Vice President, Finance Employment Agreement

Exhibit 10.48


EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT (the "Agreement"), dated as of October 9, 2002 (the "Effective Date") by and between Artemis International Solutions Corporation (the "Company," "Artemis" or the "Employer") and Robert Stefanovich (the "Employee").


WHEREAS, Employee started with the Company on July 29, 2002, employed as the Senior Vice President, Finance of the Company, based in part on a Letter Agreement between the parties dated July8, 2002; and


WHEREAS Employee was promoted to Executive Vice President, Chief Executive Officer on September 27, 2002; and


WHEREAS both Employee and the Company desire that Employee now be so employed by the Company, on the terms and subject to the conditions hereinafter set forth.


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 this Agreement), the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee hereby agree as follows:


Section 1. Duties.


Employer agrees to continue to employ Employee, and Employee agrees to continue to be so employed as, Executive Vice President, Chief Financial Officer, reporting directly to Michael Rusert, the Company's President and Chief Executive Officer, unless and until terminated as set forth herein. Employee shall be responsible for performing the customary duties as are appropriate to Employee's position. Employee shall be covered by Employer's "Director's and Officers" insurance as is customary and appropriate to Employee's position. The Chief Executive Officer will be responsible for evaluating Employee's performance for all purposes. 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; and (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.


Section 2. Compensation.


(a) Salary. Employer shall pay to Employee a base salary at the rate of $165,000 per annum, less all applicable federal, state and local withholding taxes payable in accordance with Employer's standard payroll and other elected deductions. The Base Salary shall be reviewed at least annually by the Chief Executive Officer, and may be increased in the sole discretion of Employer.


(b) Incentive Compensation. Employee shall be eligible to receive an annual bonus based on a bonus target of $55,000.00 per fiscal year (as may be revised per mutual agreement), paid quarterly through the Artemis International Discretionary Incentive Compensation Plan (as may be amended from time to time), based upon the Company's achievement of economic performance criteria and Employee's achievement of performance criteria as mutually agreed upon by the Employee and Chief Executive Officer (MBO), if any. For fiscal year 2002, Employee shall be paid a pro-rated incentive bonus for the quarter and based on the date in which Employee begins to perform duties as outlined herein, consistent with the Artemis International Discretionary Incentive Compensation Plan. Notwithstanding the foregoing, for any applicable fiscal year, in the event the budgeted economic performance of the Company is materially altered due to any acquisitions or divestitures by the Company during that fiscal year, the criteria for bonus payout will be adjusted equitably by the Chief Executive Officer to take into account the effect of such acquisitions and/or divestitures.


(c) Options. Subject to Board of Directors approval, the Company shall grant Employee on or as soon as practicable after his promotion to Chief Financial Officer (the "Initial Grant"), options to purchase, in the aggregate, 500,000 shares of common stock of the Company (the "Common Stock"). Additionally, Employer, in its sole discretion, may grant to Employee additional options to purchase shares of Common Stock, consistent with company policy and commensurate with Employee's title. All of Employee's options shall be subject to the terms and conditions of the Company's Stock Option Plan, as may be amended from time to time, and any agreements evidencing such options; provided, however, that any terms provided hereunder this Agreement pertaining to options shall prevail and govern in cases where the Stock Option Plan and/or any other related agreement is silent or any term thereunder conflicts with a term of this Agreement. If, after the Effective Date, the Common Stock is changed by reason of a stock split, reverse stock split, stock dividend or recapitalization, or converted into or exchanged for other securities as a result of a merger, consolidation or reorganization (a "Recapitalization"), the numbers of shares subject to the Initial Grant and any subsequent grants (in each case if not yet granted) shall be adjusted or converted by the same factor or into the same securities as a like number of outstanding shares of Common Stock would have been adjusted as a result of such Recapitalization.


Section 3. Benefits; Expense Reimbursement.


During the term of this Agreement, Employee shall be eligible to participate in any generally available group insurance, accident, sickness and hospitalization insurance, and any other similar employee benefit plans and programs maintained by Employer, subject in each case to the generally applicable terms and conditions of the applicable plan or program. Employee further shall be entitled to reimbursement by Employer for all direct out-of-pocket expenditures made by him on Employer's behalf in the performance of his services under this Employment Agreement, subject to any reasonable record keeping, reporting and other requirements imposed from time to time by Employer. In addition, should Employee relocate from his current home address to a location closer to the Newport Beach office (4041 MacArthur Blvd.) within 12 months from his hire date, Employer agrees to assist Employee with said relocation expenses. If such relocation is to occur, then Employer shall provide Employee with a relocation agreement outlining the logistics of the relocation package.


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Section 4. Term of Agreement


This Agreement shall commence as of the date first above written and shall continue in effect until terminated as provided below.


(a) Termination (other than death or disability of employee). Either party may terminate this Agreement at will, with or without cause at anytime for any reason by giving the other party fifteen (15) days written notice, subject to subsection "(c)" below, providing for "Compensation upon termination."


(b) Death or disability of Employee. If Employee dies, this Agreement shall be deemed terminated as of the date of death. If Employee has become disabled, so as to be unable to perform the essential functions of his job with or without a reasonable accommodation, the Employer may terminate this Agreement upon thirty (30) days written notice to Employee.


(c) Compensation upon termination. If this Agreement is terminated, the following compensation shall be paid to Employee as his sole and exclusive remedy against Employer, and Employee shall not be entitled to any other salary, compensation, bonus or monies of any kind.


(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) to his continued Base Salary for a period of nine months at the rate in effect on the date of Employee's termination, with said payments to coincide with Employer's regularly scheduled payroll, (B) to an incentive bonus payment pro-rated for the quarter in which any such termination shall take effect based on said termination date, consistent with the Artemis International Discretionary Incentive Compensation Plan, to be computed at the one-hundred percent (100%) level of payout under the Plan, and to be paid out within ten (10) days after termination; and (C) to vest immediately any options to purchase Common Stock granted hereunder, with all such options to be exercisable by the Employee for their full remaining term; provided , however , ...