EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of April 17, 1998, by and between MIM
Corporation with its principal place of business at One Blue Hill Plaza, 15th
Floor, P.O. Box 1670, Pearl River, New York 10965-8670 (hereinafter referred to
as the "Company"), and Scott R. Yablon residing at 6 Palmer Place, Armonk, NY
10504 (hereinafter referred to as the "Executive").
WHEREAS, the Company wishes to offer employment to the Executive, and the
Executive wishes to accept such offer, on the terms set forth below;
Accordingly, the parties hereto agree as follows:
1. Term. The Company hereby employs the Executive, and the Executive hereby
accepts such employment, commencing as of the date hereof and ending April 30,
2001, unless sooner terminated in accordance with the provisions of Section 4 or
Section 5 (the period during which the Executive is employed hereunder being
hereinafter referred to as the "Term").
2. Duties. The Executive, in his capacity as Chief Financial Officer and
Chief Operating Officer of the Company, shall faithfully perform for the Company
the duties of said offices and such other duties of an executive, managerial, or
administrative nature as shall be specified and designated from time to time by
the Board of Directors of the Company (the "Board") and the Chief Executive
Officer of the Company. The Executive shall devote substantially all of his
business time and effort to the performance of his duties hereunder.
Notwithstanding anything to the contrary contained herein, the Executive's
titles of Chief Financial Officer and Chief Operating Officer shall not be
effective until May 15, 1998.
3. Compensation.
3.1 Salary. The Company shall pay the Executive during the Term an initial
salary at the rate of $325,000 per annum (the "Annual Salary"), in accordance
with the customary payroll practices of the Company applicable to senior
executives, in installments not less frequently than monthly.
3.2 Benefits - In General. The Executive shall be permitted during the Term
to participate in any group life, hospitalization or disability insurance plans,
health programs, pension and profit sharing plans, salary reviews, and similar
benefits (other than bonuses and stock options or other equity-based
compensation, which are provided for under Section 3.3 and 3.4, or severance,
displacement or other similar benefits) which are of a type available from time
to time to other senior executives of the Company generally, in each case to the
extent that the Executive is eligible under the terms of such plans or programs.
3.3 Specific Benefits. Without limiting the generality of Section 3.2, the
Executive during the Term shall (i) be eligible to participate in the Company's
Executive Bonus Program established for the benefit of senior officers in
accordance with its terms as amended from time to time (at levels consistent
with the Executive's position relative to other members of senior management),
(ii) be
entitled to receive up to $3,000 towards the premium of a life insurance policy
with a face value of $1,000,000 and (iii) be eligible for director and officer
liability insurance to the extent provided to other senior executives of the
Company generally.
3.4 Grant of Option. The Executive shall be granted an option, which shall
not be qualified as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended, to purchase 1,000,000 shares of common stock
of the Company, par value .0001 per share, at a per-share price equal to the
closing sales price per share on the National Association of Securities Dealers,
Inc. Automated Quotation System ("NASDAQ") on April 17, 1998, the date on which
the Company and the Executive executed a letter of intent with respect to the
matters contemplated by this Agreement. Subject to Section 5 hereof and the
applicable award agreement (i) 500,000 of such options shall be fully vested on
the date the Executive commences his employment hereunder, and (ii) one half of
the remaining 500,000 options shall vest and become exercisable, on each of the
first and second anniversaries of the date hereof. The option shall be subject
to the terms of a definitive stock option agreement to be provided by the
Company.
3.5 Vacation. The Executive shall be entitled to vacation of 15 business
days per year, increasing to 20 business days per year on the first anniversary
of the date hereof, to be accrued and available in accordance with the policies
applicable to senior executives of the Company generally.
3.6 Automobile. The Company will provide the Executive a monthly allowance
of $1,000 for the use of an automobile.
3.7 Expenses. The Company shall pay or reimburse the Executive for all
ordinary and reasonable out-of-pocket expenses actually incurred (and, in the
case of reimbursement, paid) by the Executive during the Term in the performance
of the Executive's services under this Agreement including, but not limited to,
business travel expenses; provided that the Executive submits proof of such
expenses, with the properly completed forms as prescribed from time to time by
the Company, in accordance with the policies applicable to senior executives of
the Company generally.
