**EXHIBIT 10.3.4**

 

July 31, 2001

 

Mr. Ari Horowitz

39 West 13th Street,3rd Floor

New York, New York 10011

 

Third Amendment to Employment Agreement

 

Dear Ari:

 

Reference is made to theEmployment Agreement dated as of April 1, 1999, between you and Opus360 Corporation(the “Company”), as amended pursuant to the Amendment to Employment Agreementdated September 2, 1999 and the Second Amendment to Employment Agreement datedMay 1, 2001 (the Employment Agreement as so amended is hereinafter referred toas the “Amended Employment Agreement”). Capitalized terms used in thisAmendment that are not defined herein shall have the meanings ascribed theretoin the Amended Employment Agreement.

 

In connection with theExecution of the Stock Exchange Agreement between Proha Plc (“Proha”) and theCompany, dated the date hereof, you and the Company agree to amend the AmendedEmployment Agreement in accordance with the following, to be effective upon theAmendment Effective Date (as herein defined):

 

1.             Amendment Effective Date. “Amendment EffectiveDate” shall mean the date upon which the purchase of the stock contemplated bythe Stock Exchange Agreement (the “Transaction”) becomes effective.

 

2.             Position. The second WHEREAS clause of theAmended Employment Agreement is change to read: “WHEREAS, it is the desire ofthe Company and Employee that Employee be employed as Vice Chairman andExecutive Vice President, Corporate Development of the Company.”

 

3.             Duties to the Company. Section 3 of the AmendedEmployment Agreement is further amended by: (a) deleting the first sentence ofSection 3 and inserting in lieu thereof the following: “Employee shall serve asand perform the duties of Vice Chairman and Executive Vice President, CorporateDevelopment of the Company. Employee shall continue to be nominated to electionas a member of the board of directors of the Company throughout the Term, andat all times during the Term the Company shall use its commercially reasonableefforts to ensure that Employee is a member of the board of directors of theCompany.” and (b) deleting the third and fourth sentences of Section 3 andinserting in lieu thereof the following: “Employee shall devote such portion ofhis business and professional time as shall be reasonably necessary to performhis duties under this Agreement, provided, however, that he may schedule histime to perform such duties so as not unreasonably to interfere with any of hisother business activities or travel. Employee shall focus on the followingobjectives for the Company:

 

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(i) retention of currentclients of Opus360 Corporation; (ii) retention of Opus360 Corporation employeeswho are targeted to be retained by the Company; (iii) retention of currentinvestors of Opus360 Corporation and/or recruitment of new investment capitalfor the Company; (iv) assistance in shaping the overall strategy of the Companyand positioning it within its market and the investment community; (v) mergerand acquisition activity for the Company; and (vi) assistance in shaping thestrategy of the Company to create shareholder value.”

 

4.             Compensation. There shall be added to Section4(a) of the Amended Employment Agreement the following sentence: “Commencingwith the Amendment Effective Date, in no event shall Employee’s Base Salaryduring the Term be less than Two Hundred and Fifty Thousand Dollars($250,000.00) per year.”

 

5.             Office Space and Assistant. There shall be addedto Section 6 of the Amended Employment Agreement a new Section 6(c) at the endthereof to read in its entirety as follows: “(c) Office Space and Assistant.The Company shall make available to Employee during the Term, at its expense,(i) an executive assistant of Employee’s choice, who shall be paid no less thanEmployee’s executive assistant as of the Amendment Effective Date and who shallbe granted options for shares of the Company’s stock on the same basis as otheremployees similarly situated, and (ii) office space at a mutually agreedlocation in New York County, New York, that is comparable to his and hisassistant’s current space at Opus360 Corporation’s New York Office as of theAmendment Effective Date.”

 

6.             Termination of Employment. Section 8(a)(ii) ofthe Amended Employment Agreement is hereby further amended and restated to readas follows:

 

“(ii) all options granted toEmployee for shares of the Company’s stock shall become immediatelyexercisable, and Employee shall have the full term of the options in which toexercise such options.”

 

7.             Good Reason; Rights; Resignation Without Good Reason.(a) Section 8(b)(ii) of the Amended Employment Agreement is hereby furtheramended and restated to read as follows: “(ii) a material diminution inEmployee’s title, authority or duties from those of Vice Chairman and ExecutiveVice President, Corporate Development.”

 

(b) Section 8(c)(i) of theAmended Employment Agreement is hereby amended and restated to read: “(i)Employee (or, as the case may be, Employee’s estate) shall be entitled toreceive the same salary (pursuant to Section 4 hereof) and benefits (pursuantto Section 6 hereof) as he would be entitled to receive had he been employed bythe Company for the two (2) year period following the date of the Terminationof Employment,”

 

(c) Section 8(d) of the AmendedEmployment Agreement is hereby amended by deleting Section 8(d)(i) and thereference to clause (i) in Section 8(d)(iv).

 

(d) Section 8 of the AmendedEmployment Agreement is hereby further amended by adding a new Section 8(e) atthe end thereof to read in its entirety as follows:

 

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“(e) In addition to his otherrights to terminate his employment pursuant to this Agreement, Employee shallhave the right to terminate his employment without Good Reason by giving theCompany at least thirty (30) days written notice of his desire to terminate hisemployment. Upon such termination, Employee shall be entitled to receive allsalary (pursuant to Section 4 hereof) and benefits (pursuant to Section 6hereof) earned and accrued up to the effective date of termination andreimbursement (pursuant to Section 7 hereof) for all expenses incurred byEmployee up to the effective date of termination.”

 

8.             Change of Control. There shall be inserted afterthe first sentence of Section 9 of the Amended Employment Agreement thefollowing sentence:  “In the event a“Change of Control” is consummated after the Amendment Effective Date, alloptions granted after the Amendment Effective Date to Employee for shares ofthe Company’s stock shall become immediately exercisable in full.”

 

9.             Except as amended hereby, the Amended EmploymentAgreement shall remain in full force and effect.

 

If the foregoing is acceptableto you, please sign a copy of this letter agreement in the space provided belowand return a copy of the executed letter to the undersigned.

 

 

Very truly yours,

 

OPUS360 CORPORATION

 

 
| By:                         |   |   |
|-----------------------------|--------|--------|
| Steven C.  Yager,           |   |
| Chief  Executive Officer    |   |
|                        |   |
| Proha Plc                   |   |
|                        |   |
|                        |   |
|                        |   |
|                        |   |
| Agreed to  and Acknowledged |   |
|                        |   |
|                        |   |
|                        |   |
| Ari Horowitz                |   |
|                             |        |        |  |

 

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