**Exhibit 10.20.1**

 

**First Amendment to Amended and RestatedEmployment Agreement, between the Company and Richard Miller**

 

FIRSTAMENDMENT TO AMENDED AND

RESTATEDEMPLOYMENT AGREEMENT

 

                THISFIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of the21st day of June 2001 (the “First Amendment”), between OPUS360 CORPORATION, aDelaware corporation (the “Company”) and RICHARD S. MILLER (the “Employee”)amends that certain Amended and Restated Employment Agreement dated as ofFebruary 2, 2000 between the Company and the Employee (the “Original Agreementand, as amended by this First Amendment, the “Agreement”).

 

WHEREAS, the Company and theEmployee entered into the Original Agreement in order to establish the termsand conditions of Employee’s employment with the Company; and

 

WHEREAS, the Company and theEmployee desire to make certain amendments to the Original Agreement.

 

NOW THEREFORE, inconsideration of the covenants contained herein and other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, theCompany and the Employee hereby agree as follows:

 

Section 1.               Definitions.

 

                Allcapitalized terms used and not defined herein shall have the meanings ascribedto such terms in the Original Agreement.

 

Section 2.               Terminationof Employment.  Employee’semployment with the Company shall terminate by mutual agreement of the Companyand Employee effective June 30, 2001 (the “Termination Date”).  Notwithstanding the fact that termination ofEmployee’s employment is by mutual agreement, Employee shall be entitled to thebenefits set forth in Section 10(c) hereof as modified hereby.

 

Section 3.               Effectof Termination.  Section 10(c) ofthe Original Agreement is hereby amended to read as follows:

 

“(c) Termination Without Cause or With Good Reason. Upon the terminationof the Employee’s employment hereunder pursuant to a Termination Without Causeor With Good Reason, neither the Employee nor his beneficiary or estate shallhave any further rights or claims against the Company under this Agreementexcept the right:

 

 

 

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                                (i) to receive the payments andbenefits, if any, equal to those provided for in Section 10(a) hereof;

 

                                (ii) to receive Monthly Severance,for a period commencing on the Termination Date and ending on August 31, 2002;provided, however, that the Employee will not be entitled to any such paymentsin the event that the Employee becomes employed by another entity during theperiod that such payments would otherwise be due;

 

                                (iii) to become fully vested in allof the Options and any other stock options and equity awards granted to theEmployee during the Employment Period, which Options and other options shallvest according to their original schedule as if the Employee’s employmenthereunder had continued until all such Options and other options had fullyvested, and all such Options and other options shall be exercisable by theEmployee for their full remaining term; and

 

                                (iv) to receive all benefits pursuantto Section 5(c) above for a period commencing on the Termination Date andending on August 31, 2002; provided, however, that the Employee will not beentitled to any such benefits in the event that the Employee becomes employedby another entity during the period that such benefits would otherwise be due.”

 

Section 4.               Ratification.

 

                Exceptas expressly modified hereby, the Original Agreement is hereby ratified andapproved in its entirety.

 

 

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Section 5.               EffectiveDate.

 

                Theeffective date of this Agreement shall be the later of the date first writtenabove or the date of approval of the Compensation Committee in accordance withSection 3 hereof.

 

                INWITNESS WHEREOF, the parties hereto have executed this First Amendment as ofthe date first above written.

 

 
| OPUS360 CORPORATION           |
|-------------------------------|
|                          |
| By:                           | /s/ Ari Horowitz |
| Name: Ari Horowitz            |
| Title:  Chairman and CEO |
|                          |
| /s/ Richard S. Miller         |
| RICHARD S. MILLER             |

 

 

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