EMPLOYMENT AGREEMENT

Exhibit 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is effective as of the 30^th day of June, 2008, by and between Mark Thierer (“Executive”) and SXC Health Solutions Corporation and its subsidiary, SXC Health Solutions, Inc. (collectively, the “Company”).

RECITALS

A. The Company desires to continue to employ Executive under the terms and conditions set forth in this Agreement and Executive desires to continue to be employed by the Company under the terms and conditions set forth in this Agreement.

B. Immediately prior to the effective date of this Agreement, Executive was employed as the Company’s President and Chief Operating Officer. Effective June 30, 2008, Executive became the Company’s President and Chief Executive Officer. This Agreement memorializes certain terms and conditions of Executive’s employment with the Company as its President and Chief Executive Officer.

C. Executive acknowledges that as a member of the Company’s senior management team (“Senior Executive Team”), he is one of the persons charged with responsibility for the implementation of the Company’s business plans, and that Executive is one of only a few employees who will have regular and complete access to various confidential and/or proprietary information relating to the Company. Further, Executive acknowledges that his covenants to the Company hereinafter set forth, specifically including but not limited to his covenant not to engage in competition with the Company, are being made in partial consideration of the Company’s willingness to continue to employ Executive under the terms and conditions set forth in this Agreement. As a condition of that employment, the Company requires that this Agreement be entered into pursuant to which Executive furnishes the Company with, among other things, certain covenants of Executive, including Executive’s covenant not to compete with the businesses of the Company for a reasonable period of time.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereby agree as follows:

ARTICLE I
EMPLOYMENT RELATIONSHIP

1.1 Employment. Subject to the terms and conditions of this Agreement, the Company hereby agrees to employ Executive to serve as the Company’s President and Chief Executive Officer, and Executive hereby accepts such employment, and agrees to perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner.

1.2 Duties. Executive shall be the Company’s President and Chief Executive Officer, and shall participate as a member of the Company’s Senior Executive Team. Executive shall report to the Company’s Board of Directors. Executive shall perform his duties under this Agreement at the Company’s facilities in Lisle, Illinois or any subsequent location of the Company’s primary administrative operations.

1.3 Officer Position/Resignation of Board Membership. Executive is an officer of the Company. The Company covenants and agrees that (i) Executive currently is a member of its Board of Directors, and (ii) Executive shall be slated as a nominee to the Company’s Board of Directors for so long as he remains the Company’s Chief Executive Officer. Executive shall resign his position as an officer of the Company and membership on the Company’s Board of Directors if his employment with the Company as its Chief Executive Officer terminates for any reason, with his resignation being effective no later than the effective date of the termination of his employment.

1.4 Exclusive Employment. While employed by the Company hereunder, Executive covenants to the Company that he will devote his entire business time, energy, attention and skill to the Company (except for permitted vacation periods and periods of illness or other incapacity), and use his good faith best efforts to promote the interests of the Company. The foregoing shall not be construed as prohibiting Executive from spending such time as may be reasonably necessary to attend to his personal affairs and investments so long as such activities do not conflict or interfere with Executive’s obligations and/or timely performance of his duties to the Company.

1.5 Executive Representations and Warranties as to Employability. Executive hereby represents and warrants to the Company that:

(a) The execution, delivery and performance by Executive of this Agreement and any other agreements contemplated hereby to which Executive is a party do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound;

(b) Executive is not a party to or bound by any employment agreement, non-competition agreement or confidentiality agreement with any other person or entity (or if a party to such an agreement, Executive has disclosed the material terms thereof to the Board prior to the execution hereof and promptly after the date hereof shall deliver a copy of such agreement to the Board);

(c) Upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms; and

(d) Executive hereby acknowledges and represents that he has been given the opportunity to consult with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

ARTICLE II
PERIOD OF EMPLOYMENT

2.1 Employment Period. Executive’s employment hereunder shall commence on June 30^th, 2008, and shall continue hereunder until the date fixed by the provisions of section 2.2 hereof, subject to the early termination provisions of Article V hereof (the “Employment Period”).

