Vice President, Business Development Employment Agreement

Exhibit 10.42


EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT, dated as of January 30, 2000 (the "Employment Agreement"), by and between PeopleMover, Inc. ("PeopleMover" or the "Employer") and Patrick S. Moore (the "Employee").


WHEREAS, Opus360 Corporation ("Opus360"), Opus PM Acquisition Corp. ("Opus PM"), PeopleMover and the other parties signatories thereto have entered into an Agreement and Plan of Merger, dated as of January 30, 2000 (the "Merger Agreement"), pursuant to which Opus360 is purchasing all of the outstanding shares of common stock, par value $0.001 per share ("PeopleMover Common Stock") of PeopleMover by means of a statutory merger (the "Merger") of Opus PM with and into PeopleMover with PeopleMover remaining as the surviving corporation (the "Surviving Corporation");


WHEREAS, the execution, delivery and performance of this Employment Agreement by Employee is an express condition to the Merger Agreement and a material inducement to Opus360 and Opus PM to enter into the Merger Agreement;


WHEREAS, the execution, delivery and performance of Employee's Confidentiality and Non-Competition Agreement dated as of January 30, 2000 by Employee is an express condition to the Merger Agreement and to Employee's Employment Agreement and a material inducement to Opus360 and Opus PM to enter into the Merger Agreement and Employee's Employment Agreement; and


WHEREAS, it is the desire of Employer and Employee that Employee be employed as Vice President, Business Development for the Applications and Procurement Services Group.


NOW THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the parties hereto agree as follows:


1. Duties; Term.


Employer agrees to employ Employee, and Employee agrees to be so employed, as Vice President, Business Development for the Applications and Procurement Services Group, or such other title as may be given to Employee from time to time, reporting directly to the Senior Vice President, Application and Procurement Services Group for Employer and indirectly to the Executive Vice President, Business Development for Opus360. This Employment Agreement shall commence on the Closing Date (as defined in the Merger Agreement), and shall expire on the third anniversary of such Closing Date, unless sooner terminated in accordance with Section 4 hereof (the "Term"). On the third anniversary of the Closing Date and on each subsequent anniversary thereof, the Term shall be extended for one (1) additional year, unless, no later than sixty (60) days before such anniversary, either party shall have given notice to the other that it does not wish to extend the Term of this Employment Agreement. Without limiting the foregoing, Employee shall be responsible for providing such duties as may be assigned by Employee's supervisor and as are appropriate to Employee's position. 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) with the prior approval of Employer, serve on boards of corporations or business enterprises so long as such Board activities do not interfere with Employee's performance of his obligations under this Agreement.


2. Compensation.


(a) Salary. During each year of the Term, Employer shall pay to Employee a salary of $125,000.00 per annum, less all applicable federal, state and local withholding taxes payable in accordance with Employer's standard payroll policies (the "Annual Salary"). The Annual Salary shall be reviewed at least annually during the Term, and may be increased in the sole discretion of Employer.


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(b) Options. Pursuant to Sections 2.3 and 5.14 of the Merger Agreement, any PeopleMover Options (as defined in the Merger Agreement) granted prior to the Effective Time (as defined in the Merger Agreement) shall be exchanged for options ("Adjusted Options") to purchase a number of shares of common stock of Opus360. Employee acknowledges and agrees that the additional 275,000 PeopleMover Options granted to Employee in the period between the execution of the Merger Agreement and the Effective Time have been granted to Employee by PeopleMover. Adjusted Options shall be governed by the PeopleMover Stock Option Plan. For purposes of the vesting of Adjusted Options, the original date of grant and the original vesting schedule shall govern the terms of such Adjusted Options. During the Term, Employer, in its sole discretion, may grant additional options to purchase common stock of Opus360 to Employee ("Opus360 Options" and collectively with the Adjusted Options, the "Options"). All of Employee's Opus360 Options shall be subject to the terms and conditions of the Opus360 Stock Option Plan, as may be amended from time to time, and any agreements evidencing such Opus360 Options.


(c) Waiver. Employee hereby waives, releases and forever discharges any and all rights to any accelerated vesting and/or exercisability of any equity-based awards previously granted by PeopleMover, severance payments, and/or any other payments or sums which may otherwise have been owed to Employee in connection with any change in control of PeopleMover, including, without limitation, the offer letter from PeopleMover dated July 27, 1999.


3. Benefits; Expense Reimbursement.


During the Term, Employee shall be eligible to participate in any generally available group insurance, accident, sickness and hospitalization insurance, and any other employee benefit plans and compensation 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 recordkeeping, reporting and other requirements imposed from time to time by Employer. During each year of the Term, Employee shall be entitled to the greater of two (2) weeks of vacation, or the vacation benefit afforded to similarly situated employees of the Employer, including, without limitation, giving credit tenure for PeopleMover.


4. Employment Termination.


(a) Termination by Employer for Cause. Notwithstanding anything to the contrary herein contained, Employer may terminate immediately the employment of Employee without notice and without pay in lieu of notice:


(i) if Employee commits an act of theft, fraud or material dishonesty or misconduct involving the property or affairs of Employer or the carrying out of Employee's duties;


(ii) if Employee commits a material breach or material non-observance of any of the terms or conditions of this Employment Agreement; PROVIDED, HOWEVER, that, if such breach or non-observance is capable of cure, Employee is given written notice identifying any such breach or non-observance with particularity and (A) fails to remedy the same within ten (10) days of receipt of such notice, or (B) fails to commence such cure within such ten (10) day period and to continue to effect such cure thereafter provided that any cure period lasting longer than ten (10) days shall only apply if such breach or non-observance is capable of cure within a reasonable time of such notice;


(iii) if Employee is convicted of a felony;


(iv) if Employee refuses or fails to follow any lawful directive related to the Employer's business issued by Employer's Board of Directors or the person to whom the Employee reports; PROVIDED, HOWEVER, that, if such refusal or failure is capable of cure, Employee is given written notice identifying an ...