**Exhibit 10.48**

 

EMPLOYMENT AGREEMENT

 

EMPLOYMENTAGREEMENT (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 VicePresident, Finance of the Company, based in part on a Letter Agreement betweenthe parties dated July8, 2002; and

 

WHEREASEmployee was promoted to Executive Vice President, Chief Executive Officer onSeptember 27, 2002; and

 

WHEREAS bothEmployee and the Company desire that Employee now be so employed by theCompany, on the terms and subject to the conditions hereinafter set forth.

 

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 this Agreement), thereceipt and sufficiency of which are hereby acknowledged, the Company and theEmployee hereby agree as follows:

 

Section 1.  Duties.

 

Employeragrees to continue to employ Employee, and Employee agrees to continue to be soemployed as, Executive Vice President, Chief Financial Officer, reporting directlyto Michael Rusert, the Company’s President and Chief Executive Officer, unlessand until terminated as set forth herein. Employee shall be responsible for performing the customary duties as areappropriate 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 beresponsible for evaluating Employee’s performance for all purposes.  Employee agrees to perform Employee’s dutiesto the best of his abilities and to devote all of his professional time,attention and energy to the business of Employer; provided, however, thatEmployee may (i) engage in activities in connection with charitable or civicactivities; and (ii) serve as an executor, trustee or in other similarfiduciary capacity, if in each case, such activities do not interfere withEmployee’s services hereunder.

 

Section 2.  Compensation.

 

(a)   Salary. Employer shall pay to Employee a base salary at the rate of $165,000 perannum, less all applicable federal, state and local withholding taxes payablein accordance with Employer’s standard payroll and other electeddeductions.  The Base Salary shall bereviewed at least annually by the Chief Executive Officer, and may be increasedin the sole discretion of Employer.

 

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(b)   Incentive Compensation.  Employee shall be eligible to receive anannual bonus based on a bonus target of $55,000.00 per fiscal year (as may berevised per mutual agreement), paid quarterly through the Artemis InternationalDiscretionary Incentive Compensation Plan (as may be amended from time totime), based upon the Company’s achievement of economic performance criteriaand Employee’s achievement of performance criteria as mutually agreed upon bythe Employee and Chief Executive Officer (MBO), if any.  For fiscal year 2002, Employee shall be paida pro-rated incentive bonus for the quarter and based on the date in whichEmployee begins to perform duties as outlined herein, consistent with theArtemis International Discretionary Incentive Compensation Plan.  Notwithstanding the foregoing, for anyapplicable fiscal year, in the event the budgeted economic performance of theCompany is materially altered due to any acquisitions or divestitures by theCompany during that fiscal year, the criteria for bonus payout will be adjustedequitably by the Chief Executive Officer to take into account the effect ofsuch acquisitions and/or divestitures.

 

(c)   Options. Subject to Board of Directors approval, the Company shall grant Employeeon or as soon as practicable after his promotion to Chief Financial Officer(the “Initial Grant”), options to purchase, in the aggregate, 500,000 shares ofcommon stock of the Company (the “Common Stock”).   Additionally, Employer, in its sole discretion, may grant toEmployee additional options to purchase shares of Common Stock, consistent withcompany policy and commensurate with Employee’s title.  All of Employee’s options shall be subjectto the terms and conditions of the Company’s Stock Option Plan, as may beamended from time to time, and any agreements evidencing such options;provided, however, that any terms provided hereunder this Agreement pertainingto options shall prevail and govern in cases where the Stock Option Plan and/orany other related agreement is silent or any term thereunder conflicts with aterm of this Agreement.  If, after theEffective Date, the Common Stock is changed by reason of a stock split, reversestock split, stock dividend or recapitalization, or converted into or exchangedfor other securities as a result of a merger, consolidation or reorganization(a “Recapitalization”), the numbers of shares subject to the Initial Grant andany subsequent grants (in each case if not yet granted) shall be adjusted orconverted by the same factor or into the same securities as a like number ofoutstanding shares of Common Stock would have been adjusted as a result of suchRecapitalization.

 

Section3.  Benefits; Expense Reimbursement.

 

During theterm of this Agreement, Employee shall be eligible to participate in anygenerally available group insurance, accident, sickness and hospitalizationinsurance, and any other similar employee benefit plans and programs maintainedby Employer, subject in each case to the generally applicable terms andconditions of the applicable plan or program.  Employee further shall be entitled to reimbursement by Employer for alldirect out-of-pocket expenditures made by him on Employer’s behalf in theperformance of his services under this Employment Agreement, subject to anyreasonable record keeping, reporting and other requirements imposed from timeto time by Employer.  In addition,should Employee relocate from his current home address to a location closer tothe Newport Beach office (4041 MacArthur Blvd.) within 12 months from his hiredate, Employer agrees to assist Employee with said relocation expenses.  If such relocation is to occur, thenEmployer shall provide Employee with a relocation agreement outlining the logisticsof the relocation package.