2.2 Initial Term of Employment Period and Extension Terms. The Employment Period shall initially continue for a term commencing on the date set forth in section 2.1, above, and ending on June 29, 2011 (the “Initial Term”). The Employment Period shall be automatically extended for successive one (1) year periods following the expiration of the Initial Term (each period being hereinafter referred to as an “Extension Term”) upon the same terms and conditions provided for herein unless either party provides the other party with advance written notice of its or Executive’s intention not to extend the Employment Period; provided, however, that such notice must be delivered by the non-extending party to the other party not later than sixty (60) days prior to the expiration of the Initial Term or any Extension Term, as the case may be. If the Employment Period is not extended as a result of notice to Executive by the Company, and Executive’s employment with the Company terminates as a result thereof, then Executive’s termination shall be a treated as a Termination by the Company without Cause for purposes of section 5.2 hereof.

ARTICLE III
COMPENSATION

3.1 Annual Base Compensation. During the Employment Period the Company shall pay to Executive an annual base salary in the amount of Four Hundred Twenty Five Thousand and 00/100 Dollars ($425,000.00) (the “Annual Base Compensation”). The Annual Base Compensation shall be paid in regular installments in accordance with the Company’s regular payroll practices, and shall be subject to all required federal, state and local withholding taxes. Executive’s Annual Base Compensation shall be reviewed annually by the Compensation Committee of the Company’s Board of Directors, which shall make a recommendation for possible salary modifications subject to approval by the Company’s Board of Directors, and any such modified amount shall become the Annual Base Compensation hereunder.

3.2 Executive Performance Bonus. In respect of each calendar year falling within the Employment Period, Executive shall be eligible to earn an incentive compensation bonus, depending upon the achievement of the Company’s and Executive’s performance objectives (the “Incentive Compensation Bonus”). The amount of the Incentive Compensation Bonus shall be targeted at one hundred percent (100%) of Executive’s Annual Base Compensation (“Target Incentive Compensation Bonus”) and capped at two hundred percent (200%) of Executive’s Annual Base Compensation with the specific percentage determined by the Company’s Board of Directors after the close of the Company’s fiscal year (December 31).

The Incentive Compensation Bonus, if any, shall be paid to Executive at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses, which shall be in no event later than the March 15 following the close of the Company’s fiscal year. If Executive’s employment terminates as a result of a Termination for Cause or a resignation that is not a Resignation for Good Reason, then no Incentive Compensation Bonus shall be paid to Executive for the calendar year in which the termination occurred. To the extent practicable, the Company’s Board of Directors will notify Executive of Executive’s performance objectives for the year in January of that year.

3.3 Expenses. During the Employment Period, Executive shall be entitled to reimbursement of all business expenses reasonably incurred in the performance of Executive’s duties for the Company, including reasonable travel-related expenses, upon submission of all receipts and accounts with respect thereto, and approval by the Company thereof, in accordance with the then current business expense reimbursement policies of the Company.

3.4 Vacation. Executive shall be entitled to accrue over the course of the calendar year paid vacation time in accordance with the Company’s then current vacation policy.

3.5 Insurance. The Company shall provide Executive with the following insurance benefits during the Employment Period:

a. Dental, vision and supplemental health insurance in accordance with the terms and conditions of the applicable plans and Company policies then in effect.

b. A term life insurance policy with a death benefit in the amount of 2.5 times Executive’s Annual Base Compensation in accordance with the applicable plans and Company policies then in effect, subject to a maximum death benefit of $500,000.00.

c. Additional Executive Group Life Insurance in the amount of $500,000.00 (contingent upon insurance company approval).

d. Accidental death and dismemberment insurance in accordance with the applicable plans and Company policies then in effect.

e. Short and long-term disability insurance in accordance with the applicable plans and Company policies then in effect.

3.6 Retirement Plan. Executive shall be eligible to participate in the Company’s deferred compensation plans, including its 401(k) plan.

3.7 Grant of Stock Options/Existing Stock.

a. In addition to and not in lieu of any stock options previously granted to Executive, on or around August 10, 2008, following the black out period related to the meeting of the Board of Directors scheduled around that date (“Board Meeting”), Executive shall be granted options (“Options”) to purchase 135,000 shares of common stock of the Company. The Options are subject to the Company’s Stock Option Plan then in operation at the time they are granted as may be amended from time to time. The Options shall be granted at an exercise price equal to the fair market value of a share of Company common stock as defined by the plan document. The options shall vest in one-fourth increments annually on the anniversary of the grant date, becoming fully vested four years after the grant date. Other than as discussed in Section 5.2(f) of this Agreement, the options shall expire five (5) years from the grant date.

b. Upon either Executive’s Resignation for Good Reason, the termination of Executive’s employment through a Termination by the Company without Cause or due to Death or Total Disability, or upon Termination due to a Change of Control, all unvested Options shall immediately vest. For clarification, no previously unvested Options shall vest if Executive’s employment with the Company terminates through either a Termination by the Company for Cause or a resignation by the Executive that does not constitute a Resignation for Good Reason.