4. Termination upon Death or Disability.
4.1 Termination upon Death. If the Executive dies during the Term, the
obligations of the Company to or with respect to the Employee shall terminate in
their entirety except as otherwise provided under this Section 4. Upon death,
(i) the Executive's estate or beneficiaries shall be entitled to receive any
Annual Salary and other benefits (including bonuses awarded but not yet paid)
earned and accrued under this Agreement prior to the date of termination and
reimbursement for expenses incurred prior to the date of termination as set
forth in Section 3.7, and (ii) the Executive's estate and beneficiaries shall
have no further rights to any other compensation or benefits hereunder on or
after the termination of employment, or any other rights hereunder.
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4.2 Termination upon Disability. If the Executive by virtue of ill health
or other disability is unable to perform substantially and continuously the
duties assigned to him for more than 180 consecutive or non-consecutive days out
of any consecutive twelve-month period, the Company shall have the right, to the
extent permitted by law, to terminate the employment of the Executive upon
notice in writing to the Executive; provided that the Company will have no right
to terminate the Executive's employment if, in the opinion of a qualified
physician reasonably acceptable to the Company, it is reasonably certain that
the Executive will be able to resume the Executive's duties on a regular
full-time basis within 30 days of the date the Executive receives notice of such
termination. Upon a termination of employment by virtue of disability, (i) the
Executive shall receive Annual Salary and other benefits (including bonuses
awarded but not yet paid) earned and accrued under this Agreement prior to the
effective date of the termination of employment and reimbursement for expenses
incurred prior to the effective date of the termination of employment as set
forth in Section 3.7; (ii) the Executive shall receive for a period of one year
after termination of employment (A) the Annual Salary that the Executive was
receiving at the time of such termination of employment, payable in accordance
with Section 3.1 and (B) such continuing coverage under the benefit plans and
programs the Executive would have received under this Agreement as would have
applied in the absence of such termination; it being expressly understood and
agreed that nothing in this clause (ii) shall restrict the ability of the
Company to amend or terminate such plans and programs from time to time in its
sole discretion; provided, however, that the Company shall in no event be
required to provide any coverage after such time as the Executive becomes
entitled to coverage under the benefit plans and programs of another employer or
recipient of the Executive's services (and provided, further, that such
entitlement shall be determined without regard to any individual waivers or
other arrangements); and (iii) the Executive shall have no further rights to any
other compensation or benefits hereunder on or after the termination of
employment, or any other rights hereunder.
5. Certain Terminations of Employment.
5.1 Termination for Cause; Termination of Employment by the Executive
without Good Reason.
(a) For purposes of this Agreement, "Cause" shall mean
(i) the Executive's conviction of a felony or a crime of moral
turpitude; or
(ii) the Executive's commission of unauthorized acts intended to
result in the Executive's personal enrichment at the material expense
of the Company; or
(iii) the Executive's material violation of the Executive's duties or
responsibilities to the Company which constitute willful misconduct or
dereliction of duty, or the material breach of the covenants contained
in Section 6; or
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(iv) the Executive's other material breach of this Agreement which
breach shall have continued unremedied for 10 days after written
notice by the Company to the Executive specifying such breach.
(b) The Company may terminate the Executive's employment hereunder for
Cause, and the Executive may terminate his employment upon written notice to the
Company which specifies an effective date of termination of employment not less
than 30 days from the date of such notice. If the Company terminates the
Executive for Cause, or the Executive terminates his employment and the
termination by the Executive is not covered by Section 4, 5.2, or 5.3, (i) the
Executive shall receive Annual Salary and other benefits (including bonuses
awarded but not yet paid) earned and accrued under this Agreement prior to the
effective date of the termination of employment (and reimbursement for expenses
incurred prior to the effective date of the termination of employment as set
forth in Section 3.7); and (ii) the Executive shall have no further rights to
any other compensation or benefits hereunder on or after the termination of
employment, or any other rights hereunder.