 

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Section4.  Term of Agreement

 

This Agreementshall commence as of the date first above written and shall continue in effectuntil terminated as provided below.

 

(a)   Termination (other than death or disabilityof employee).  Either party mayterminate this Agreement at will, with or without cause at anytime for anyreason by giving the other party fifteen (15) days written notice, subject tosubsection “(c)” below, providing for “Compensation upon termination.”

 

(b)   Death or disability of Employee.  If Employee dies, this Agreement shall bedeemed terminated as of the date of death. If Employee has become disabled, so as to be unable to perform theessential functions of his job with or without a reasonable accommodation, theEmployer may terminate this Agreement upon thirty (30) days written notice toEmployee.

 

(c)   Compensation upon termination.  If this Agreement is terminated, thefollowing compensation shall be paid to Employee as his sole and exclusiveremedy against Employer, and Employee shall not be entitled to any othersalary, compensation, bonus or monies of any kind.

 

(i)  if Employer terminates this Agreementwithout Good Cause, or if Employee resigns for Good Reason as provided below inSection 4(d), then Employee will be entitled (A) to his continued Base Salaryfor a period of nine months at the rate in effect on the date of Employee’stermination, with said payments to coincide with Employer’s regularly scheduledpayroll, (B) to an incentive bonus payment pro-rated for the quarter in whichany such termination shall take effect based on said termination date,consistent with the Artemis International Discretionary Incentive CompensationPlan, to be computed at the one-hundred percent (100%) level of payout underthe Plan, and to be paid out within ten (10) days after termination; and (C) tovest immediately any options to purchase Common Stock granted hereunder, withall such options to be exercisable by the Employee for their full remainingterm; provided, however, that Employee’s right to receive thepayments and to vest and have exercisable the options provided for in thisSection 4(c)(i) shall be conditioned upon contin­ued compliance with Employee’sobligations under the provisions of this Agreement that survive suchtermination.  Notwithstanding anyemployee handbooks, memoranda, or any other policies of the Company, “GoodCause” shall mean the following: (u)  if Employee commits an actof theft, fraud, misconduct or material dishonesty involving the property oraffairs of Employer or the carrying out of Employee’s duties; (v) if Employeecommits a material breach or material non-observance of any of the terms orconditions of this Agreement; provided,however, that, if suchbreach or non-observance is capable of cure, Employee is given written noticeidentifying any such breach or non-observance with particularity and (A) failsto remedy the same within ten (10) days of receipt of such notice, or (B) failsto commence such cure within such ten (10) day period and to continue to effectsuch 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 curewithin 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 anylawful directive related to the Employer’s business issued by Employer’s Board ofDirectors; provided,however, that, if such refusal or failure iscapable of cure, Employee is given written notice identifying****any such refusal or failure withparticularity****and (A) fails toremedy the same within ten (10) days of receipt of such notice, or (B) fails tocommence such cure within such ten (10) day period and to continue to effectsuch 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 reasonabletime of such notice; (y) if Employee or any member of his family makes anypersonal profit arising out of or in connection with a transaction to whichEmployer or any of its subsidiaries or affiliates is a party without makingdisclosure to and obtaining prior written consent of Employer; or (z) ifEmployee habitually fails to perform or performs his duties or responsibilitieshereunder incompetently in any material respect, or if Employee is inexcusablyor repeatedly absent from work or if Employee is absent for a prolonged periodof time (other than as a result of, or in connection with, a disability or alegally protected leave) (collectively “Non-Performance”); provided,however,that, if such Non-Performance is capable of cure, Employee is given writtennotice identifying any such breach or non-observance with particularity****and (A) fails to remedy the same withinten (10) days of receipt of such notice, or (B) fails to commence such curewithin such ten (10) day period and to continue to effect such cure thereafterprovided that any cure period lasting longer than ten (10) days shall onlyapply if such Non-Performance is capable of cure within a reasonable time ofsuch notice.

 

Provided,however, that with respect to Subsections (i)(v), (x) and (z) directlyabove, the Employer shall only be required to provide notice and opportunity tocure on one (1) occasion.

 

(ii) ifEmployee terminates this Agreement (other than for a Resignation for GoodReason as described below) or if the Employer terminates this Agreement forGood Cause, the Employer will pay Employee any salary then due at and anyreasonable expenses he has incurred to the time of termination.