3.8 Stock Option Plan. Executive shall be permitted to participate in the Company’s Stock Option Plan in the same manner as the Company’s other Senior Executive Team members, with future annual grants based on Executive’s performance as determined by the Company’s Board of Directors.

3.9 Other Fringe Benefits. During the Employment Period, Executive shall be entitled to receive such of the Company’s other fringe benefits as are being provided to other Executives of the Company on the Senior Executive Team.

3.10 Vehicle Allowance. Executive shall receive a monthly payment of Eight Hundred Seventy Five and 00/100 Dollars ($875.00) for Executive’s use of a personal automobile for business use (“Vehicle Allowance”). The Vehicle Allowance shall be subject to all required federal, state and local withholding.

ARTICLE IV
COVENANTS OF EXECUTIVE

4.1 Covenants Regarding Developments. Executive agrees as follows with regard to any developments that relate to the Company’s business or Confidential and Proprietary Information, or that Executive conceives, makes, develops or acquires, including, but not limited to, any trade secrets, discoveries, inventions, improvements, ideas, programs, formulas, diagrams, designs, plans and drawings, whether or not reduced to writing, patented, copyrighted or trademarked (“Developments”):

(a) Executive shall promptly and fully disclose all Developments to the Company, and shall prepare, maintain, and make available to the Company adequate and current written records of such Developments and all modifications, research, and studies made or undertaken by Executive with respect thereto.

(b) All Developments and related records shall become and remain the exclusive property of the Company and, to the extent Executive has any rights thereto, Executive hereby assigns all such rights, title, and interest to the Company.

(c) Upon request by the Company, Executive, at any time, whether during or after Executive’s employment by the Company, shall execute, acknowledge and deliver to the Company all assignments and other documents which the Company deems necessary or desirable to: (i) vest the Company with full and exclusive right, title, and interest to such Developments, and (ii) enable the Company to file and prosecute an application for, or acquire, maintain or enforce, all letters of patent, trademark registrations, and copyrights covering such Developments.

(d) The foregoing provisions regarding assignments do not apply to any Developments for which no equipment, supplies, facility or trade secret information of the Company was used, and which were developed entirely on Executive’s own time, unless the Developments: (i) relate to the Company’s business or to its actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for the Company.

4.2 Ownership and Covenant to Return Documents, etc. Executive agrees that all Company work product and all documents or other tangible materials (whether originals, copies or abstracts), including without limitation, price lists, quotation guides, outstanding quotations, books, records, manuals, files, sales literature, training materials, customer records, correspondence, computer disks or print-out documents, contracts, orders, messages, phone and address lists, invoices and receipts, and all objects associated therewith, which in any way relate to the business or affairs of the Company either furnished to Executive by the Company or are prepared, compiled or otherwise acquired by Executive during the Employment Period, shall be the sole and exclusive property of the Company. Executive shall not, except for the use of the Company, use, copy or duplicate any of the aforementioned documents or objects, nor remove them from the facilities of the Company, nor use any information concerning them except for the benefit of the Company, either during the Employment Period or thereafter. Executive agrees that he will deliver all of the aforementioned documents and objects that may be in his possession to the Company on the termination of his employment with the Company, or at any other time upon the Company’s request.

4.3 Nondisclosure Covenant. Executive recognizes that by virtue of Executive’s employment with the Company, Executive will be granted otherwise prohibited access to trade secrets and other confidential and proprietary information that is not known to its competitors or within the industry generally, that was developed by the Company over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to the Company. This information (“Confidential and Proprietary Information”) includes, but is not limited to, the Company’s trade secrets; information relating to the Company’s production practices and methods of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service and product costs; profit margins and minimally acceptable profit margins;

pricing structures and incentive plans; vendors; financial position and business plans; marketing plans; computer programs and databases; research projects; new product and service developments; and any other information of the Company or any of its vendors or customers that the Company informs Executive, or which Executive should know by virtue of his position or the circumstances in which he learned it, is to be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a breach of this Agreement or Executive’s obligations under a statutory or common law obligation) or (ii) obtained by Executive from a third party subsequent to the termination of Executive’s employment with the Company (except where the third party obtains the information in violation of a contractual obligation, a statutory or common law obligation). Executive agrees that during the Employment Period and at all times thereafter (a) Executive will not disclose, use or permit others to use any Confidential and Proprietary Information, or otherwise make use of any of it for his own purposes or the purposes of another, except as required in the course of his employment for the benefit of the Company or as required by law, and (b) Executive will take all reasonable measures, in accordance with the Company’s policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or use.

