Exhibit 10.45.1




 




FIRST

AMENDMENT TO EMPLOYMENT AGREEMENT between Artemis International Solutions

Corporation, a Delaware corporation (the “Company”), and Charles Savoni (the

“Employee”) (the “First Amendment”), dated as of October 4, 2002, amending the

Employment Agreement dated as of March 1, 2002, between the Company and

Employee (the “Original Agreement,” and as amended by this First Amendment, the

“Agreement”).




 




WHEREAS, the

Company and the Employee desire to amend certain terms of the Employee’s employment

with the Company as set forth in the Original Agreement.




 




NOW,

THEREFORE, in consideration of the covenants contained herein and other good

and valuable consideration (including but not limited to the Employee

continuing to provide services to the Company pursuant to the Agreement), the

receipt and sufficiency of which are hereby acknowledged, the Company and the

Employee hereby agree as follows:




 




1.  Duties.  Section 1 of the Original Agreement, “Duties,” shall be revised

such that Employee’s job title and position of regular “Vice President, General

Counsel and Secretary,” shall now be referred to in the Agreement as “Senior

Vice President, General Counsel and Secretary.”




 




2.  Compensation.  Section 2 of the Original Agreement,

“Compensation,” subsection “(a),” “Salary,” shall be revised by deleting the

“$120,000 per annum” figure and replacing it in the Agreement with “$132,000

per annum.”




 




Section 2 of

the Original Agreement, “Compensation,” subsection “(b),” “Incentive

Compensation,” shall be deleted in its entirety and replaced in the Agreement

with the following:




 




•                  (b) Incentive Compensation.  Employee shall be eligible to receive an annual bonus based on a

bonus target of $35,000 per fiscal year (as may be revised per mutual

agreement), paid quarterly through the Artemis International Discretionary

Incentive Compensation Plan (as may be amended from time to time), based upon

the Company’s achievement of economic performance criteria as mutually agreed

upon by the Employee and Chief Executive Officer (MBO), if any.  For fiscal

year 2002,  Employee shall be paid

a pro-rated incentive bonus for the quarter and based on the date in which

Employee begins to perform duties as outlined herein, consistent with the

Artemis International Discretionary Incentive Compensation Plan.  Notwithstanding the foregoing, for any

applicable fiscal year, in the event the budgeted economic performance of the

Company is materially altered due to any acquisitions or divestitures by the

Company during that fiscal year, the criteria for bonus payout will be adjusted

equitably by the Chief Executive Officer to take into account the effect of

such acquisitions and/or divestitures.




 





























 




3.  Options.  Section 2 of the Original Agreement, “Compensation,” subsection

“(c),” “Options,” shall be revised by deleting the third sentence and adding

the following three sentences to the end of the subsection in the Agreement:




 




•                  All of Employee’s options shall be subject to the

terms and conditions of the Company’s Stock Option Plan, as may be amended from

time to time, and any agreements evidencing such options; provided, however,

that any terms provided hereunder this Agreement pertaining to options shall

prevail and govern in cases where the Stock Option Plan and/or any other

related agreement is silent or any term thereunder conflicts with a term of

this Agreement.  If, after the Effective

Date, the Common Stock is changed by reason of a stock split, reverse stock

split, stock dividend or recapitalization, or converted into or exchanged for other

securities as a result of a merger, consolidation or reorganization (a

“Recapitalization”), the numbers of shares subject to the Initial Grant and any

subsequent grants (in each case if not yet granted) shall be adjusted or

converted by the same factor or into the same securities as a like number of

outstanding shares of Common Stock would have been adjusted as a result of such

Recapitalization.




 




4.  Employment Termination.

Section 4 of the Original Agreement, “Term of Agreement,” subsections “(c)(i)”

and “(d)” shall be revised as follows.




 




•                  The first

sentence of Subsection (c)(i) shall be deleted and replaced in the Agreement by

the following:  (i)  if

Employer terminates this Agreement without Good Cause, or if Employee resigns

for Good Reason as provided below in Section 4(d), then Employee will be

entitled, (1) to receive within ten (10) days after termination, (x) a lump sum

payment less applicable deductions, equivalent to nine (9) months base salary,

at the salary rate in effect on the date of Employee’s termination, and (y) an

incentive bonus payment pro-rated for the quarter in which any such termination

shall take effect based on said termination date, consistent with the Artemis

International Discretionary Incentive Compensation Plan, to be computed at the

one-hundred percent (100%) level of payout under the Plan; and (2) to vest

immediately any options to purchase Common Stock granted hereunder, with all

such options to be exercisable by the Employee for their full remaining term; provided,

however, that Employee’s right to receive the lump sum payment and to

vest and have exercisable the options provided for in this Section 4(c)(i)

shall be conditioned upon contin­ued compliance with Employee’s obligations

under the provisions of this Agreement that survive such termination.




 




•                  The first

sentence of Subsection (d) shall be deleted and replaced in the Agreement as

follows:  If Employee resigns for Good Reason, then said resignation shall be

treated as a termination without Good Cause, consistent with Section 4(c)(i)

above, with Employee being eligible to receive the benefits as provided

therein.




 




2





























 




•                  The second

sentence of Subsection (d) of the Agreement shall now include an additional

item – “(E)” – to read as follows:  or  (E)

a “Change in Control,” which shall be deemed to have occurred if, (1) there

shall be consummated (x) any consolidation or merger of the Company in which

the Company is not the continuing or surviving corporation or pursuant to which

shares of Common Stock would be converted into cash, securities or other

property, other than a merger of the Company in which holders of Common Stock

immediately prior to the merger own a majority of the common stock of the

surviving corporation immediately after the merger, or (y) any sale, lease,

exchange or other transfer (in one transaction or a series of related

transactions) of all, or substantially all, of the assets of the Company; (2)

the stockholders of the Company approve any plan or proposal for the

liquidation or dissolution of the Company; or (3) any “person” (as such term is

used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), shall become the beneficial owner (within the meaning

of Rule 13d-3 under the Exchange Act) of 50% or more of the outstanding Common

Stock.




 




•                  The last

sentence of Subsection (d) shall be deleted and replaced in the Agreement as

follows:  If Employee is not restored to his prior title and position within ten

(10) days after such notice is given, his resignation under this subparagraph

shall be treated as a termination by Company without Good  Cause, consistent with Section 4(c)(i)

above, with Employee being eligible to receive the benefits as provided therein.




 




5.  Miscellaneous




 




(a)                                  Ratification.  Except as otherwise expressly set forth

herein, the Original Agreement is hereby ratified and confirmed in its

entirety.




 




(b)                                 Effective

Date.  This First Amendment shall be

effective as of the date first written above.




 




IN WITNESS

WHEREOF, the undersigned have duly executed this First Amendment as of the date

first written above.




 




 




	

  ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

  (Signature)


  	

   


  
	

   


  	

   


  
	

   


  	

  Michael

  Rusert


  	

   


  
	

   


  	

  President

  and Chief Executive Officer


  	

   


  
	

   


  	

   


  
				





 




	

  EMPLOYEE


  
	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  (Signature)


  	

   


  
	

   


  	

   


  
	

   


  	

  Charles

  Savoni


  
	

   


  	

  Senior Vice

  President, General Counsel and Secretary of the Company


  
				





 




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