 

(iii) if thisAgreement 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 oftermination, less applicable deductions at the salary rate in effect on thedate of the death or disability , and (B) Employee or his estate shall beeligible for an incentive bonus payment pro-rated for the quarter in which theEmployee ceased performing duties herein due to the death or disability,consistent with the Artemis International Discretionary Incentive CompensationPlan.  Any such payments shall be inaddition to any death or disability benefit coverage to which Employee or hisestate may be entitled under any death or disability insurance programsprovided or maintained by Employer.

 

(d)   If Employee resigns for Good Reason, thensaid resignation shall be treated as a termination without Good Cause byEmployer, consistent with Section 4(c)(i) above, with Employee being eligibleto receive the benefits as provided therein. For purposes of this Employment Agreement, Resignation for Good Reasonshall include and may be triggered by: (i) a reduction in title or any materialreduction in duties and responsibilities, or the cessation of reportingdirectly to Rusert, (ii) the office located at 4041 MacArthur Blvd in

 

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Newport Beach, CA, beingrelocated more than twenty-five miles farther away from Employee’s home addressas of the Effective Date, (iii) a diminution of base salary, (iv) a diminutionor elimination of the Incentive Compensation bonus target for a fiscal year asdescribed above in Section 2(b), and (v) a “Change in Control,” which shall bedeemed 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 immediatelyafter the 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. Employee shall have the right to resign for Good Reason and therebyterminate his employment for cause under this Agreement and pursuant to thisSection 4(d) upon not less than fifteen (15) days prior written notice, whichnotice must be given within thirty (30) days after the occurrence of the eventgiving rise to such right to terminate; provided, however, in cases where the title or position have beenreduced, that Company  shall have theright to restore Employee to his title and position prior to such event withinten (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 subparagraphshall be treated as a termination by Company without Good Cause, consistentwith Section 4(c)(i) above, with Employee being eligible to receive thebenefits as provided therein.

 

Section5.  Non-Solicitation.

 

Inconsideration of the compensation and other benefits to be provided to Employeehereunder, Employee shall not, directly or indirectly, for any reasonwhatsoever, during the term of this Agreement and for a period of one yearfollowing the termination of this Agreement:

 

(a)   solicit or induce, or attempt to solicit orinduce, employees of, consultants to, or independent contractors of, theCompany or its subsidiaries to terminate their employment, engage­ment oraffiliation with the Company or in any way interfere with the relationshipbetween the Company or any of its subsidiaries, on the one hand, and any suchemployee of, consultant to, or independent contractor of the Company or any ofits subsidiaries, on the other hand;

 

(b)   knowingly employ or retain for the benefitof a party other than the Company, any such employee of, consultant to, orindependent contractor of the Company or any of its subsidiaries during aperiod of three months after the termination of such employee’s, consultant’sor independent contractor’s employment, engagement or affiliation with theCompany or any of its subsidiaries unless such retainer is not competitive, anddoes not

 

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interfere with, thesimultaneous retention of such consultant or independent contractor by theCompany; 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 ofits subsidiaries.

 

Section6.  Successors and Assigns.

 

This Agreement and all of the rights andobligations hereunder shall be binding upon Employee and Employer and theirrespective successors and assigns. Employer will require any successor (whether by purchase, merger,consolidation, operation of law or otherwise) expressly to assume and agree toperform this Agreement in the same manner and to the same extent that Employerwould be required to perform it if no such succession or assignment had takenplace.  Effective upon such assumption,and consummation of the underlying transaction, Employer shall have no furtherobligation or liability under or with respect to this Agreement.

 

Section7.  No Third Party Beneficiary.

 

This Agreement is not intended and shall notbe construed to confer any rights or remedies hereunder upon any Person, otherthan the parties hereto or their permitted assigns. “Person” shall mean anindividual, corporation, partnership, limited liability company, limitedliability partnership, association, trust or other unincorporated organizationor entity.

 

Section8.  Notices.

 

Unless otherwise provided herein, any notice,exercise of rights or other communication required or permitted to be givenhereunder shall be in writing and shall be given by overnight delivery servicesuch as Federal Express, telecopy (or like transmission) or personal deliveryagainst receipt, or mailed by registered or certified mail (return receiptrequested), to the party to whom it is given at such party’s address set forthbelow such party’s name on the signature page or such other address as suchparty may hereafter specify by notice to the other party hereto.  Any notice or other communication shall bedeemed to have been given as of the date so personally delivered or transmittedby telecopy or like transmission or on the next business day when sent byovernight delivery service.

