**Exhibit 10.3.3**

 

Second Amendment to Employment Agreement

 

This Second Amendment toEmployment Agreement (the “Second Amendment”) amends that certain EmploymentAgreement dated as of April 1, 1999, between Ari Horowitz (“Employee”) andOpus360 Corporation (the “Company”), as amended pursuant to the Amendment toEmployment Agreement dated September 2, 1999 (as so amended, the “OriginalEmployment Agreement” and as amended by this Second Amendment, the “EmploymentAgreement”).  Capitalized terms used inthis Second Amendment that are not defined herein shall have the meaningsascribed thereto in the Original Employment Agreement.

 

1.             Effective Date. This SecondAmendment shall be effective as of May 1, 2001.

 

2.             Compensation.  Section 4(a) of the Original EmploymentAgreement is hereby amended in its entirety, to read as follows:

 

During the period from the commencement of the Termuntil January 31, 2000 (the “Initial Period”), Employee shall be paid basesalary (the “Base Salary”) at the annual rate of $150,000 per year, andcommencing on February 1, 2000, Employee shall be paid Base Salary at theannual rate of $250,000 per year, in each case payable in arrears at theestablished pay period of the Company. Thereafter, the Base Salary payable to Employee shall be reviewed atleast annually by the Board, and reasonable increases shall be based onEmployee’s performance as well as the Company’s performance as determined inthe sole discretion of the Board, but, except as provided in the nextparagraph, in no event shall Employee’s Base Salary per year during the Term beless than $250,000.

 

Notwithstanding the foregoing, for the period (the“Deferral Period”) commencing May 1, 2001 and ending on the earlier of October31, 2001 or the date on which the transaction contemplated under the ShareExchange Agreement dated as of April 11, 2001 between the Company and Proha Plcis consummated (the “Artemis Closing Date”), Employee shall be paid salary at arate equal to $8,333.33 per semi-monthly pay period.  On or before January 2, 2002, Employee shall be paid, in additionto any other salary or bonus then payable, and amount equal to the differencebetween the salary actually paid during the Deferral Period and the amount ofsalary that would have been paid during the Deferral Period if the reductioncontemplated by the preceding sentence had not been taken (the “DeferredAmount”).

 

3.             Option Grant.  Section 5 of the Original EmploymentAgreement is hereby amended by adding the following provision to the endthereof:

 

Subject toapproval by the Compensation Committee of the Board of Directors of theCompany, the Company shall grant the Employee, on or as soon as practicableafter the effective date of this Second Amendment, options (the “May Options”)to purchase, in the aggregate, 192,300 shares of Common Stock at an exerciseprice equal to the fair market value of a share of Common Stock on the date ofgrant.  A portion of the May

 

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Options shallqualify for federal income tax purposes as “incentive stock options” (the numberof options that will qualify as the “incentive stock option” shall be themaximum number permitted under the terms of the Company’s 2000 Stock OptionPlan), and the remainder shall not qualify for federal tax purposes as“incentive stock options”.  Writtenoption agreements between the Company and the Employee shall be prepared anddelivered by the Company to the Employee, which option agreements shall containall of the terms and conditions of the May Options.  The May Options shall vest on the earliest to occur of theArtemis Closing Date, the date which is the six month anniversary of the dateof grant or the date of termination of employment other than a termination as aresult of a voluntary resignation.

 

4.             Termination of Agreement.  Section 8(c) of the Original EmploymentAgreement is hereby amended by adding the following sentence to the endthereof:

 

In calculatingamounts of salary due and payable under subsection (i) hereof , no effect shallbe given to the deferral of Base Salary during the Deferral Period; that is,any such payments in regard to termination shall be made at the then currentrate of Base Salary without reduction for any Deferred Amount.

 

5.             Ratification.  Except as otherwise expressly set forthherein, the Original Employment Agreement is hereby ratified and confirmed inits entirety.

 

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

 

OPUS360CORPORATION

 

 
|   | By:                         |                                |   |
|--------|-----------------------------|-------------------------------------|--------|
|   | Name:                       | Peter  Schwartz                     |
|   | Title:                      | Executive  Vice President & CFO |
|   |                        |                                |
|   |                        |                                |
|   |                        |                                |
|   |                        |                                |
|   | ARI B.  HOROWITZ (Employee) |                                |
|        |                             |                                     |        |  |  |

 

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