**Exhibit 10.44.1**

 

FIRST AMENDMENT TO EMPLOYMENTAGREEMENT between Artemis International Solutions Corporation, a Delawarecorporation (the “Company”), and Michael Rusert (the “Employee”) (the “FirstAmendment”), dated as of October 1, 2002, amending the Employment Agreementdated as of January 25, 2002, between the Company and Employee (the “OriginalAgreement,” and as amended by this First Amendment, the “Agreement”).

 

WHEREAS, theCompany and the Employee both recognize that certain omissions were made withrespect to drafting and executing the Original 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 Agreement), thereceipt and sufficiency of which are hereby acknowledged, the Company and theEmployee hereby agree as follows:

 

1.          EmploymentTermination. Section 4 – “Employment Termination” – of the OriginalAgreement is hereby amended by deleting Section 4(b) of the Original Agreementand Section 4(d)(ii) of the Original Agreement – and replacing bothrespectively, as follows:

 

•                       4(b)  Termination by Employer Without Cause.  Notwithstanding anything herein to thecontrary, Employer may terminate Employee’s employment hereunder at any time,for any reason or no reason, on not less than fifteen (15) days’ prior writtennotice, or with fifteen (15) days’ pay in lieu of such notice.  In the event of termination either pursuantto this Subsection (b), or if Employee resigns for Good Reason as defined inSection 4(d)(ii) below, Employee will be entitled, (i) to Employee’s continuedBase Salary for a period of one (1) year at the rate in effect on the date ofEmployee’s termination and to any bonus earned but not yet paid, and (ii) tovest immediately any Options granted hereunder, with all such Options to beexercisable by the Employee for their full remaining term; provided, however,that Employee’s right to receive the salary continua­tion payments and to vestand have exercisable the Options provided for in this Section 4(b) shall beconditioned upon contin­ued compliance with Employee’s obligations under theprovisions of this Agreement that survive such termination.

 

•                       4(d)(ii)  For purposes of this  Employment Agreement, “Good Reason” shallmean either, (1) that Employee’s title has been changed to a title of lesserauthority or Employee’s duties or responsibilities within Company have beenmaterially reduced or, (2) that a “Change in Control” of the Company shall haveoccurred.  Employee shall have the rightto terminate his employment for Good Reason under this Agreement upon not lessthan

 

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fifteen (15) days prior written notice, which notice must be givenwithin thirty (30) days after the occurrence of the event giving rise to suchright  to terminate, provided that forthose circumstances whereby Employee’s title has been changed to one of alesser authority or Employee’s duties have been materially reduced, Companyshall have the right to restore Employee to his title and position prior tosuch event within ten (10) days after such notice is given.  If Employee is not restored to his priortitle and position within ten (10) days after such notice is given or, in thosecircumstances whereby a Change in Control of the Company shall have occurred,then Employee’s resignation under this subparagraph shall be treated as atermination by the Company without cause, consistent with Section 4(b) above,with Employee being eligible to receive the benefits as provided therein.  “Change in Control” of the Company shall bedeemed to have occurred if:  (1) thereshall be consummated (x) any consolidation or merger of the Company in whichthe Company is not the continuing or surviving corporation or pursuant to whichshares of Common Stock would be converted into cash, securities or otherproperty, other than a merger of the Company in which holders of Common Stockimmediately prior to the merger own a majority of the common stock of thesurviving corporation immediately after the merger, or (y) any sale, lease,exchange or other transfer (in one transaction or a series of relatedtransactions) of all, or substantially all, of the assets of the Company; (2)the stockholders of the Company approve any plan or proposal for theliquidation or dissolution of the Company; or (3) any “person” (as such term isused in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), shall become the beneficial owner (within themeaning of Rule 13d-3 under the Exchange Act) of 50% or more of the outstandingCommon Stock.

 

2.       Miscellaneous

 

(a)                                  Ratification.  Except as otherwise expressly set forthherein, the Original Agreement is hereby ratified and confirmed in itsentirety.

 

(b)                                 EffectiveDate.  This First Amendment shall beeffective as of the date first written above.

 

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|   | IN WITNESS  WHEREOF, the undersigned have duly executed this First Amendment as of the  date first written above. |
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|   |                                                                                                              |
|   |                                                                                                              |
|   | **ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION**                                                                   |
|   |                                                                                                              |
|   | By:                                                                                                               |   |   |
|   | (Signature)                                                                                                       |   |
|   |                                                                                                              |
|   |                                                                                                              | James  Cannavino |
|   |                                                                                                              | Chairman of  the Board |
|   |                                                                                                              |
|   |                                                                                                              |
|   | **EMPLOYEE**                                                                                                      |
|   |                                                                                                              |
|   |                                                                                                              |   |
|   | (Signature)                                                                                                       |
|   |                                                                                                              |
|   | Michael  Rusert                                                                                                   |
|   | President  and Chief Executive Officer                                                                            |
|        |                                                                                                                   |  |  |  |

 

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