Exhibit 10.48




 




EMPLOYMENT AGREEMENT




 




EMPLOYMENT

AGREEMENT (the “Agreement”), dated as of October 9, 2002 (the “Effective Date”)

by and between Artemis International Solutions Corporation (the “Company,”

“Artemis” or the “Employer”) and Robert Stefanovich (the “Employee”).




 




WHEREAS,

Employee started with the Company on July 29, 2002, employed as the Senior Vice

President, Finance of the Company, based in part on a Letter Agreement between

the parties dated July8, 2002; and




 




WHEREAS

Employee was promoted to Executive Vice President, Chief Executive Officer on

September 27, 2002; and




 




WHEREAS both

Employee and the Company desire that Employee now be so employed by the

Company, on the terms and subject to the conditions hereinafter set forth.




 




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 this Agreement), the

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

Employee hereby agree as follows:




 




Section 1.  Duties.




 




Employer

agrees to continue to employ Employee, and Employee agrees to continue to be so

employed as, Executive Vice President, Chief Financial Officer, reporting directly

to Michael Rusert, the Company’s President and Chief Executive Officer, unless

and until terminated as set forth herein. 

Employee shall be responsible for performing the customary duties as are

appropriate to Employee’s position. 

Employee shall be covered by Employer’s “Director’s and Officers”

insurance as is customary and appropriate to Employee’s position.  The Chief Executive Officer will be

responsible for evaluating Employee’s performance for all purposes.  Employee agrees to perform Employee’s duties

to the best of his abilities and to devote all of his professional time,

attention and energy to the business of Employer; provided, however, that

Employee may (i) engage in activities in connection with charitable or civic

activities; and (ii) serve as an executor, trustee or in other similar

fiduciary capacity, if in each case, such activities do not interfere with

Employee’s services hereunder.




 




Section 2.  Compensation.




 




(a)   Salary. 

Employer shall pay to Employee a base salary at the rate of $165,000 per

annum, less all applicable federal, state and local withholding taxes payable

in accordance with Employer’s standard payroll and other elected

deductions.  The Base Salary shall be

reviewed at least annually by the Chief Executive Officer, and may be increased

in the sole discretion of Employer.




 





























 




(b)   Incentive Compensation.  Employee shall be eligible to receive an

annual bonus based on a bonus target of $55,000.00 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

and Employee’s achievement of 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.




 




(c)   Options. 

Subject to Board of Directors approval, the Company shall grant Employee

on or as soon as practicable after his promotion to Chief Financial Officer

(the “Initial Grant”), options to purchase, in the aggregate, 500,000 shares of

common stock of the Company (the “Common Stock”).   Additionally, Employer, in its sole discretion, may grant to

Employee additional options to purchase shares of Common Stock, consistent with

company policy and commensurate with Employee’s title.  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.




 




Section

3.  Benefits; Expense Reimbursement.




 




During the

term of this Agreement, Employee shall be eligible to participate in any

generally available group insurance, accident, sickness and hospitalization

insurance, and any other similar employee benefit plans and programs maintained

by Employer, subject in each case to the generally applicable terms and

conditions of the applicable plan or program.  

Employee further shall be entitled to reimbursement by Employer for all

direct out-of-pocket expenditures made by him on Employer’s behalf in the

performance of his services under this Employment Agreement, subject to any

reasonable record keeping, reporting and other requirements imposed from time

to time by Employer.  In addition,

should Employee relocate from his current home address to a location closer to

the Newport Beach office (4041 MacArthur Blvd.) within 12 months from his hire

date, Employer agrees to assist Employee with said relocation expenses.  If such relocation is to occur, then

Employer shall provide Employee with a relocation agreement outlining the logistics

of the relocation package.




 




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Section

4.  Term of Agreement




 




This Agreement

shall commence as of the date first above written and shall continue in effect

until terminated as provided below.




 




(a)   Termination (other than death or disability

of employee).  Either party may

terminate this Agreement at will, with or without cause at anytime for any

reason by giving the other party fifteen (15) days written notice, subject to

subsection “(c)” below, providing for “Compensation upon termination.”




 




(b)   Death or disability of Employee.  If Employee dies, this Agreement shall be

deemed terminated as of the date of death. 

If Employee has become disabled, so as to be unable to perform the

essential functions of his job with or without a reasonable accommodation, the

Employer may terminate this Agreement upon thirty (30) days written notice to

Employee.