5.2 Termination Without Cause; Termination for Good Reason. (a) For
purposes of this Agreement, "Good Reason" shall mean the existence of any one or
more of the following conditions that shall continue for more than 45 days
following written notice thereof by the Executive to the Company:
(i) the material reduction of the Executive's authority, duties and
responsibilities, or the assignment to the Executive of duties
materially inconsistent with the Executive's position or positions
with the Company;
(ii) the failure by the Company to obtain an agreement in form and
substance reasonably satisfactory to the Executive from any successor
to the business of the Company upon a Change of Control (as defined
below) to assume and agree to perform this Agreement; or
(iii) the Company's material and continuing breach of this Agreement.
(b) The Company may terminate the Executive's employment at any time for
any reason and the Executive may terminate the Executive's employment with the
Company for Good Reason. If the Company terminates the Executive's employment
and the termination is not covered by Section 4, 5.1 or 5.3, or the Executive
terminates his employment for Good Reason and the termination by the Executive
is not covered by Section 5.3, (i) the Executive shall receive Annual Salary and
other benefits (including bonuses awarded but not yet paid) earned and accrued
under this Agreement prior to the effective date of the termination of
employment (and reimbursement for expenses incurred prior to the effective date
of the termination of employment as set forth in Section 3.7); (ii) the
Executive shall receive for a period of one
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year after termination of employment (A) the Annual Salary that the Executive
was receiving at the time of such termination of employment, payable in
accordance with Section 3.1 and (B) such continuing coverage under the benefit
plans and programs the Executive would have received under this Agreement as
would have applied in the absence of such termination; it being expressly
understood and agreed that nothing in this clause (ii) shall restrict the
ability of the Company to amend or terminate such plans and programs from time
to time in its sole discretion; provided, however, that the Company shall in no
event be required to provide any coverage after such time as the Executive
becomes entitled to coverage under the benefit plans and programs of another
employer or recipient of the Executive's services (and provided, further, that
such entitlement shall be determined without regard to any individual waivers or
other arrangements); (iii) all outstanding unvested options held by the
Executive shall vest and become immediately exercisable and shall otherwise be
exercisable in accordance with their terms and the Executive shall become vested
in any pension or other deferred compensation other than pension or deferred
compensation under a plan intended to be qualified under Section 401(a) or
403(a) of the Internal Revenue Code of 1986, as amended; and (iv) the Executive
shall have no further rights to any other compensation or benefits hereunder on
or after the termination of employment, or any other rights hereunder.
5.3 Certain Terminations after Change of Control.
(a) For purposes of this Agreement, "Change of Control" means the
occurrence of one of the following:
(i) a "person" or "group" within the meaning of sections 13(d) and
14(d) of the Securities and Exchange Act of 1934 (the "Exchange Act"),
becomes the "beneficial owner" (within the meaning of Rule 13d-3 under
the Exchange Act) of securities of the Company (including options,
warrants, rights and convertible and exchangeable securities)
representing 50% or more of the combined voting power of the Company's
then outstanding securities in any one or more transactions; provided,
however, that purchases by employee benefit plans of the Company and
by the Company or its affiliates shall be disregarded; or
(ii) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all, or substantially all, of
the operating assets of the Company; or
(iii) a merger or consolidation, or a transaction having a similar
effect unless such merger, consolidation or similar transaction is
with a subsidiary of the Company or with another company, a majority
of whose outstanding capital stock is owned by the same persons or
entities who own a majority of the Company's outstanding common stock
(the "Common Stock") at such time, where (A) the Company is not the
surviving corporation, (B) the majority of the Common Stock of the
Company is no longer held by the stockholders of the Company
immediately prior to the transaction, or (C) the Company's Common
Stock is converted into cash, securities
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or other property (other than the common stock of a company into which
the Company is merged).
