FIRST AMENDMENT TO THE
JEFFREY G. PARK EMPLOYMENT AGREEMENT
WHEREAS , Jeffrey G. Park (the “ Executive
”) and SXC Health Solutions Corporation and its subsidiary,
SXC Health Solution, Inc. (collectively, the “ Company
”) executed an employment agreement (“ Agreement
”) effective as of June 30, 2008;
WHEREAS , the Board of Directors of the Company (the
“ Board ”), through its Compensation Committee
(the “ Committee ”), has determined that the
Agreement should be amended to fully satisfy the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended
(“ Section 409A ”);
WHEREAS, the Committee and Executive desire to amend the
Agreement to fully satisfy the requirements of Section 409A;
and
WHEREAS, the Committee and Executive desire to execute
such amendment on or before December 31, 2008 to comply with
the effective date of the final Treasury regulations under
Section 409A.
NOW,
THEREFORE, BE IT RESOLVED, in accordance with the foregoing recitals, the
Agreement is amended as follows:
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1.
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Subsection 5.2(a)(ii) of the
Agreement shall be amended by adding the following parenthetical at
the end thereof:
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“(payable 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 March 15 following the close of the
Company’s fiscal year).”
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2.
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Subsection 5.2(c) of the Agreement
shall be deleted in its entirety and replaced with the
following:
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“(c)
Termination by Company Without Cause . If the Triggering
Event was a Termination by the Company Without Cause (that is not 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 which
shall be in no event later than March 15 following the close
of the Company’s fiscal year); and (iii) the Severance
Benefit. For purposes of this Subsection 5.2(c), any payment or
benefit that the Executive receives shall be treated as a
“separate payment” for the application of
Section 409A of the Internal Revenue Code
(“Code”). If the Executive receives any payment or
benefit due to his Termination by the Company Without Cause,
Company will determine if the involuntary separation from service
exception of Treasury regulation §1.409A-1(b)(9)(iii) applies,
and, if it
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