 




(c)   Compensation upon termination.  If this Agreement is terminated, the

following compensation shall be paid to Employee as his sole and exclusive

remedy against Employer, and Employee shall not be entitled to any other

salary, compensation, bonus or monies of any kind.




 




(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 (A) to his continued Base Salary

for a period of nine months at the rate in effect on the date of Employee’s

termination, with said payments to coincide with Employer’s regularly scheduled

payroll, (B) to 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 to be paid out within ten (10) days after termination; and (C) 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

payments 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.  Notwithstanding any

employee handbooks, memoranda, or any other policies of the Company, “Good

Cause” shall mean the following: 

(u)  if Employee commits an act

of theft, fraud, misconduct or material dishonesty involving the property or

affairs of Employer or the carrying out of Employee’s duties; (v) if Employee

commits a material breach or material non-observance of any of the terms or

conditions of this Agreement; provided,  however, that, if such

breach or non-observance is capable of cure, Employee is given written notice

identifying any such breach or non-observance with particularity and (A) fails

to remedy the same within ten (10) days of receipt of such notice, or (B) fails

to commence such cure within such ten (10) day period and to continue to effect

such cure thereafter provided that any cure period lasting longer than ten (10)

days shall only apply if such breach or non-observance is capable of cure

within a reasonable time of such notice; 

(w) if Employee is convicted of a felony; (x) if Employee




 




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refuses or fails to follow any

lawful directive related to the Employer’s business issued by Employer’s Board of

Directors; provided,  however, that, if such refusal or failure is

capable of cure, Employee is given written notice identifying  any such refusal or failure with

particularity  and (A) fails to

remedy the same within ten (10) days of receipt of such notice, or (B) fails to

commence such cure within such ten (10) day period and to continue to effect

such cure thereafter provided that any cure period lasting longer than ten (10)

days shall only apply if such refusal or failure is capable of cure within a reasonable

time of such notice; (y) if Employee or any member of his family makes any

personal profit arising out of or in connection with a transaction to which

Employer or any of its subsidiaries or affiliates is a party without making

disclosure to and obtaining prior written consent of Employer; or (z) if

Employee habitually fails to perform or performs his duties or responsibilities

hereunder incompetently in any material respect, or if Employee is inexcusably

or repeatedly absent from work or if Employee is absent for a prolonged period

of time (other than as a result of, or in connection with, a disability or a

legally protected leave) (collectively “Non-Performance”); provided,  however,

that, if such Non-Performance is capable of cure, Employee is given written

notice identifying any such breach or non-observance with particularity  and (A) fails to remedy the same within

ten (10) days of receipt of such notice, or (B) fails to commence such cure

within such ten (10) day period and to continue to effect such cure thereafter

provided that any cure period lasting longer than ten (10) days shall only

apply if such Non-Performance is capable of cure within a reasonable time of

such notice.




 




Provided,

however, that with respect to Subsections (i)(v), (x) and (z) directly

above, the Employer shall only be required to provide notice and opportunity to

cure on one (1) occasion.




 




(ii) if

Employee terminates this Agreement (other than for a Resignation for Good

Reason as described below) or if the Employer terminates this Agreement for

Good Cause, the Employer will pay Employee any salary then due at and any

reasonable expenses he has incurred to the time of termination.




 




(iii) if this

Agreement shall terminate because of the death or disability of Employee, then,

(A) Employer shall pay to Employee or his estate an amount equivalent to three

(3) months base salary within ten (10) days of the effective date of

termination, less applicable deductions at the salary rate in effect on the

date of the death or disability , and (B) Employee or his estate shall be

eligible for an incentive bonus payment pro-rated for the quarter in which the

Employee ceased performing duties herein due to the death or disability,

consistent with the Artemis International Discretionary Incentive Compensation

Plan.  Any such payments shall be in

addition to any death or disability benefit coverage to which Employee or his

estate may be entitled under any death or disability insurance programs

provided or maintained by Employer.




 




(d)   If Employee resigns for Good Reason, then

said resignation shall be treated as a termination without Good Cause by

Employer, consistent with Section 4(c)(i) above, with Employee being eligible

to receive the benefits as provided therein. 

