Exhibit 10.43
ASSIGNMENT AND FIRST AMENDMENT
TO EMPLOYMENT AGREEMENT
ASSIGNMENT AND FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of
December 13, 2000 ("First Amendment"), by and among PeopleMover, Inc. (the
"Employer" or "PeopleMover"), Opus360 Corporation ("Assignee") and Xxxxxxx
Xxxxx ("Employee").
WHEREAS, the Employer and Employee are parties to an employment
agreement, dated as of January 30, 2000 (the "Original Employment Agreement"
and as amended by this First Amendment, the "Employment Agreement"), pursuant
to which Employee was engaged as Employer's Vice President, Business
Development;
WHEREAS, it is the desire of Employee and the Employer that Employee
commence to be employed as Senior Vice President, Sales of the Assignee, that
the Assignee assume the Original Employment Agreement and the terms of the
Original Employment Agreement be modified as set forth in this First
Amendment;
NOW THEREFORE, in consideration of the foregoing and of the mutual
promises hereinafter set forth, the parties hereto agree as follows:
Section 1. DEFINED TERMS.
All references to the Employer in the Original Employment Agreement
shall as of the Effective Date (defined below) be deemed to refer to the
Assignee. Except as provided in the preceding sentence, the terms used herein
but not defined herein shall have the meanings set forth in the Original
Employment Agreement.
Section 2. EFFECTIVE DATE.
When fully executed by the parties hereto, this First Amendment
shall be effective as of January 1, 2001 (the "Effective Date").
Section 3. DUTIES. The first sentence of Section 1 of the Original
Employment Agreement is hereby amended in its entirety, to read as follows:
"Employer agrees to employ Employee, and Employee agrees to be so
employed, as Senior Vice President Sales, of Employer, or such other title as
may be given to Employee from time to time, reporting directly to the
President and Chief Operating Officer of Employer."
Section 4. COMPENSATION.
(a) Salary. Section 2(a) of the Original
Employment Agreement is hereby amended by adding
the following sentences after the first sentence
thereof:
"With effect from January 1, 2001, the Employee's Annual Salary shall
be increased to the rate of $185,000.00 per annum, less all applicable
federal, state and local withholding taxes payable in accordance with
Employer's standard payroll policies. Employee shall also be paid, for
the period commencing on January 1, 2001 and ending on June 30, 2001, a
salary supplement equal to $1,250.00 per pay period. In addition, for
fiscal year 2001 only, upon achievement of specific MBO's and Company
revenue targets to be agreed between Employee and the President and
Chief Operating Officer within thirty days after the execution of this
First Amendment, Employee shall be eligible to receive a bonus in the
amount of up to $17,500 payable after the end of the third calendar
quarter of 2001, up to $17,500 payable after the end of the fourth
calendar quarter of 2001, and up to $115,000 at the time of general
distribution of 2001 bonuses, in each case less applicable withholding
and deductions. If the MBO's established for any of such bonuses are
not
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achieved within the time period specified for the achievement of
such MBO's, such bonus shall not be payable then or thereafter."
Section 5. NOTICES.
Any notice to be provided to Employer under the Employment Agreement
shall be given by delivering such notice through any of the methods set forth in
Section 7 of the Employment Agreement to:
Opus360 Corporation
00 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
attn: President and COO
facsimile number: 000-000-0000
with a copy to the Executive Vice President and General Counsel at the
same address, facsimile number: 000-000-0000.
Section 6. ASSIGNMENT. PeopleMover, Inc. hereby assigns to Opus360
Corporation all of its right title and interest in and to the Original
Employment Agreement as modified by this First Amendment, and Opus360
Corporation hereby assumes all of the obligations of PeopleMover, Inc. under
the Original Employment Agreement as amended by this First Amendment.
Section 7. ENTIRE AGREEMENT.
The Original Employment Agreement as modified by this First
Amendment sets forth the entire agreement with respect to the subject matter
hereof and supersedes any other understandings, commitments or agreements
pertaining to the subject matter hereof. Neither party has made any
representations or warranties except as expressly set forth in the Original
Employment Agreement as modified by this First Amendment. The parties
recognize and agree that the Original Employment Agreement will continue in
full force and effect, and, except as expressly modified by this First
Amendment, is hereby ratified and confirmed in its entirety. This First
Amendment may not be modified except in a writing signed by both parties and
shall be interpreted under the laws of the State of New York without
reference to its choice of law rules.
IN WITNESS WHEREOF, the undersigned have executed this First Amendment
as of the date first written above.
XXXXXXX XXXXX
/s/ Xxxxxxx Xxxxx
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PEOPLEMOVER, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
OPUS360 CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: President and COO
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