Amendment No. 1 to Employment Agreement
This Amendment No. 1 (this "Amendment") to Employment Agreement is entered
into as of May 15, 1998 by and between MIM Corporation, a Delaware corporation
(the "Company"), and Xxxxx X. Xxxxxx ("Executive").
WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of March 26, 1997 (the "Original Agreement");
WHEREAS, the Company and Executive desire to amend the Original Agreement
in certain respects;
NOW, THEREFORE, in consideration for 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. Capitalized terms used herein without definition shall have the
meanings ascribed to such terms in the Original Agreement and all
references to the "Agreement" in the Original Agreement shall
hereafter mean the Original Agreement as amended by this Amendment.
2. Section 1 of the Original Agreement is hereby amended to read in its
entirety as follows: "The Company hereby employs the Executive, and
the Executive hereby accepts such employment, commencing as of the
date hereof and continuing for a period ending May 15, 2001 or such
earlier date as this Agreement shall be terminated pursuant to the
provisions of Section 4 or Section 5 hereof (the period during which
the Executive is employed hereunder being hereinafter referred to as
the "Term")."
3. Section 2 of the Original Agreement is hereby amended to read in its
entirety as follows: "The Executive, in his capacity as Vice
President, General Counsel and Corporate Secretary, shall faithfully
perform for the Company the duties of said offices and such other
duties of an executive, managerial, or administrative nature as shall
be specified and designated from time to time by the Board of
Directors of the Company and the Chief Executive Officer of the
Company. The Executive shall devote substantially all of his business
time and effort to the performance of his duties hereunder."
4. All references in the Agreement to "Chief Operating Officer" shall be
deleted in its entirety.
5. The word "nine" appearing in: (A) clause (ii) of the second sentence
of Section 4.2; and (B) clause (ii) of the second sentence of Section
5.2(b) hereof is deleted, and substituted therefor shall be the word
"twelve".
6. Expect as modified hereby, the Agreement shall remain unmodified and
in full force and effect.
7. 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 Agreement effective as
of the date set forth above.
MIM CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Its: Chief Executive Officer
/s/ Xxxxx X. Xxxxxx
---------------------------------
Executive
