EXECUTIVE EMPLOYMENT AGREEMENT
This AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT ("Amendment") is entered
into effective June 28, 2001 by and between PurchasePro.com, Inc., a Nevada
corporation (the "Company"), and Allen R. Winder ("Executive").
WHEREAS, the Company and Executive are parties to that certain Executive
Employment Agreement dated March 6, 2001 ("Agreement");
WHEREAS, the Company and Executive desire to amend the Agreement solely for
the purpose of amending certain provisions relating to Executive's title,
supervision, and cash compensation;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Amendment, the Company and Executive hereby amend the
Agreement as follows:
1. Section II.A. of the Agreement is hereby amended and restated to read as
Executive shall be employed by the Company in the position of Executive
Vice President and Chief Operating Officer, and shall be given
responsibilities commensurate with his position, which responsibilities may
change as business needs and market conditions change from time to time.
2. Section II.B. of the Agreement is hereby amended and restated to read as
During the Employment Period, Executive shall devote his full business
time, best efforts, abilities, energies and skills to the good faith
performance of his duties and responsibilities hereunder, and shall perform
said duties and responsibilities at all reasonable times and places in
accordance with reasonable directions and requests made by the Chief
Executive Officer or President consistent with Executive's position and the
Company's business needs. During the Employment Period, except with respect
to Executive's current investment activity as disclosed to the Company
prior to the date hereof, Executive shall not engage in any other
employment, business, or business related activity unless Executive
receives the Company's prior written approval from the Chief Executive
Officer or President to hold such outside employment or engage in such
business or activity, which written approval shall not be unreasonably
withheld if such outside employment, business or activity would not in any
way be competitive with the business or proposed business of the Company or
otherwise conflict with or adversely affect in any way Executive's
performance under this Agreement.
3. Section III.A. of the Agreement is hereby amended and restated to read as
Executive shall be paid a base salary at a rate of $300,000.00 per annum,
together with an automobile allowance of $1,000 per month, and a mobile or
cellular phone allowance of up to $300 per month. Such rates shall be
subject to review and change by the Company, in its discretion from time to
time, generally on an annual basis. Executive's base salary shall be paid
at periodic intervals in accordance with the Company's payroll practices
for salaried employees.
4. Any and all references in the Agreement to Executive's "supervisor" or
"direct supervisor" shall be deemed to mean the Company's Chief Executive
Officer or President.
5. Except as amended hereby, the Agreement shall remain unaffected, in full
force and effect, and enforceable against each party in accordance with the
IN WITNESS WHEREOF, the parties acknowledge that they have read, understood and
have executed this Amendment below and agree to be bound by its terms.
Dated: ___________________________ PurchasePro.com, Inc.
Allen R. Winder