Vice President of Human Resources Employment Agreement

EMPLOYMENT AGREEMENT


Predictive Systems, Inc.
145 Hudson Street
New York, NY 10013
January 11, 1999


Kevin Holt 119 Retford Cranford, NJ 07016


Dear Kevin:


We are pleased to offer you the position of Vice President of Human Resources reporting to Ron Pettengill, Chairman & CEO and Robert Belau, President. This letter, if accepted, sets forth the terms of your employment with Predictive Systems, Inc. (the "Company") and, if you accept this offer, it would take effect as of your hiring date. The terms of your employment would be as follows:


COMPENSATION AND BENEFITS


You would receive an annual base salary of $130,000 less all applicable deductions, and would be eligible to participate in the Company's bonus plan under the terms set forth in your Bonus memo (see attached). In addition, you would participate in all of the Company's employee benefit programs for which you are eligible under the terms and conditions of the applicable plans and/or policies.


TERM OF EMPLOYMENT


You agree to remain employed for a period of two (2) years after your date of hire. Nevertheless, the Company may terminate your employment at any time for any reason, with or without cause, by giving you written notice of such termination.


If the Company terminates your employment "Without Cause" or if you resign your employment for "Good Cause" prior to two (2) years after your date of hire, then the Company will continue your base salary as a severance payment until the earlier of (A) six (6) months after the date of the termination of your employment, or (B) the date you begin employment with another employer. You will notify the Company in writing within ten days of your acceptance of any new employment. The severance set forth herein will be in lieu of any entitlement you may have to notice of termination, pay in lieu of notice of termination, or any other severance payment from any other source. All benefits and future stock and option vesting would terminate as of the date of termination of your employment. You would, of course, be paid your salary through your date of termination and for the value of all unused vacation earned


through that date and be allowed to continue your medical coverage at your own expense to the extent provided for by COBRA, but you would not be entitled to any additional payments or benefits except as set forth herein. You would be allowed to exercise your vested options during the time period set forth in and in accordance with your option agreement and the Predictive Systems Option Plan.


If you were to resign "Without Good Cause" or your employment were to be terminated for "Cause" within two (2) years after your date of hire, then you would be paid all salary and benefits, as well as for the value of your unused vacation through the date of termination of your employment, but nothing else. A termination for "Cause" shall mean a termination for any of the following reasons: (i) your failure to perform the duties of your position after receipt of a written warning; (ii) engaging in misconduct; (iii) being convicted of a crime; (iv) committing an act of fraud against, or the misappropriation of property belonging to, the Company; or (v) material breach of this agreement or any confidentiality or proprietary information agreement between you and the Company. The Company will provide written notice of the reason for termination in the case of any termination for "Cause." A termination for any other reason shall be a termination "Without Cause." A resignation for "Good Cause" will occur if you resign your employment within thirty (30) days after the occurrence of any of the following events: (1) any reduction in your base salary as specified herein, unless such reduction is pursuant to a change in the Company's compensation policies generally; (2) a requirement by the Company that you relocate to an office more than a fifty (50) mile radius from your current office; or (3) a material reduction in the job duties assigned to you upon your date of hire; provided, however, you must specify in reasonable detail the basis for such resignation for "Good Cause" and give the Company at least twenty (20) business days in which to correct the circumstances prompting the resignation for "Good Cause." A resignation by you in any other circumstances will be considered a resignation "Without Good Cause."


If your employment with the Company were to continue after two (2) years beyond your date of hire, then your employment would continue to be on an "at-will" basis. This means that either you or the Company could terminate your employment at any time for any reason with or without cause and without the obligation to pay you, or your right to, any severance payment except as may be provided at such time under the Company's employee benefit plans for which you are eligible.


YOUR POSITION


You will initially have the title of Vice President of Human Resources reporting to Ron Pettengill, Chairman & CEO and Robert Belau, President. You will have whatever reasonable duties are assigned to you consistent with your title and position. The Company may change your title and duties as it sees fit although such change may constitute "Good Cause" for your resignation.
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