For purposes of this Employment Agreement, Resignation for Good Reason

shall include and may be triggered by: (i) a reduction in title or any material

reduction in duties and responsibilities, or the cessation of reporting

directly to Rusert, (ii) the office located at 4041 MacArthur Blvd in




 




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Newport Beach, CA, being

relocated more than twenty-five miles farther away from Employee’s home address

as of the Effective Date, (iii) a diminution of base salary, (iv) a diminution

or elimination of the Incentive Compensation bonus target for a fiscal year as

described above in Section 2(b), and (v) a “Change in Control,” which shall be

deemed to have occurred if, (A) 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; (B) the stockholders of the Company approve any

plan or proposal for the liquidation or dissolution of the Company; or (C) 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. 

Employee shall have the right to resign for Good Reason and thereby

terminate his employment for cause under this Agreement and pursuant to this

Section 4(d) 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, however, in cases where the title or position have been

reduced, that 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, 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.




 




Section

5.  Non-Solicitation.




 




In

consideration of the compensation and other benefits to be provided to Employee

hereunder, Employee shall not, directly or indirectly, for any reason

whatsoever, during the term of this Agreement and for a period of one year

following the termination of this Agreement:




 




(a)   solicit or induce, or attempt to solicit or

induce, employees of, consultants to, or independent contractors of, the

Company or its subsidiaries to terminate their employment, engage­ment or

affiliation with the Company or in any way interfere with the relationship

between the Company or any of its subsidiaries, on the one hand, and any such

employee of, consultant to, or independent contractor of the Company or any of

its subsidiaries, on the other hand;




 




(b)   knowingly employ or retain for the benefit

of a party other than the Company, any such employee of, consultant to, or

independent contractor of the Company or any of its subsidiaries during a

period of three months after the termination of such employee’s, consultant’s

or independent contractor’s employment, engagement or affiliation with the

Company or any of its subsidiaries unless such retainer is not competitive, and

does not




 




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interfere with, the

simultaneous retention of such consultant or independent contractor by the

Company; or




 




(c)   induce customers or vendors of the Company,

or any independent knowledge workers or other information technology professionals,

or end user organizations that have a business relationship with the Company,

to alter or terminate their business relationship with the Company or any of

its subsidiaries.




 




Section

6.  Successors and Assigns.




 




This Agreement and all of the rights and

obligations hereunder shall be binding upon Employee and Employer and their

respective successors and assigns. 

Employer will require any successor (whether by purchase, merger,

consolidation, operation of law or otherwise) expressly to assume and agree to

perform this Agreement in the same manner and to the same extent that Employer

would be required to perform it if no such succession or assignment had taken

place.  Effective upon such assumption,

and consummation of the underlying transaction, Employer shall have no further

obligation or liability under or with respect to this Agreement.




 




Section

7.  No Third Party Beneficiary.




 




This Agreement is not intended and shall not

be construed to confer any rights or remedies hereunder upon any Person, other

than the parties hereto or their permitted assigns. “Person” shall mean an

individual, corporation, partnership, limited liability company, limited

liability partnership, association, trust or other unincorporated organization

or entity.




 




Section

8.  Notices.




 




Unless otherwise provided herein, any notice,

exercise of rights or other communication required or permitted to be given

hereunder shall be in writing and shall be given by overnight delivery service

such as Federal Express, telecopy (or like transmission) or personal delivery

against receipt, or mailed by registered or certified mail (return receipt

requested), to the party to whom it is given at such party’s address set forth

below such party’s name on the signature page or such other address as such

party may hereafter specify by notice to the other party hereto.  Any notice or other communication shall be

deemed to have been given as of the date so personally delivered or transmitted

by telecopy or like transmission or on the next business day when sent by

overnight delivery service.




 




Section

9.  Amendment.




 




This Agreement may be amended, modified,

superseded or canceled, and the terms and covenants hereof may be waived, only

by a written instrument executed by both of the parties hereto, or in the case

of a waiver, by the party waiving compliance. 

The failure of either party at any time or times to require performance

of any provision hereof shall in no manner affect the right at a later time to

enforce the same.




 




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Section

10.  Binding Effect.




 




This Agreement is not assignable by

Employee.  None of Employee’s rights

under this Agreement shall be subject to any encumbrances or the claims of

Employee’s creditors.  This Agreement

shall be binding upon and inure to the benefit of Employer and any successor

organization which shall succeed to Employer by merger or consolidation or

operation of law, or by acquisition of all or substantially all of the assets

of Employer (provided that a successor by way of acquisition of assets shall

have undertaken in writing to assume the obligations of Employer hereunder).




