This Employment Agreement (“ Agreement ”), effective as of June 22, 2010, is entered into by and between
Joel Saban (“ Employee ”) and SXC Health Solutions, Inc., (collectively, the “ Company ”).
A. The Company wishes to employ Employee, and Employee wishes to be employed by the Company, as its
Executive Vice President, Pharmacy Operations, and Employee desires to accept employment with the Company
under the terms and conditions set forth in this Agreement.
B. This Agreement supersedes the Employment Agreement previously entered into between Company and
Employee on April 30, 2010, which was terminated following the entry of a Temporary Restraining Order on
May 12, 2010 in the action titled Joel Saban v. Caremark Rx, LLC, et al., No. 10 C 2428, now pending in the
United States District Court for the Northern District of Illinois.
C. In order to induce the Employee to enter into this Agreement, and to incentivize and reward Employee’s
continued effort, loyalty and commitment to the Company, concurrent with the execution and delivery of this
Agreement the Company expresses its intention to grant to the Employee stock options to purchase 16,800 shares
of SXC Health Solutions Corp., the Company’s parent, and 4,900 restricted stock units (“ RSUs ”) issuable in
common stock of SXC Health Solutions Corp. and 4,900 Performance Based Restricted Stock Units (“ PBRSUs
”), issuable in common stock of SXC Health Solutions Corp. The Option and RSU grants are contingent upon
approval by SXC Health Solutions Corp.’s Board of Directors and are subject to the terms of the Company’s
insider trading policy and the Company’s Long Term Incentive Plan.
D. Employee acknowledges that as a member of the Company’s senior management team, Employee is one of
the persons charged with responsibility for the implementation of the Company’s business plans, and that Employee
is one of only a few employees who will have regular access to various confidential and/or proprietary infor