**Exhibit10.41.1**

 

FIRST AMENDMENT TOEMPLOYMENT AGREEMENT dated as of May 1, 2001, between OPUS360 CORPORATION, aDelaware corporation (the “Company”), and Peter Schwartz (the “Employee”)(the “First Amendment”) amending the Employment Agreement dated as of  September 8, 2000 between the Company andEmployee (the “Original Agreement” and as amended by this First Amendment, the“Agreement”).

 

WHEREAS, theCompany and the Employee desire to amend certain terms of the Employee’semployment with the Company as set forth in the Original Agreement.

 

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

 

Section 1.                                            Compensation.

 

(a)                                  Section5(a) of the Original Agreement is hereby amended by adding the followingprovision to the end thereof:

 

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”), the Employee shall be paid salaryat a rate equal to $5,833.33 per semi-monthly pay period.  On or before January 2, 2002, the Employeeshall be paid, in addition to any other salary or bonus then payable, andamount equal to the difference between the salary actually paid during the DeferralPeriod and the amount of salary that would have been paid during the DeferralPeriod if the reduction contemplated by the preceding sentence had not beentaken (the “Deferred Amount”).

 

(b)                                 Section5(e) of the Original Agreement is hereby amended by adding the followingprovision to the end thereof:

 

Subject to approval by the Compensation Committee ofthe Board of Directors of the Company, the Company shall grant the Employee, onor as soon as practicable after the effective date of the First Amendment,options (the “May Options”) to purchase, in the aggregate, 134,615shares of Common Stock at an exercise price equal to the fair market value of ashare of Common Stock on the date of grant. A portion of the May Options shall qualify for federal income taxpurposes as “incentive stock options” (the number of options that will qualifyas the “incentive stock option” shall be the maximum number permitted under theterms of the Company’s 2000 Stock Option Plan), and the remainder shall notqualify for federal tax purposes as “incentive stock options”.  Written option agreements between theCompany and the Employee shall be prepared and delivered by the Company to theEmployee, which option agreements shall contain all of the terms and

 

----

 

conditions of the May Options.  The May Options shall vest on the earliestto occur of the Artemis Closing Date, the date which is the six monthanniversary of the date of grant or the date of termination of employment otherthan a termination as a result of a voluntary resignation.

 

Section 2.                                            Effectof Termination of Employment. Section 10 of the Original Agreement is hereby amended as follows:

 

(a)                                  Section10(a) is amended to provide that the amount of Base Salary to be paid underSection 10(a)(i) shall include the Deferred Amount.

 

(b)                                 Section10(b)(ii)  is amended in its entirety toread as follows:

 

(ii)                                  toreceive monthly cash severance payments in an amount equal to one–twelfthof the cash compensation (including Base Salary (without any reduction for theDeferred Amount, if any, deferred during such period) and bonus) received bythe Employee during the 12-month period immediately prior to the date oftermination (such monthly payments, “Monthly Severance”), for a period oftwelve (12) months;

 

Section 3.                                            Miscellaneous.

 

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

 

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

 

IN WITNESS WHEREOF,the undersigned have duly executed this First Amendment as of the date firstabove written.

 

OPUS360 CORPORATION
|   |                                                                 |                |
|--------|----------------------------------------------------------------------|---------------------|
|   |                                                                 |                |
|   | By:                                                                  | /s/ Ari B. Horowitz |   |   |
|   | Name: Ari B. Horowitz                                                |                |
|   | Title:      Chairman and Chief Executive Officer |                |
|   |                                                                 |                |
|   |                                                                 |                |
|   | /s/ Peter Schwartz                                                   |                |   |
|   | PETER SCHWARTZ (Employee)                                            |                |
|        |                                                                      |                     |  |  |  |

 

2

----