ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit 10.10
This Assignment and Assumption Agreement (the “Agreement”) is entered into as of December
27, 2009 by and between MEDCO HEALTH SERVICES, INC., a Delaware corporation (“Assignee”), and
MEDCO HEALTH SOLUTIONS, INC., a Delaware corporation (“Assignor”).
WHEREAS, Assignor is a party to an Employment Agreement dated February 10, 2009 with XXXXX
X. XXXX XX., relating to services provided by such party to Assignor and its subsidiaries (the
“Employment Agreement”) and
WHEREAS, Assignor and Assignee have agreed that Assignor shall assign to Assignee its
rights and obligations under the Employment Agreement, and Assignee shall assume the obligations
of Assignor under the Employment Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt, adequacy and legal
sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
1. Assignment. As of the Effective Date, Assignor hereby transfers, conveys and assigns to
Assignee, and Assignee hereby accepts from Assignor, all of Assignor’s right, title and interest in
and to the Employment Agreement subsisting as of and after the Effective Date. The “Effective Date”
shall mean the date hereof.
2. Assumption. As of the Effective Date, Assignee hereby assumes and agrees to observe and
perform all of the duties, obligations, terms, provisions and covenants of Assignor under the
Employment Agreement arising or accruing as of and after the Effective Date to the same extent
and in the same manner that the Assignor would be required to perform if no assignment had taken
place.
3. Retention of Certain Rights and Obligations. For clarity, Assignor retains all rights
and obligations under the Employment Agreement arising or accruing prior to the Effective Date.
4. Governing Law. This Agreement shall be construed and enforced in accordance with the laws
(other than the conflict of law rules) of the State of New York.
5. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which shall, taken together, be considered one and the
same agreement, it being understood that all parties need not sign the same counterpart.
6. Entire Agreement. This Agreement constitutes the whole and only agreement between the
parties relating to the transactions contemplated hereby and supersedes and extinguishes any
prior drafts, agreements, undertakings, representations, warranties and arrangements of any
nature whatsoever, whether or not in writing, relating hereto.
7. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors, legal representatives and assigns. Nothing in
this Agreement, expressed or implied, is intended to confer on any person other than the parties
hereto, and their respective successors, legal representatives and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.
8. Waiver. No failure to exercise, nor any delay in exercising, on the part of any
party hereto any right or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right or remedy prevent any further or other exercise thereof or
the exercise of any other right or remedy. The rights and remedies herein provided are cumulative
and not exclusive of any rights or remedies provided by law.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
ASSIGNOR:
|
ASSIGNEE: | |||
MEDCO HEALTH SOLUTIONS, INC.
|
MEDCO HEALTH SERVICES, INC. | |||
| By: | /s/ Xxxxxx X. Xxxxxxxx
|
By: | /s/ Xxxxx Xxxxxxxxxxx | |
Xxxxxx X. Xxxxxxxx
|
Xxxxx Xxxxxxxxxxx | |||
Senior Vice President/General Counsel
|
Senior Vice President/Human Resources | |||
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