(b) If, within the one-year period commencing upon any Change of
Control, the Executive is terminated by the Company or a successor
entity and the termination is not covered by Section 4 or 5.1, or,
within such period, the Executive elects to terminate his employment
after the Company materially reduces the Executive's authority, duties
and responsibilities, or assigns the Executive duties materially
inconsistent with the Executive's position or positions with the
Company prior to such Change of Control, (i) the Executive shall
receive Annual Salary and other benefits (including bonuses awarded
but not yet paid) earned and accrued under this Agreement prior to the
effective date of the termination of employment (and reimbursement for
expenses incurred prior to the effective date of the termination of
employment as set forth in Section 3.7); (ii) the Executive shall
receive for a period of one year after termination of employment (A)
the Annual Salary that the Executive was receiving at the time of such
termination of employment, payable in accordance with Section 3.1 and
(B) such continuing coverage under the benefit plans and programs the
Executive would have received under this Agreement as would have
applied in the absence of such termination; it being expressly
understood and agreed that nothing in this clause (ii) shall restrict
the ability of the Company to amend or terminate such plans and
programs from time to time in its sole discretion; provided, however,
that the Company shall in no event be required to provide any coverage
after such time as the Executive becomes entitled to coverage under
the benefit plans and programs of another employer or recipient of the
Executive's services (and provided, further, that such entitlement
shall be determined without regard to any individual waivers or other
arrangements); (iii) all outstanding unvested options held by the
Executive shall vest and become immediately exercisable and shall
otherwise be exercisable in accordance with their terms and the
Executive shall become vested in any pension or other deferred
compensation other than pension or deferred compensation under a plan
intended to be qualified under Section 401(a) or 403(a) of the
Internal Revenue Code of 1986, as amended; and (iv) the Executive
shall have no further rights to any other compensation or benefits
hereunder on or after the termination of employment, or any other
rights hereunder.
6. Covenant of the Executive.
6.1 Covenant Against Competition; Other Covenants. The Executive
acknowledges that (i) the principal business of the Company is the provision of
a broad range of services designed to promote the cost-effective delivery of
pharmacy benefits, including pharmacy benefit management services, claims
processing and/or the purchasing of pharmaceutical products on behalf of
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pharmacy networks and long term care facilities (including assisted living
facilities and nursing homes) (such business, and any and all other businesses
that after the date hereof, and from time to time during the Term, become
material with respect to the Company's then-overall business, herein being
collectively referred to as the "Business"); (ii) the Company is dependent on
the efforts of a certain limited number of persons who have developed, or will
be responsible for developing the Company's Business; (iii) the Company's
Business is national in scope; (iv) the Executive's work for the Company has
given and will continue to give him access to the confidential affairs and
proprietary information of the Company; (v) the covenants and agreements of the
Executive contained in this Section 6 are essential to the business and goodwill
of the Company; and (vi) the Company would not have entered into this Agreement
but for the covenants and agreements set forth in this Section 6. Accordingly,
the Executive covenants and agrees that:
(a) At any time during his employment with the Company and ending one year
following (i) termination of the Executive's employment with the Company
(irrespective of the reason for such termination) or (ii) payment of any Annual
Salary in accordance with Section 4 or 5 hereof (unless such termination is by
the Company without Cause), whichever occurs last, the Executive shall not
engage, directly or indirectly (which includes, without limitation, owning,
managing, operating, controlling, being employed by, giving financial assistance
to, participating in or being connected in any material way with any person or
entity other than the Company), anywhere in the United States in (i) the
Business and (ii) any component of the Business; provided, however, that the
Executive's ownership as a passive investor of less than two percent (2%) of the
issued and outstanding stock of a publicly held corporation shall not be deemed
to constitute competition.
(b) During and after the period during which the Executive is employed, the
Executive shall keep secret and retain in strictest confidence, and shall not
use for his benefit or the benefit of others, except in connection with the
business and affairs of the Company and its affiliates, all confidential matters
relating to the Company's Business and the business of any of its affiliates and
to the Company and any of its affiliates, learned by the Executive heretofore or
hereafter directly or indirectly from the Company or any of its affiliates (the
"Confidential Company Information"), including, without limitation, information
with respect to (i) the strategic plans, budgets, forecasts, intended expansions
of product, service, or geographic markets of the Company and its affiliates,
(ii) sales figures, contracts, agreements, and undertakings with or with respect
to customers, (iii) profit or loss figures, and (iv) customers, clients,
suppliers, sources of supply and customer lists, and shall not disclose such
Confidential Company Information to anyone outside of the Company except with
the Company's express written consent and except for Confidential Company
Information which is at the time of receipt or thereafter becomes publicly known
through no wrongful act of the Executive or is received from a third party not
under an obligation to keep such information confidential
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and without breach of this Agreement. Notwithstanding the foregoing, this
Section 6.1(b) shall not apply to the extent that the Executive is acting to the
extent necessary to comply with legal process; provided that in the event that
the Executive is subpoenaed to testify or to produce any information or
documents before any court, administrative agency or other tribunal relating to
any aspect pertaining to the Company, he shall immediately notify the Company
thereof.
