Exhibit 10.3.3




 




Second Amendment to Employment Agreement




 




This Second Amendment to

Employment Agreement (the “Second Amendment”) amends that certain Employment

Agreement dated as of April 1, 1999, between Ari Horowitz (“Employee”) and

Opus360 Corporation (the “Company”), as amended pursuant to the Amendment to

Employment Agreement dated September 2, 1999 (as so amended, the “Original

Employment Agreement” and as amended by this Second Amendment, the “Employment

Agreement”).  Capitalized terms used in

this Second Amendment that are not defined herein shall have the meanings

ascribed thereto in the Original Employment Agreement.




 




1.             Effective Date. This Second

Amendment shall be effective as of May 1, 2001.




 




2.             Compensation.  Section 4(a) of the Original Employment

Agreement is hereby amended in its entirety, to read as follows:




 




During the period from the commencement of the Term

until January 31, 2000 (the “Initial Period”), Employee shall be paid base

salary (the “Base Salary”) at the annual rate of $150,000 per year, and

commencing on February 1, 2000, Employee shall be paid Base Salary at the

annual rate of $250,000 per year, in each case payable in arrears at the

established pay period of the Company. 

Thereafter, the Base Salary payable to Employee shall be reviewed at

least annually by the Board, and reasonable increases shall be based on

Employee’s performance as well as the Company’s performance as determined in

the sole discretion of the Board, but, except as provided in the next

paragraph, in no event shall Employee’s Base Salary per year during the Term be

less than $250,000.




 




Notwithstanding the foregoing, for the period (the

“Deferral Period”) commencing May 1, 2001 and ending on the earlier of October

31, 2001 or the date on which the transaction contemplated under the Share

Exchange Agreement dated as of April 11, 2001 between the Company and Proha Plc

is consummated (the “Artemis Closing Date”), Employee shall be paid salary at a

rate equal to $8,333.33 per semi-monthly pay period.  On or before January 2, 2002, Employee shall be paid, in addition

to any other salary or bonus then payable, and amount equal to the difference

between the salary actually paid during the Deferral Period and the amount of

salary that would have been paid during the Deferral Period if the reduction

contemplated by the preceding sentence had not been taken (the “Deferred

Amount”).




 




3.             Option Grant.  Section 5 of the Original Employment

Agreement is hereby amended by adding the following provision to the end

thereof:




 




Subject to

approval by the Compensation Committee of the Board of Directors of the

Company, the Company shall grant the Employee, on or as soon as practicable

after the effective date of this Second Amendment, options (the “May Options”)

to purchase, in the aggregate, 192,300 shares of Common Stock at an exercise

price equal to the fair market value of a share of Common Stock on the date of

grant.  A portion of the May




 





























 




Options shall

qualify for federal income tax purposes as “incentive stock options” (the number

of options that will qualify as the “incentive stock option” shall be the

maximum number permitted under the terms of the Company’s 2000 Stock Option

Plan), and the remainder shall not qualify for federal tax purposes as

“incentive stock options”.  Written

option agreements between the Company and the Employee shall be prepared and

delivered by the Company to the Employee, which option agreements shall contain

all of the terms and conditions of the May Options.  The May Options shall vest on the earliest to occur of the

Artemis Closing Date, the date which is the six month anniversary of the date

of grant or the date of termination of employment other than a termination as a

result of a voluntary resignation.




 




4.             Termination of Agreement.  Section 8(c) of the Original Employment

Agreement is hereby amended by adding the following sentence to the end

thereof:




 




In calculating

amounts of salary due and payable under subsection (i) hereof , no effect shall

be given to the deferral of Base Salary during the Deferral Period; that is,

any such payments in regard to termination shall be made at the then current

rate of Base Salary without reduction for any Deferred Amount.




 




5.             Ratification.  Except as otherwise expressly set forth

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

its entirety.




 




IN WITNESS

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

date first above written.




 




OPUS360

CORPORATION




 




 




	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

  Peter

  Schwartz


  
	

   


  	

  Title:


  	

  Executive

  Vice President & CFO


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  ARI B.

  HOROWITZ (Employee)


  	

   


  
						





 




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