October 28, 2004
Xx. Xxxxxxx X. Xxxxxxxx
Chairman and CEO
MIM Corporation
000 Xxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Re: Employment Agreement
Dear Rich:
Reference is made to the Employment Agreement, dated as of December 1, 1998, by and between
MIM Corporation, a Delaware corporation, and yourself (as amended to date, the "Employment
Agreement"). Capitalized terms used herein and not defined shall have the meanings ascribed
thereto in the Employment Agreement.
This letter 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.
Except as modified hereby, the Agreement shall remain unmodified and in full force and effect.
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.
Kindly signify your agreement to the foregoing by signing below and forward an executed copy to me
for our files.
Sincerely,
MIM Corporation
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Executive Vice President
Agreed and Accepted as of
the 28th day of October, 2004:
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
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