuing
breach of this Agreement; (iii) the reduction of your then current annual salary rate, without
your consent or (iv) the relocation of Executive's principal location of employment more than
50 miles from Executive's current site without Executive's consent.
3.
This letter also confirms our agreement that if the Employment Agreement is not renewed by the
Company (or any successor) upon expiration of the Term, such non-renewal shall be deemed a
termination of your employment without cause. In such event you shall be entitled to receive the
termination benefits set forth in Section 5.2(b) of the Employment Agreement, except that the period
during which you shall be entitled to receive continuation of your Annual Salary as set forth in
Section 5.2(b)(ii) shall be for a period of one (1) year from the date of termination.
4.
Except as modified hereby, the Agreement shall remain unmodified and in full force and effect
5.
This letter amendment shall be construed in accordance with, and its interpretation shall
otherwise be governed by, the laws of the State of New York, without giving effect to otherwise
applicable principles of conflicts of law.
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