Exhibit 10.48.1


 


FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT between Artemis International Solutions
Corporation, a Delaware corporation (the “Company”), and Robert Stefanovich
(the “Employee”) (the “First Amendment”), dated as of March   , 2004, amending the Employment Agreement
dated as of October 9, 2002, between the Company and Employee (the “Original
Agreement,” and as amended by this First Amendment, the “Agreement”).


 


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


 


NOW,
THEREFORE, in consideration of the covenants contained herein and other good
and valuable consideration (including but not limited to the Employee
continuing to provide services to the Company pursuant to the Agreement), the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Employee hereby agree as follows:


 


1.  The typographical error located in the third
paragraph of the original Agreement – wherein Employee’s job title was in part
erroneously identified as “Chief Executive Officer,” shall be revised and
corrected to now identify Employee’s job title in part as, “Chief Financial
Officer.”


 


2.  Section 1, “Duties,” shall be revised by
adding a new “(iii)” at the end of the very last sentence in the Section, such
that said sentence would now read as follows:


 


Employee agrees to perform Employee’s duties
to the best of his abilities and to devote all of his professional time,
attention and energy to the business of Employer; provided, however, that
Employee may (i) engage in activities in connection with charitable or civic
activities; (ii) serve as an executor, trustee or in other similar fiduciary
capacity, if in each case, such activities do not interfere with Employee’s
services hereunder; and (iii) serve as a member of a board of directors
pertaining to a for-profit commercial entity, as long as such activity does not
interfere with Employee’s services hereunder.


 


3.  Sub-section “(c)” of Section 4 of the Original
Agreement, “Term of Agreement – Compensation upon termination,” shall be
revised such that parts “(i) (A)” shall now read as follows:


 


(i) if Employer terminates this Agreement
without Good Cause, or if Employee resigns for Good Reason as provided below in
Section 4(d), then Employee will be entitled (A) both to his continued Base
Salary for a period of twelve months at the rate in effect on the date of
Employee’s termination, with said payments to coincide with Employer’s
regularly scheduled payroll, and to his continued


 

















 


medical benefits for a period of twelve
months to be provided at the Employer’s expense, with said provision of
benefits to be at the same level as provided immediately prior to the date of
Employee’s termination,


 


4.  Sub-section “(d)” of Section 4 of the
original Agreement “Term of Agreement – If Employee resigns for Good Reason,”
shall be deleted in its entirety and replaced with the following:


 


(d) 
If Employee resigns for Good Reason, then said resignation shall be
treated as a termination without Good Cause by Employer, consistent with
Section 4(c)(i) above, with Employee being eligible to receive the benefits as
provided therein.  For purposes of this
Employment Agreement, Resignation for Good Reason shall include and may be
triggered by: (i) a reduction in title or any material reduction in duties and
responsibilities, (ii) a change of both the Corporation’s Chief Executive
Officer and the Chairman of the Board of Directors, as of the effective date of
the First Amendment to the Original Agreement, (iii) either the office located
at 4041 MacArthur Blvd in Newport Beach, CA, being relocated more than
twenty-five miles farther away from Employee’s home address, or the location of
the Company’s headquarters being moved outside of the United States, as of the
effective date of the First Amendment to the Original Agreement, (iv) a
diminution of base salary, (v) a diminution or elimination of the Incentive
Compensation bonus target for a fiscal year as described above in Section 2(b),
(vi) a diminution in coverage or elimination of the Directors and Officers
Insurance in effect as of the effective date of the First Amendment to the
Original Agreement,  and (vii) a “Change
in Control,” which shall be deemed to have occurred if, (A) there shall be
consummated (x) any consolidation or merger of the Company in which the Company
is not the continuing or surviving corporation or pursuant to which shares of
Common Stock would be converted into cash, securities or other property, other
than a merger of the Company in which holders of Common Stock immediately prior
to the merger own a majority of the common stock of the surviving corporation
immediately after the merger, or (y) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company; (B) the stockholders of the
Company approve any plan or proposal for the liquidation or dissolution of the
Company; or (C) any “person” (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), shall become the beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act) of 50% or more of the outstanding Common Stock.  Employee shall have the right to resign for
Good Reason and thereby terminate his employment for cause under this Agreement
and pursuant to this Section 4(d) upon not less than fifteen (15) days prior
written notice, which notice must be given within thirty (30) days after the
occurrence of the event giving rise to such right to terminate;  provided, however, in cases where the title
or position have been reduced, that Company 
shall have the right to restore Employee to his title and position prior
to such event within ten (10) days after such notice is given.  If Employee is not restored to his prior
title and position within ten (10) days after such notice is given, his
resignation under this subparagraph shall 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 forth
herein, the Original Agreement is hereby ratified and confirmed in its
entirety.


 


(b)           Effective Date.  This First Amendment shall be effective as
of the date first written above.


 


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


 


 


ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION


 


	
  By:

  	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
  Patrick
  Ternier

  
	
   

  	
  President
  and Chief Executive Officer

  
	
   

  
	
   

  
	
  EMPLOYEE

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
  Robert
  Stefanovich

  
	
   

  	
  Executive
  Vice President, Chief Financial Officer of the Company