EXHIBIT 10.2
October 14,
2004
Re: Amendment to Employment
Letter Agreement
Dear
Scott:
Reference is made to that certain Employment
Letter Agreement (the “Agreement”) entered into as of
August 21, 2003, by and between MIM Corporation, a Delaware
corporation and yourself (“Employee”). This
letter shall serve to amend the Agreement, effective as of the date
hereof, on the following terms and conditions:
|
|
|
Capitalized terms used herein and not defined
herein shall have the meanings given to those terms in the
Agreement.
|
|
|
|
Section 7 of
the Employment Agreement is hereby deleted in its entirety and
substituted in lieu thereof shall be the following:
|
“
SECTION 7. Termination; Severance; Change of
Control .
If you are
terminated by the Company (or any successor) other than for
“Cause” (as defined below) or you terminate your
employment with the Company for “Good Reason” (as
defined below), you will be entitled to receive severance payments
equal to one year of salary at your then current salary level,
payable in accordance with the Company’s then applicable
payroll practices and subject to all applicable federal, state and
local withholding and all outstanding unvested Options granted to
you (or hereafter under the Bonus Program) and held by you shall
vest and become immediately exercisable and shall otherwise be
exercisable in accordance with their terms. Except as
otherwise provided herein, if your employment with the Company is
terminated for any reason whatsoever, whether by you or the
Company, the Company would not be liable for, or obligated to pay
you any bonus compensation or any other compensation contemplated
hereby not already paid or not already accrued at the date of such
termination, and no other benefits shall accrue or vest subsequent
to such date.
For purposes of
this Agreement, “Cause” shall mean any of the
following: (1) commission by you of criminal conduct
which involves moral turpitude; (2) acts which constitute fraud or
self-dealing by or on the part of you against the Company or MIM,
including, without limitation, misappropriation or embezzlement;
(3) your willful engagement in conduct which is materially
injurious to the Company or MIM; or (4) your gross misconduct in
the performance of duties as an employee of the Company or MIM,
including, without limitation, failure to obey lawful written
instructions of the Board of Directors of the Company or MIM, any
committee thereof or any executive officer of the Company or MIM or
failure to correct any conduct which constitutes a breach of this
agreement between you and the Company or of any written
policypromulgated by the Board of Directors of the Company or MIM,
any committee thereof or any executive officer of the Company or
MIM, in either case after not less than ten days' notice in writing
to you of the Company's intention to terminate you if such failure
is not corrected within the specified period (or after such shorter
notice period if the Company or MIM in good faith deems such
shorter notice per
