**Exhibit 10.3.5**

 

 

FOURTHAMENDMENT TO EMPLOYMENT AGREEMENT between Artemis International SolutionsCorporation, a Delaware corporation (the “Company”) (formerly known as Opus360Corporation), and Ari Horowitz (the “Employee”) (the “Fourth Amendment”), datedas of January 10, 2003, amending the parties’ original employment agreementdated as of April 1, 1999, between the Company and Employee (the “OriginalAgreement”), as amended pursuant to the Amendment to Employment Agreement datedSeptember 2, 1999, the Second Amendment to Employment Agreement effective as ofMay 1, 2001, and the Third Amendment to Employment Agreement dated July 31,2001(as so collectively amended, the “Amended Employment Agreement” and asamended by this Fourth Amendment, the “Employment Agreement”).

 

WHEREAS, theCompany and the Employee desire to amend certain terms of the Employee’semployment with the Company as set forth in the Original Agreement and theAmended Employment Agreement.

 

NOW,THEREFORE, in consideration of the covenants contained herein and other goodand valuable consideration (including but not limited to the Employeecontinuing to provide services to the Company pursuant to the EmploymentAgreement), the receipt and sufficiency of which are hereby acknowledged, the Companyand the Employee hereby agree as follows:

 

1.  Change of Control.  The second sentence of Section 9 of theAmended Employment Agreement is deleted and the new second sentence of Section9 of the Employment Agreement shall now read as follows:

 

*For purposes of this Agreement a “Change ofControl” shall be deemed to have occurred**if, (A) there shall be consummated (x) anyconsolidation or merger of the Company in which the Company is not thecontinuing or surviving corporation or pursuant to which shares of Common Stockwould be converted into cash, securities or other property, other than a mergerof the Company in which holders of Common Stock immediately prior to the mergerown a majority of the common stock of the surviving corporation immediately afterthe merger, or (y) any sale, lease, exchange or other transfer (in onetransaction or a series of related transactions) of all, or substantially all,of the assets of the Company; (B) the stockholders of the Company approve anyplan 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 SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), shall become thebeneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of50% or more of the outstanding Common Stock.*

 

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2.  Good Reason.  Section 8(b) of the Amended EmploymentAgreement is amended by adding new subsections “(iii)” and “(iv)” to theEmployment Agreement, as follows:

 

. . . *or (iii) a termination by Employee following a Changeof Control, or (iv) a termination by Employee following the termination for anyreason, including without limitation the resignation, of Michael Rusert,currently the Chief Executive Officer and President of the Company.*

 

3.  Bonus:  Section 4(b) of the Amended Employment Agreement is deleted andis replaced by a new Section 4(b) of the Employment Agreement, which shall readas follows:

 

*(b) Bonus.  In addition to any other compensation provided for in this Agreement,during each year of the Term, Employee shall be eligible to receive performancebonuses as determined at the discretion of the Chief Executive Officer, basedin part against those bonuses and their payment structure as are establishedfor senior executives of comparable positions within the Company.*

 

4.  Miscellaneous

 

(a)           Ratification.  Except as otherwise expressly set forthherein, the Amended Employment Agreement is hereby ratified and confirmed inits entirety.

 

(b)           Effective Date.  This Fourth Amendment shall be effective asof the date first written above.

 

IN WITNESSWHEREOF, the undersigned have duly executed this Fourth Amendment as of thedate first written above.

 

 
| **ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION** |
|-------------------------------------------------|
|                                            |
| By:                                             |   |   |
|                                            | (Signature) |
|                                            |
|                                            | Michael  Rusert |
|                                            | President  and Chief Executive Officer |
|                                            |
|                                            |
| **EMPLOYEE**                                    |
|                                            |
|                                            |   |   |
|                                            | (Signature) |
|                                            |
|                                            | Ari Horowitz |
|                                            | Executive  Vice President, Corporate Development |
|                                                 |  |  |  |  |

 

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