Cto Employment Agreement

Exhibit 10.5


AMENDMENT AND WAIVER


Amendment and Waiver dated as of July 7, 2005 (hereinafter " Agreement" or " Amendment and Waiver" ) between Analysts International Corporation, a Minnesota corporation, (hereinafter " the Company" ), and Praba Manivasager (hereinafter " Executive" ).


WHEREAS, Executive is employed as Director of Development and Operations - New Equities of the Company pursuant to the terms of an Employment Agreement dated as of November 21, 2003 (hereinafter " Employment Agreement" ); and


WHEREAS, Executive, as part of his employment with the Company, has executed an Agreement (hereinafter " Change in Control Agreement" ) providing for certain payments and benefits under certain circumstances subsequent to a " Change in Control" as that term is defined therein; and


WHEREAS, Paragraph 2 of the Change in Control Agreement further provides, in part, that Executive may terminate his employment for any reason during a one-month period beginning on the first day of the eleventh month following a Change in Control (hereinafter " Eleventh Month Right to Terminate" ) following a Change in Control and/or for " Good Reason" during the thirty-six month period following a Change in Control and receive, among other things, a cash payment (hereinafter the " Change in Control Payment" ) equal to 2.99 times his " Eligible Earnings," as that term is defined therein; and


WHEREAS, the Company has entered into an Agreement and Plan of Merger (hereinafter " Merger Agreement" ), dated as of April 12, 2005, with Computer Horizons Corp. (hereinafter " CHC" ) and JV Merger Corp., a wholly-owned subsidiary of CHC; and


WHEREAS, pursuant to the Merger Agreement, the Company will be merged with and into JV Merger Corp. and will become a wholly-owned subsidiary of CHC (the " Merger" ); and


WHEREAS , the Merger contemplated by the Merger Agreement constitutes a Change in Control as defined in the Change in Control Agreement; and


WHEREAS, the Company and CHC have agreed and Executive has agreed in principle that, effective with the consummation of the Merger Executive will be employed by CHC or the Company as Director of Development and Operations - New Equities without reduction in Executive' s current gross base salary; and


WHEREAS, Executive and the Company have agreed that in exchange for the consideration set forth here in, Executive will forego and waive certain rights to receive the Change in Control Payment and other payments, rights and benefits under the Change in Control Agreement as further detailed herein; and


NOW, THEREFORE, in consideration of the foregoing, the agreements set forth below and other good and valuable consideration, the parties hereto, intending to be legally bound, agree as follows:


1. Waivers . In consideration of the benefits to be conferred on Executive pursuant to Section 3 below, Executive hereby agrees to the waivers set forth in th is Section 1.


a. Waiver of Eleventh Month Right to Terminate . Executive hereby expressly waives his Eleventh Month Right to Te ...