New Exhibit 10.3A
OPUS360 CORPORATION
000 XXXXX XXXXXX, 00XX XXXXX
XXX XXXX, XXX XXXX 00000
September 2, 1999
Xx. Xxx Xxxxxxxx
x/x Xxxx000 Xxxxxxxxxxx
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
AMENDMENT TO EMPLOYMENT AGREEMENT
Dear Ari:
Reference is made to the Employment Agreement dated as of April__,
1999 (the "Employment Agreement"), between you and Opus360 Corporation (the
"Company"). Capitalized terms used but not defined herein have the meanings
ascribed thereto by the Employment Agreement.
Pursuant to the Securities Purchase Agreement dated as of the date
hereof (the "Purchase Agreement") among the Company and the purchasers party
thereto (collectively, the "Purchasers"), the Purchasers are acquiring shares
of the Company's Series B Convertible Preferred Stock (the "Series B
Shares"). As an inducement to the Purchasers to enter into the Purchase
Agreement and purchase the Series B Shares, you hereby agree to amend the
Employment Agreement in accordance with the following:
1. TIME DEVOTED TO THE COMPANY. Section 3 of the Employment Agreement is
hereby amended by deleting the third sentence and inserting in lieu thereof
the following: "The Employee shall devote all of his loyalty and skill to the
business of the Company and a preponderance of his business and professional
time, attention and energy as may be reasonably necessary to carry on the
business of the Company and to perform his duties under this Agreement,
PROVIDED HOWEVER, that in no event shall the Employee devote less of his
business and professional time, attention, and energy as is customary for a
senior executive of comparable position as the Employee in companies
similarly situated as the Company at such time."
2. TERMINATION FOR CAUSE. Section 8(a) of the Employment Agreement is
amended and restated in its entirety to read as follows:
"(a) In the event that the Employee's employment with the
Company is terminated for any reason (including by reason of the death
or incapacity of the Employee), other than a Termination for Cause or a
resignation by the Employee without Good Reason (a "Termination of
Employment"), (i) the Employee shall be entitled to certain Rights (as
such term is defined in clause (c) below), and (ii) the options granted
to the Employee pursuant to the Option Agreement shall
become immediately exercisable and the Employee shall have at least
180 days from the date the Employee's employment with the Company
ended in which to exercise such options."
3. GOOD REASON; CAUSE.
(a) Section 8(b)(ii) of the Employment Agreement is hereby amended
by adding at the end thereof the following: ", unless the Employee has
voluntarily consented in writing to such diminution of title, authority or
duties in order to place another individual in the position of Chief Executive
Officer."
(b) Section 8 of the Employment Agreement is hereby amended by
adding a new Section 8(d) at the end thereof to read in its entirety as
follows:
"(d) "Cause" means (i) the Employee's disregard of his
duties, where such action would be in the ordinary course of
the Employee's duties and such failure to act is reasonably likely
to cause or has caused a material adverse effect on the Company;
(ii) gross negligence or willful misconduct by the Employee in the
performance of his duties which is reasonably likely to have or has
had a material adverse effect on the Company; (iii) the commission
by the Employee of any act of fraud or financial dishonesty with
respect to the Company; or (iv) any felony conviction, provided
that the decision to terminate the Employee for Cause (as described
in clause (i), (ii) (iii) or (iv) must be approved by the unanimous
consent of the board of directors of the Company (excluding the
Employee if he is a director at such time)."
4. NONCOMPETITION. Section 10 of the Employment Agreement is amended
to read in its entirety as follows:
"9. COVENANTS AGAINST COMPETITION.
In the event that the Employee ceases to be an employee
of the Company during the Term for any reason, then until the
second anniversary of the termination date, the Employee shall not
in any manner, directly or indirectly, as an employee, employer,
consultant, agent, principal, partner, manager, stockholder,
officer, director, or in any other individual or representative
capacity, engage in or become interested in any business that is
competitive with the business of the Company carried on by the
Company as of the termination date. Notwithstanding the foregoing,
the Employee may own less than two percent (2%) of the issued and
outstanding capital stock of any publicly traded company."
5. Except as amended hereby, the Employment Agreement shall remain in
full force and effect.
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If the foregoing is acceptable to you, please sign a copy of this
letter agreement in the space provided below and return a copy of the
executed letter to the undersigned.
Very truly yours,
/s/ Xxxx XxXxxx
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Xxxx XxXxxx
Chief Financial Officer
AGREED TO AND ACKNOWLEDGED
/s/ Xxx Xxxxxxxx
--------------------------
Xxx Xxxxxxxx
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