(c) During the period commencing on the date hereof and ending two years
following the date upon which the Executive shall cease to be an employee of the
Company or its affiliates, the Executive shall not, without the Company's prior
written consent, directly or indirectly, solicit or encourage to leave the
employment or other service of the Company or any of its affiliates, any
employee or independent contractor thereof or hire (on behalf of the Executive
or any other person or entity) any employee or independent contractor who has
left the employment or other service of the Company or any of its affiliates
within one year of the termination of such employee's or independent
contractor's employment or other service with the Company and its affiliates.
During such period, the Executive will not, whether for his own account or for
the account of any other person, firm, corporation or other business
organization, intentionally interfere with the Company's or any of its
affiliates' relationship with, or endeavor to entice away from the Company or
any of its affiliates, any person who during the Term is or was a customer or
client of the Company or any of its affiliates.
(d) All memoranda, notes, lists, records, property and any other tangible
product and documents (and all copies thereof) made, produced or compiled by the
Executive or made available to the Executive concerning the Business of the
Company and its affiliates shall be the Company's property and shall be
delivered to the Company at any time on request.
6.2 Rights and Remedies upon Breach.
(a) The Executive acknowledges and agrees that any breach by him of any of
the provisions of Section 6.1 (the "Restrictive Covenants") would result in
irreparable injury and damage for which money damages would not provide an
adequate remedy. Therefore, if the Executive breaches, or threatens to commit a
breach of, any of the provisions of Section 6.1, the Company and its affiliates
shall have the following rights and remedies, each of which rights and remedies
shall be independent of the other and severally enforceable, and all of which
rights and remedies shall be in addition to, and not in lieu of, any other
rights and remedies available to the Company and its affiliates under law or in
equity (including, without limitation, the recovery of damages):
(i) The right and remedy to have the Restrictive Covenants
specifically enforced (without posting bond and without the need to prove
damages) by any court having equity jurisdiction, including, without
limitation, the right to an entry against the Executive of restraining
orders and
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injunctions (preliminary, mandatory, temporary and permanent) against
violations, threatened or actual, and whether or not then continuing, of
such covenants.
(ii) The right and remedy to require the Executive to account for and
pay over to the Company and its affiliates all compensation, profits,
monies, accruals, increments or other benefits (collectively, "Benefits")
derived or received by him as the result of any transactions constituting a
breach of the Restrictive Covenants, and the Executive shall account for
and pay over such Benefits to the Company and, if applicable, its affected
affiliates.
(b) The Executive agrees that in any action seeking specific performance or
other equitable relief, he will not assert or contend that any of the provisions
of this Section 6 are unreasonable or otherwise unenforceable. The existence of
any claim or cause of action by the Executive, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement of the
Restrictive Covenants.
7. Other Provisions.
7.1 Severability. The Executive acknowledges and agrees that (i) he has had
an opportunity to seek advice of counsel in connection with this Agreement and
(ii) the Restrictive Covenants are reasonable in geographical and temporal scope
and in all other respects. If it is determined that any of the provisions of
this Agreement, including, without limitation, any of the Restrictive Covenants,
or any part thereof, is invalid or unenforceable, the remainder of the
provisions of this Agreement shall not thereby be affected and shall be given
full effect, without regard to the invalid portions.
7.2 Duration and Scope of Covenants. If any court or other decision-maker
of competent jurisdiction determines that any of Executive's covenants contained
in this Agreement, including, without limitation, any of the Restrictive
Covenants, or any part thereof, is unenforceable because of the duration or
geographical scope of such provision, then, after such determination has become
final and unappealable, the duration or scope of such provision, as the case may
be, shall be reduced so that such provision becomes enforceable and, in its
reduced form, such provision shall then be enforceable and shall be enforced.