4.4 Noninterference Covenant. Executive agrees that during the Employment Period and for the twelve (12) month period thereafter (“Restricted Period”), he will not, for any reason, directly or indirectly solicit, hire, or otherwise do any act or thing which may induce any other employee of the Company (who is employed by the Company at the end of Executive’s employment with the Company) to leave the employ of the Company.

4.5 Covenant of Nonsolicitation of Customers. Executive acknowledges the Company’s legitimate interest in protecting its customers for a reasonable period of time following the termination of Executive’s employment. Accordingly, Executive agrees that during the Restricted Period, Executive will not: (a) directly or indirectly, solicit or accept business from, or provide products or services to, any Customer, where such business, products or services would be competitive with the Company’s business, products or services as described in Section 4.6, or (b) do any act or thing which may interfere with or adversely affect the relationship (contractual or otherwise) of the Company with any Customer or vendor of the Company or induce any such Customer or vendor to cease doing business with the Company. For purposes of this paragraph, the term “Customer” means (i) a customer of the Company to which Executive sold or provided the Company’s products or services at any time during the two (2) year period immediately preceding the termination of Executive’s employment, (ii) any entity for which Executive orchestrated, developed, supervised, coordinated or participated in marketing strategy, marketing plans and marketing campaigns on behalf of the Company at any time during the two (2) year period immediately preceding the termination of Executive’s employment, or (iii) any entity as to which Executive acquired Confidential and Proprietary Information at any time during Executive’s employment with the Company.

4.6 Covenant Not to Compete. Executive expressly acknowledges that (i) the Company is and will be engaged in the business of providing pharmacy benefit management services and healthcare transaction processing services and information technology solutions to the pharmaceutical industry, including without limitation: (x) pharmacy benefits services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, mail order pharmacy services, specialty pharmacy services, and consumer web services; (y) pharmacy practice management and point of sale (POS) systems for retail pharmacy (independents and chains), institutional/nursing home pharmacy, and high-volume mail order pharmacy; and (z) specialty pharmacy products and services; (ii) Executive is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company; (iii) Executive’s performance of his services for the Company hereunder will afford Executive full and complete access to and cause Executive to become highly knowledgeable about the Company’s Confidential and Proprietary Information; (iv) the agreements and covenants contained in this section 4.6 are essential to protect the business and goodwill of the Company, because, if Executive enters into any activities competitive with the businesses of the Company, Executive will cause substantial harm to the Company; (v) Executive will be exposed to the Company’s largest customers; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada (“Business Territory”); and (vii) Executive’s covenants to the Company set forth in this section 4.6 are being made in consideration of the Company’s willingness to employ him. Accordingly, Executive hereby agrees that during the Restricted Period, Executive shall not, within the Business Territory, directly or indirectly own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is competitive with any business actively being engaged in by the Company or actively (and demonstrably) being considered by the Company for entry into on the date of the termination of Executive’s employment with the Company. The preceding to the contrary notwithstanding, Executive shall be free to make investments in the publicly traded securities of any corporation, provided that such investments do not amount to more than 1% of the outstanding securities of any class of such corporation.

4.7 Remedies for Breach. Executive recognizes that the rights and privileges granted to Executive by this Agreement, and Executive’s corresponding covenants to the Company, are of a special, unique, and extraordinary character, the loss of which cannot reasonably or adequately be compensated for in damages in any action at law or through the offset or withholding of any monies to which Executive might be entitled from the Company. Accordingly, Executive understands and agrees that the Company shall be entitled to equitable relief, including a temporary restraining order and preliminary and permanent injunctive relief, to prevent or enjoin a breach of this Agreement. Executive also understands and agrees that any such equitable relief shall be in addition to, and not in substitution for, any other relief to which the Company may be entitled.

ARTICLE V
TERMINATION

5.1 Termination and Triggering Events. Notwithstanding anything to the contrary elsewhere contained in this Agreement, the Employment Period shall terminate at the expiration of the Initial Term or any Extension Term upon notice as provided in section 2.2, or prior to the expiration of the Initial Term or any Extension Term upon the occurrence of any of the following events (hereinafter referred to as “Triggering Events”): (a) Executive’s death; (b) Executive’s Total Disability; (c) Executive’s Resignation; (d) Termination by the Company for Cause; (e) Termination by the Company without Cause; (f) Termination Arising Out of a Change of Control; or (g) Resignation for Good Reason.

