Exhibit 10.44.1




 




FIRST AMENDMENT TO EMPLOYMENT

AGREEMENT between Artemis International Solutions Corporation, a Delaware

corporation (the “Company”), and Michael Rusert (the “Employee”) (the “First

Amendment”), dated as of October 1, 2002, amending the Employment Agreement

dated as of January 25, 2002, between the Company and Employee (the “Original

Agreement,” and as amended by this First Amendment, the “Agreement”).




 




WHEREAS, the

Company and the Employee both recognize that certain omissions were made with

respect to drafting and executing 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.          Employment

Termination. Section 4 – “Employment Termination” – of the Original

Agreement is hereby amended by deleting Section 4(b) of the Original Agreement

and Section 4(d)(ii) of the Original Agreement – and replacing both

respectively, as follows:




 




•                       4(b)  Termination by Employer Without Cause.  Notwithstanding anything herein to the

contrary, Employer may terminate Employee’s employment hereunder at any time,

for any reason or no reason, on not less than fifteen (15) days’ prior written

notice, or with fifteen (15) days’ pay in lieu of such notice.  In the event of termination either pursuant

to this Subsection (b), or if Employee resigns for Good Reason as defined in

Section 4(d)(ii) below, Employee will be entitled, (i) to Employee’s continued

Base Salary for a period of one (1) year at the rate in effect on the date of

Employee’s termination and to any bonus earned but not yet paid, and (ii) to

vest immediately any Options 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 salary continua­tion payments and to vest

and have exercisable the Options provided for in this Section 4(b) shall be

conditioned upon contin­ued compliance with Employee’s obligations under the

provisions of this Agreement that survive such termination.




 




•                       4(d)(ii)  For purposes of this  Employment Agreement, “Good Reason” shall

mean either, (1) that Employee’s title has been changed to a title of lesser

authority or Employee’s duties or responsibilities within Company have been

materially reduced or, (2) that a “Change in Control” of the Company shall have

occurred.  Employee shall have the right

to terminate his employment for Good Reason under this Agreement upon not less

than




 





























 




fifteen (15) days prior written notice, which notice must be given

within thirty (30) days after the occurrence of the event giving rise to such

right  to terminate, provided that for

those circumstances whereby Employee’s title has been changed to one of a

lesser authority or Employee’s duties have been materially reduced, Company

shall have the right to restore Employee to his title and position prior to

such event within ten (10) days after such notice is given.  If Employee is not restored to his prior

title and position within ten (10) days after such notice is given or, in those

circumstances whereby a Change in Control of the Company shall have occurred,

then Employee’s resignation under this subparagraph shall be treated as a

termination by the Company without cause, consistent with Section 4(b) above,

with Employee being eligible to receive the benefits as provided therein.  “Change in Control” of the Company 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.




 




2.       

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.




 




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  IN WITNESS

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

  date first written above.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  (Signature)


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

  James

  Cannavino


  
	

   


  	

   


  	

  Chairman of

  the Board


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EMPLOYEE


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  (Signature)


  
	

   


  	

   


  
	

   


  	

  Michael

  Rusert


  
	

   


  	

  President

  and Chief Executive Officer


  
					





 




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