7.3 Enforceability; Jurisdictions. Any controversy or claim arising out of
or relating to this Agreement or the breach of this Agreement that is not
resolved by Executive and the Company (or its affiliates, where applicable),
other than those arising under Section 6, to the extent necessary for the
Company (or its affiliates, where applicable) to avail itself of the rights and
remedies provided under Section 6.2, shall be submitted to arbitration in New
York, New York in accordance with New York law and the procedures of the
American Arbitration Association. The determination of the arbitrator(s) shall
be
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conclusive and binding on the Company (or its affiliates, where applicable) and
Executive and judgment may be entered on the arbitrator(s)' award in any court
having jurisdiction.
7.4 Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission or,
if mailed, five days after the date of deposit in the United States mails as
follows:
(i) If to the Company, to:
MIM Corporation
One Blue Hill Plaza
15th Floor
P.O. Box 1670
Pearl River, New York 10965-8670
Attention: Richard H. Friedman
with a copy to:
Rogers & Wells
200 Park Avenue - Suite 5200
New York, New York 10166-0153
Attention: Richard A. Cirillo
(ii) If to the Executive, to:
Scott R. Yablon
6 Palmer Place
Armonk, NY 10504
Any such person may by notice given in accordance with this Section 7.4 to the
other parties hereto designate another address or person for receipt by such
person of notices hereunder.
7.5 Entire Agreement. This Agreement contains the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto.
7.6 Waivers and Amendments. This Agreement may be amended, superseded,
canceled, renewed or extended, and the terms hereof may be waived, only by a
written instrument signed by the parties or, in the case of a waiver, by the
party waiving compliance. No delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any such right, power or privilege nor
any single or partial exercise of any such right,
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power or privilege, preclude any other or further exercise thereof or the
exercise of any other such right, power or privilege.
7.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.
7.8 Assignment. This Agreement, and the Executive's rights and obligations
hereunder, may not be assigned by the Executive; any purported assignment by the
Executive in violation hereof shall be null and void. In the event of any sale,
transfer or other disposition of all or substantially all of the Company's
assets or business, whether by merger, consolidation or otherwise, the Company
(without limiting the Executive's rights under Section 5.3) may assign this
Agreement and its rights hereunder.
7.9 Withholding. The Company shall be entitled to withhold from any
payments or deemed payments any amount of tax withholding required by law.
7.10 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors, permitted assigns,
heirs, executors and legal representatives.
7.11 Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original but all such counterparts together shall constitute one and the same
instrument. Each counterpart may consist of two copies hereof each signed by one
of the parties hereto.
7.12 Survival. Anything contained in this Agreement to the contrary
notwithstanding, the provisions of Sections 6, 7.3 and 7.9, and the other
provisions of this Section 7 (to the extent necessary to effectuate the survival
of Sections 6, 7.3 and 7.9), shall survive termination of this Agreement and any
termination of the Executive's employment hereunder.
7.13 Existing Agreements. Executive represents to the Company that he is
not subject or a party to any employment or consulting agreement,
non-competition covenant or other agreement, covenant or understanding which
might prohibit him from executing this Agreement or limit his ability to fulfill
his responsibilities hereunder.
7.14 Headings. The headings in this Agreement are for reference only and
shall not affect the interpretation of this Agreement.
7.15 Parachutes. If all, or any portion, of the payments provided under
this Agreement, either alone or together with other payments and benefits which
the Executive receives or is entitled to receive from the Company or an
affiliate, would constitute an excess "parachute payment" within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the
payments
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and benefits provided under this Agreement shall be reduced to the extent
necessary so that no portion thereof shall fail to be tax-deductible under
Section 280G of the Code.
IN WITNESS WHEREOF, the parties hereto have signed their names as of the
day and year first above written.
MIM CORPORATION
By: /s/ Barry A. Posner
-------------------------------------
Barry A. Posner
its Vice President & General Counsel
By: /s/ Scott R. Yablon
-------------------------------------
Scott R. Yablon
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