**Exhibit10.40.1**

 

FIRST AMENDMENT TOEMPLOYMENT AGREEMENT dated as of July 31, 2001 amends that certain EMPLOYMENTAGREEMENT dated as of June 12, 2000 (the “Original Agreement” and asamended by this First Amendment, the “Agreement”) between OPUS360CORPORATION, a Delaware corporation (the “Company”), and JEANNE M.MURPHY (the “Employee”).

 

WHEREAS, theCompany and Employee entered into the Original Agreement; and the Company andEmployee now desire to amend the Original Agreement as set forth below.

 

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.               Definitions.

 

All capitalizedterms used and not defined herein shall have the meaning ascribed to such termsin the Original Agreement.

 

Section 2.               Duties.

 

Section 3 of theOriginal Agreement is hereby amended in its entirety, to read as follows:

 

“The Employee shall be employed as the Executive VicePresident, General Counsel and Secretary of the Company or in such otherposition as the Company and the Employee shall agree in writing.  The Employee shall report to the ChiefExecutive Officer (or the President if there is no Chief Executive Officer) ofthe Company.  The Employee shall performsuch duties and services as are appropriate and commensurate with theEmployee’s position as Executive Vice President, General Counsel and Secretary ofthe Company and as are otherwise consistent in stature and prestige with theposition of Executive Vice President of a publicly traded corporation withsimilar operations as the Company, and shall perform such additional duties andservices which are similarly consistent with such position as may reasonably beassigned to her from time to time by the Chief Executive Officer or President,as the case may be.  The Employee shallbe based in the New York City metropolitan area.”

 

Section 3.               Compensation.

 

A new subsection (g)shall be added to Section 5 of the Original Agreement, to read as follows:

 

“(g)         The Company shall grant to Employee anoption (the “Additional Option”) to purchase up to 100,000 shares of the CommonStock pursuant to the terms of a written option agreement between the Companyand Employee substantially in the form currently

 

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used by the Company for ISO’s or NSO’s, asapplicable.  Such option shall, to theextent permitted under applicable law, be an ISO.  The right to purchase thirty percent (30%) [30,000 shares] of theCommon Stock represented by the Additional Option shall be immediately vestedupon grant and the right to purchase the remaining eighty percent (80%) of suchCommon Stock shall vest with respect to one third (1/3) of such shares [23,333or 23,334 shares, as applicable] of such Common Stock on each of the firstthree anniversaries of the date of grant.

 

Section 4.               Termination for Good Reason orBy Resignation.

 

Subsection9(b)(i)(C) of the Original Agreement is hereby amended in its entirety to readas follows:

 

“(c) theEmployee’s office is relocated more than thirty (30) miles outside The City ofNew York,”

 

Section 5.               Effectof Changes.

 

Employee acknowledges that the changes set forth above are made withher agreement and do not constitute “Good Reason” to terminate this Agreementunder Section 9 of this Agreement.

 

 

Section 6.               Ratification.

 

Except as otherwise expressly set forth herein, the Original Agreementis hereby ratified and confirmed in its entirety.

 

Section 7.               Effective Date.

 

This amendment shall be effective as of the date first written above.

 

IN WITNESSWHEREOF, the undersigned have duly executed this Agreement as of the date firstabove written.

 
|   | OPUS360 CORPORATION |
|--------|---------------------|
|   |                |
|   | By:                 |   |   |
|   | Name:               | Steven C. Yager |
|   | Title:              | CEO and President |
|   |                |
|   |                |
|   |                |
|   |                |   |
|   | JEANNE M. MURPHY    |
|        |                     |  |  |  |

 

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