EXHIBIT 10.33
[EXPRESS SCRIPTS LOGO]
October 2, 2003
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XXXXXXXXX
XXXXXXXXX
This letter will set forth certain agreements regarding the terms of
your separation from Express Scripts.
1. In consideration of your reaffirmation of your undertakings in
Article V of the Executive Employment Agreement between you and Express Scripts
dated as of April 15, 2002 (the "Employment Agreement"), as amended by section 2
of this letter, and in consideration of your continuing compliance with such
undertakings, Express Scripts will pay to you, in addition to the amounts
otherwise due to you under the Employment Agreement upon a termination of
employment by the Company without Cause, the sum of $1,634,000 payable to you in
a lump sum in cash, net of any required income and employment tax withholding,
as soon as practicable following your acceptance of this letter. Such payments
shall be and remain subject to the terms of Section 4.2(c) of the Employment
Agreement.
2. The "Noncompete Period" under the Employment Agreement shall
be twenty-four (24) months from the date of termination of employment.
3. We hereby confirm that with respect to the items listed below,
you are vested as follows:
a) Deferred Bonus - $540,941.98
b) Restricted Stock - 9,744 shares
c) Stock Options - 40,000 options
4. You agree to tender your resignation from the Board of
Directors of Express Scripts, Inc., effective immediately, with your acceptance
of this letter.
5. We have agreed on the text of a press announcement to be
issued no later than October 2, 2003, and on a statement of reference that the
Company will give in
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October 2, 2003
Page Two
response to inquiries from potential future employers. Copies of such documents
are attached.
6. The effective date of termination of your employment is
October 2, 2003.
7. Except as otherwise expressly provided in this letter, the
terms of the Employment Agreement relating to termination of your employment
shall remain in full force and effect.
We wish you the best of luck in your future endeavors and thank you for
your service and dedication to Express Scripts.
Sincerely,
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Accepted:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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