 

Section9.  Amendment.

 

This Agreement may be amended, modified,superseded or canceled, and the terms and covenants hereof may be waived, onlyby a written instrument executed by both of the parties hereto, or in the caseof a waiver, by the party waiving compliance. The failure of either party at any time or times to require performanceof any provision hereof shall in no manner affect the right at a later time toenforce the same.

 

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Section10.  Binding Effect.

 

This Agreement is not assignable byEmployee.  None of Employee’s rightsunder this Agreement shall be subject to any encumbrances or the claims ofEmployee’s creditors.  This Agreementshall be binding upon and inure to the benefit of Employer and any successororganization which shall succeed to Employer by merger or consolidation oroperation of law, or by acquisition of all or substantially all of the assetsof Employer (provided that a successor by way of acquisition of assets shallhave undertaken in writing to assume the obligations of Employer hereunder).

 

Section11.  Dispute Resolution.

 

The partiesagree that binding arbitration shall be the sole and exclusive means ofresolving any and all disputes, claims or controversies whatsoever arising outof or relating to this Agreement, including arbitrability of claims under thisAgreement, (collectively referred to herein as “Disputes”).

 

Any and all such Disputes shall be submittedto a single arbitrator selected from a panel provided by the AmericanArbitration Association comprised of labor arbitrators who are members of theNational Academy of Arbitrators, located in Orange County,California.  Any decision and/or awardresulting from arbitration pursuant to this provision shall be final andbinding.  The prevailing party inarbitration shall be entitled to reimbursement for its expenses, includingcosts and reasonable attorneys’ fees. The parties further agree that judgment upon any award rendered by thearbitrator may be entered in any court having jurisdiction thereof.  Employee agrees to provide written notice ofany 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 theoccurrence giving rise to the claim. Employee’s failure to provide such timely notice shall constitute a fulland complete waiver of any such related claim. Company agrees to provide Employee written notice of any such demand forarbitration clearly labeled “Demand for Arbitration,” no later than sixty (60)days from the date Company becomes aware or is provided notice of theoccurrence giving rise to the claim. Company’s failure to provide such timely notice shall constitute a fulland complete waiver of any such related claim.

 

Section12.  Severability.

 

If any provision of this Agreement shall forany reason be held invalid, illegal or unenforceable, the validity, legalityand enforceability of the remaining provisions hereof shall not be affected orimpaired thereby and such remaining provisions of this Agreement shall remainin full force and effect.  Moreover, ifany one or more of the provisions of this Agreement shall be held to beexcessively broad as to duration, activity or subject, such provisions shall beconstrued by limiting and reducing them so as to be enforceable to the maximumextent allowable by applicable law.  Tothe extent permitted by applicable law, each party hereto waives any provisionof law that renders any provision of this Agreement invalid, illegal orunenforceable in any way.

 

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Section13.  Execution in Counterparts.

 

This Agreement may be executed in one or morecounterparts, each of which shall be deemed to be an original and all of whichshall constitute one and the same instrument.

 

Section14.  Entire Agreement.

 

This Agreement sets forth the entireagreement with respect to the subject matter hereof, and supersedes all prioragreements and any other agreement between the parties and understandings, bothwritten and oral, between the parties with respect to the subject matterhereof.

 

Section15.  Titles and Headings.

 

Titles and headings to Sections herein arefor purposes of reference only, and shall in no way limit, define or otherwiseaffect the meaning or interpretation of any of the provisions of thisAgreement.

 

Section16.  Conflicts of Interest;Representations and Warranties.

 

Employeespecifically covenants, warrants and represents to Employer that he has thefull, complete and entire right and authority to enter into this Agreement,that he has no agreement, duty, commitment or responsibility or obligation ofany kind or nature whatsoever with any corporation, partnership, firm, company,joint venture or other Person which would conflict in any manner whatsoeverwith any of his duties, obligations or responsibilities to Employer pursuant tothis Agreement or which could interfere with Employee’s performance under thisAgreement, that he is not in possession of any document or other tangibleproperty of any other Person of a confidential or proprietary nature whichwould conflict in any manner whatsoever with any of his duties, obligations orresponsibilities to Employer pursuant to Employee’s Agreement and Employee’sperformance of his obligations to Employer during the term of this Agreementwill not breach any agreement by which Employee is bound not to disclose anyproprietary information, and that he is fully ready, willing and able toperform each and all of his duties, obligations and responsibilities toEmployer pursuant to this Agreement.

 

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IN WITNESS WHEREOF, the undersigned haveexecuted 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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