5.2 Rights Upon Occurrence of a Triggering Event. Subject to the provisions of section 5.3 hereof, the rights of the parties upon the occurrence of a Triggering Event prior to the expiration of the Initial Term or any Extension Term shall be as follows:

(a) Death or Total Disability. If the Triggering Event was Executive’s Death or Total Disability, then Executive shall be entitled to receive (i) Executive’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; and (ii) payment of a Executive’s Incentive Compensation Bonus for the year in which the termination occurred, if any, pro rated to Executive’s date of termination.

(b) Resignation or Termination by the Company for Cause. If the Triggering Event was Executive’s Resignation (other than a Resignation for Good Reason) or a Termination by the Company for Cause, then Executive shall be entitled to receive Executive’s Annual Base Compensation and accrued but unused vacation time through the date of the Triggering Event, and to continue to participate in the Company’s executive welfare plans and programs (including, without limitations, health insurance plans) through the date of the Triggering Event and, thereafter, only to the extent permitted under the terms of such plans and programs.

(c) Termination by Company without Cause/Resignation for Good Reason. If the Triggering Event was a Termination by the Company without Cause (that is not a Termination Arising Out of a Change of Control) or a Resignation for Good Reason, then Executive shall be entitled to receive (i) Executive’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of Executive’s Target Incentive Compensation Bonus for the year in which the termination occurred, if any, pro rated to Executive’s date of termination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses); and (iii) the Severance Benefit. Executive shall receive the benefits provided in subsections 5.2(c)(ii) and (iii) within thirty (30) days of Executive signing a Separation Agreement and General Release similar to that attached hereto as Exhibit A.

(d) Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control, then Executive shall be entitled to receive (i) Executive’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of Executive’s Target Incentive Compensation Bonus for the year in which the termination occurred, if any, pro rated to Executive’s date of termination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses); and (iii) the Change of Control Severance Benefit. Executive shall receive the benefits provided in subsections 5.2(d)(ii) and (iii) in a single sum payable on the six (6) month anniversary of the Triggering Event (or, if earlier, upon the death of the Executive, pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), contingent on Executive signing a Separation Agreement and General Release similar to that attached hereto as Exhibit A.

(e) Cessation of Entitlements and Company Right of Offset. Except as otherwise expressly provided herein, all of Executive’s rights to salary, benefits, and bonuses hereunder (if any) which would otherwise accrue after the termination of the Employment Period shall cease upon the date of such termination. The Company may offset any loans, cash advances or fixed amounts which Executive owes the Company against any amounts it owes Executive under this Agreement.

(f) Treatment of Options. Executive shall exercise any vested options, including without limitation, any vested Options granted under this Agreement within ninety (90) days from date of the termination of his employment or those options shall expire.

(g) No Duplication of Benefits. For clarification, Executive shall receive benefits under only one subsection 5.2(a) through 5.2(d) of this Agreement.

For further clarity, the payments provided for in subsections 5.2(b), 5.2(c), and 5.2(d) of this Agreement will not be subject to any reduction or elimination, except as provided by subsection 5.2(e), or if Executive breaches any of his obligations under Article IV of this Agreement, but will not be reduced should Executive obtain alternative employment in accord with Article IV.

5.3 Survival of Certain Obligations. The provisions of Articles IV and VI shall survive any termination of the Employment Period, whether by reason of the occurrence of a Triggering Event or the expiration of the Initial Term or any Extension Term.

5.4 Definitions. For purposes of Article V, the following definitions apply:

(a) “Change of Control Severance Benefit” means:

(1) A lump-sum payment, less required tax withholding, equal to three times Executive’s Annual Base Compensation at the time of the termination of Executive’s employment;

(2) Three times the Target Incentive Compensation Bonus (not pro rated) for the year in which Executive’s employment terminated.

(3) Payment of the COBRA insurance continuation benefit on behalf of Executive, his spouse and their eligible dependents for eighteen (18) months following the termination of Executive’s employment; provided, the necessary elections are made by Executive, his spouse and their dependents and Executive, his spouse and their dependents remain eligible to receive COBRA insurance continuation benefits; and

(4) Outplacement services for up to twelve (12) months following the effective date of the termination of Executive’s employment with the Company through an outplacement firm selected by Executive and approved by the Compensation Committee of the Company’s Board of Directors.