 




Section

11.  Dispute Resolution.




 




The parties

agree that binding arbitration shall be the sole and exclusive means of

resolving any and all disputes, claims or controversies whatsoever arising out

of or relating to this Agreement, including arbitrability of claims under this

Agreement, (collectively referred to herein as “Disputes”).




 




Any and all such Disputes shall be submitted

to a single arbitrator selected from a panel provided by the American

Arbitration Association comprised of labor arbitrators who are members of the

National Academy of Arbitrators, located in Orange County,

California.  Any decision and/or award

resulting from arbitration pursuant to this provision shall be final and

binding.  The prevailing party in

arbitration shall be entitled to reimbursement for its expenses, including

costs and reasonable attorneys’ fees. 

The parties further agree that judgment upon any award rendered by the

arbitrator may be entered in any court having jurisdiction thereof.  Employee agrees to provide written notice of

any such demand for arbitration to the attention of Company’s Vice President,

Human Resources clearly labeled “Demand for Arbitration,” no later than sixty

(60) days from the date he becomes aware or are provided notice of the

occurrence giving rise to the claim. 

Employee’s failure to provide such timely notice shall constitute a full

and complete waiver of any such related claim. 

Company agrees to provide Employee written notice of any such demand for

arbitration clearly labeled “Demand for Arbitration,” no later than sixty (60)

days from the date Company becomes aware or is provided notice of the

occurrence giving rise to the claim. 

Company’s failure to provide such timely notice shall constitute a full

and complete waiver of any such related claim.




 




Section

12.  Severability.




 




If any provision of this Agreement shall for

any reason be held invalid, illegal or unenforceable, the validity, legality

and enforceability of the remaining provisions hereof shall not be affected or

impaired thereby and such remaining provisions of this Agreement shall remain

in full force and effect.  Moreover, if

any one or more of the provisions of this Agreement shall be held to be

excessively broad as to duration, activity or subject, such provisions shall be

construed by limiting and reducing them so as to be enforceable to the maximum

extent allowable by applicable law.  To

the extent permitted by applicable law, each party hereto waives any provision

of law that renders any provision of this Agreement invalid, illegal or

unenforceable in any way.




 




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Section

13.  Execution in Counterparts.




 




This Agreement may be executed in one or more

counterparts, each of which shall be deemed to be an original and all of which

shall constitute one and the same instrument.




 




Section

14.  Entire Agreement.




 




This Agreement sets forth the entire

agreement with respect to the subject matter hereof, and supersedes all prior

agreements and any other agreement between the parties and understandings, both

written and oral, between the parties with respect to the subject matter

hereof.




 




Section

15.  Titles and Headings.




 




Titles and headings to Sections herein are

for purposes of reference only, and shall in no way limit, define or otherwise

affect the meaning or interpretation of any of the provisions of this

Agreement.




 




Section

16.  Conflicts of Interest;

Representations and Warranties.




 




Employee

specifically covenants, warrants and represents to Employer that he has the

full, complete and entire right and authority to enter into this Agreement,

that he has no agreement, duty, commitment or responsibility or obligation of

any kind or nature whatsoever with any corporation, partnership, firm, company,

joint venture or other Person which would conflict in any manner whatsoever

with any of his duties, obligations or responsibilities to Employer pursuant to

this Agreement or which could interfere with Employee’s performance under this

Agreement, that he is not in possession of any document or other tangible

property of any other Person of a confidential or proprietary nature which

would conflict in any manner whatsoever with any of his duties, obligations or

responsibilities to Employer pursuant to Employee’s Agreement and Employee’s

performance of his obligations to Employer during the term of this Agreement

will not breach any agreement by which Employee is bound not to disclose any

proprietary information, and that he is fully ready, willing and able to

perform each and all of his duties, obligations and responsibilities to

Employer pursuant to this Agreement.




 




Remainder of page left intentionally blank




 




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IN WITNESS WHEREOF, the undersigned have

executed this Agreement as of the date first written above.




 




	

   


  	

  Robert

  Stefanovich


  	

   


  
	

   


  	

  Executive

  Vice President, Chief Financial Officer


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  (Signature)


  	

   


  
	

   


  	

   


  
	

   


  	

  ARTEMIS

  INTERNATIONAL SOLUTIONS


  CORPORATION


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  (Signature)


  
	

   


  	

   


  
	

   


  	

   


  	

  Michael

  Rusert


  
	

   


  	

   


  	

  President

  and Chief Executive Officer


  
						





 




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