**Exhibit 10.45.1**

 

FIRSTAMENDMENT TO EMPLOYMENT AGREEMENT between Artemis International SolutionsCorporation, a Delaware corporation (the “Company”), and Charles Savoni (the“Employee”) (the “First Amendment”), dated as of October 4, 2002, amending theEmployment Agreement dated as of March 1, 2002, 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’s employmentwith the Company as set forth in 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.  Duties.  Section 1 of the Original Agreement, “Duties,” shall be revisedsuch that Employee’s job title and position of regular “Vice President, GeneralCounsel and Secretary,” shall now be referred to in the Agreement as “SeniorVice President, General Counsel and Secretary.”

 

2.  Compensation.  Section 2 of the Original Agreement,“Compensation,” subsection “(a),” “Salary,” shall be revised by deleting the“$120,000 per annum” figure and replacing it in the Agreement with “$132,000per annum.”

 

Section 2 ofthe Original Agreement, “Compensation,” subsection “(b),” “IncentiveCompensation,” shall be deleted in its entirety and replaced in the Agreementwith the following:

 

•                  *(b) Incentive Compensation.  Employee shall be eligible to receive an annual bonus based on abonus target of $35,000 per fiscal year (as may be revised per mutualagreement), paid quarterly through the Artemis International DiscretionaryIncentive Compensation Plan (as may be amended from time to time), based uponthe Company’s achievement of economic performance criteria as mutually agreedupon by the Employee and Chief Executive Officer (MBO), if any.* *For fiscalyear 2002,**Employee shall be paida pro-rated incentive bonus for the quarter and based on the date in whichEmployee begins to perform duties as outlined herein, consistent with theArtemis International Discretionary Incentive Compensation Plan.  Notwithstanding the foregoing, for anyapplicable fiscal year, in the event the budgeted economic performance of theCompany is materially altered due to any acquisitions or divestitures by theCompany during that fiscal year, the criteria for bonus payout will be adjustedequitably by the Chief Executive Officer to take into account the effect ofsuch acquisitions and/or divestitures.*

 

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3.  Options.  Section 2 of the Original Agreement, “Compensation,” subsection“(c),” “Options,” shall be revised by deleting the third sentence and addingthe following three sentences to the end of the subsection in the Agreement:

 

•                  *All of Employee’s options shall be subject to theterms and conditions of the Company’s Stock Option Plan, as may be amended fromtime to time, and any agreements evidencing such options; provided, however,that any terms provided hereunder this Agreement pertaining to options shallprevail and govern in cases where the Stock Option Plan and/or any otherrelated agreement is silent or any term thereunder conflicts with a term ofthis Agreement.  If, after the EffectiveDate, the Common Stock is changed by reason of a stock split, reverse stocksplit, stock dividend or recapitalization, or converted into or exchanged for othersecurities as a result of a merger, consolidation or reorganization (a“Recapitalization”), the numbers of shares subject to the Initial Grant and anysubsequent grants (in each case if not yet granted) shall be adjusted orconverted by the same factor or into the same securities as a like number ofoutstanding shares of Common Stock would have been adjusted as a result of suchRecapitalization.*

 

4.  Employment Termination.Section 4 of the Original Agreement, “Term of Agreement,” subsections “(c)(i)”and “(d)” shall be revised as follows.

 

•                  The firstsentence of Subsection (c)(i) shall be deleted and replaced in the Agreement bythe following:  *(i)**ifEmployer terminates this Agreement without Good Cause, or if Employee resignsfor Good Reason as provided below in Section 4(d), then Employee will beentitled, (1) to receive within ten (10) days after termination, (x) a lump sumpayment less applicable deductions, equivalent to nine (9) months base salary,at the salary rate in effect on the date of Employee’s termination, and (y) anincentive bonus payment pro-rated for the quarter in which any such terminationshall take effect based on said termination date, consistent with the ArtemisInternational Discretionary Incentive Compensation Plan, to be computed at theone-hundred percent (100%) level of payout under the Plan; and (2) to vestimmediately any options to purchase Common Stock granted hereunder, with allsuch options to be exercisable by the Employee for their full remaining term; provided,however, that Employee’s right to receive the lump sum payment and tovest and have exercisable the options provided for in this Section 4(c)(i)shall be conditioned upon contin­ued compliance with Employee’s obligationsunder the provisions of this Agreement that survive such termination.*

 

•                  The firstsentence of Subsection (d) shall be deleted and replaced in the Agreement asfollows:  *If Employee resigns for Good Reason, then said resignation shall betreated as a termination without Good Cause, consistent with Section 4(c)(i)above, with Employee being eligible to receive the benefits as providedtherein.*

 

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•                  The secondsentence of Subsection (d) of the Agreement shall now include an additionalitem – “(E)” – to read as follows:  *or**(E)a “Change in Control,” which shall be deemed 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 the meaningof Rule 13d-3 under the Exchange Act) of 50% or more of the outstanding CommonStock.*

 

•                  The lastsentence of Subsection (d) shall be deleted and replaced in the Agreement asfollows:  *If Employee is not restored to his prior title and position within ten(10) days after such notice is given, his resignation under this subparagraphshall be treated as a termination by Company without Good  Cause, consistent with Section 4(c)(i)above, with Employee being eligible to receive the benefits as provided therein.*

 

5.  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.

 

IN WITNESSWHEREOF, the undersigned have duly executed this First Amendment as of the datefirst written above.

 

 
| **ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION** |
|-------------------------------------------------|
|                                            |   |
| By:                                             |   |   |   |
| (Signature)                                     |   |
|                                            |   |
|                                            | Michael  Rusert |   |
|                                            | President  and Chief Executive Officer |   |
|                                            |   |
|                                                 |  |  |  |

 
| **EMPLOYEE** |
|--------------|
|         |   |
|         |   |   |   |
| (Signature)  |   |
|         |   |
|         | Charles  Savoni |
|         | Senior Vice  President, General Counsel and Secretary of the Company |
|              |  |  |  |

 

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