PERFORMANCE SHARES AGREEMENT
PERFORMANCE SHARES AGREEMENT (the "Agreement") made as of the _____ day of _________,
1999 (the "Grant Date"), between MIM Corporation, a Delaware corporation (the "Company"), and
____________________ (the "Awardee").
WHEREAS, the Company desires to afford the Awardee an opportunity to own shares of the common stock,
par value $.0001 per share, of the Company ("Common Shares"), as hereinafter provided, in accordance with
the provisions of the MIM Corporation 1996 Stock Incentive Plan, as amended and restated effective December
1, 1998, a copy of which is attached (the "Plan").
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and
valuable consideration the legal sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereunder, agree as follows:
1. GRANT OF RESTRICTED SHARES. The Company hereby grants to the Awardee an aggregate of
_____________ Common Shares (the "Performance Shares"), the effectiveness of which grant is contingent in
all respects upon approval of the Plan by the shareholders of the Company on or before December 31, 1999.
The grant is in all respects limited and conditioned as hereinafter provided, and is subject to the terms and
conditions of the Plan now in effect and as they may be amended from time to time (which terms and conditions
are and automatically shall be incorporated herein by reference and made a part hereof and shall control in the
event of any conflict with any other terms of this Performance Shares Agreement).
2. VESTING AND FORFEITURE. If the Awardee's Date of Termination does not occur during the Restricted
Period, then, at the end of the Restricted Period, the Awardee shall become vested in all of the Performance
Shares. If (a) the Company meets the target Earnings Per Share for the year 2001 (as reflected on Exhibit 1
attached hereto) and (b) the Awardee's Date of Termination does not occur prior to December 31, 2001, t