AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this "Amendment") is entered
into as of September, 18, 2002, by and between MIM Corporation, a Delaware
corporation (the "Company"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Executive").
WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of March 1, 1999 (the "Employment Agreement"); and
WHEREAS, the Company and Executive desire to clarify that the Company,
in its discretion, may grant stock options to Executive in addition to the grant
specified in Section 3.4 of the Employment Agreement;
NOW, THEREFORE, in consideration of 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. Section 3.4 of the Employment Agreement is hereby amended to add the
following sentence to the end thereof: "After such grant, the Executive
shall be eligible for additional grants of options, if any, as recommended
by the Company's Compensation Committee."
2. Section 7.4(i) of the Employment Agreement is hereby amended to delete the
address block for ▇▇▇▇▇▇ & ▇▇▇▇▇ under the heading "with a copy to" and to
replace it with the following:
King & Spalding
1185 Avenue of the Americas
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
3. Except as modified hereby, the Employment Agreement shall remain unmodified
and in full force and effect.
4. 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 Amendment
effective as of the date set forth above.
MIM CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman and CEO
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
