AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this "Amendment") is effective
as of December 31, 2001, by and between MIM Corporation, a Delaware corporation
(the "Company"), and Xxxxxxx X. Xxxxxxxx ("Executive").
WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of December 1, 1998, which the Company and Executive previously amended
on October 11, 1999 (the "Employment Agreement");
WHEREAS, the Company and Executive have agreed to extend the term of
Executive's employment pursuant to the Employment Agreement through November 30,
2006 and desire to amend the Employment Agreement to reflect this extension; and
WHEREAS, the Company and Executive desire to clarify that the Company,
in its discretion, may grant stock options to Executive in addition to the grant
specified in Section 3.4 of the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Section 1 of the Employment Agreement is hereby amended to provide as
follows: "The Company hereby employs the Executive, and the Executive
hereby accepts such employment, commencing as of December 1, 1998 and
ending November 30, 2006, as Chief Executive Officer and Chairman of the
Board of Directors of the Company (the "Board") unless sooner terminated in
accordance with the provisions of Section 4 or Section 5 (the period during
which the Executive is employed hereunder, including any extensions or
renewals thereof, being hereinafter referred to as the "Term")."
2. Section 3.4 of the Employment Agreement is hereby amended to add the
following sentence to the end thereof: "After such grant, the Executive
shall be eligible for additional grants of options, if any, as recommended
by the Company's Compensation Committee."
3. Except as modified hereby, the Employment Agreement shall remain unmodified
and in full force and effect.
4. This 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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date set forth above.
MIM CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Executive Vice President
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
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