Employment Agreement International Inc. - Purchase Pro and Scott H. Miller
I. Employment and Duties
Purchase Pro hereby employs, engages and hires Employee as Controller to perform
all the duties of the Controller. Employee hereby accepts and agrees to such
employment, engagement and hiring, subject to the general supervision and
pursuant to the orders, advice and direction of the Board of Directors, Chief
Executive Officer, President and/or Chief Financial Officer of Purchase Pro. It
is expressly understood that Purchase Pro intends to promote Employee to the
position of Chief Financial Officer at, or near, the time that Purchase Pro
completes its Initial Public Offering, or at the time the current Chief
Financial Officer leaves his employment with Purchase Pro, if earlier than the
Initial Public Offering. This intention to promote Employee to Chief Financial
Officer is subject to the Employee's performance as Controller and does not
imply a guarantee of a promotion.
Employee agrees that he will at all times faithfully, industriously, and to the
best of his ability, and talents, perform all of the duties that may be required
of and from him pursuant to the express and implicit terms hereof, to the
reasonable satisfaction of the Board of Directors, Chief Executive Officer,
President and/or Chief Financial Officer of Purchase Pro. Such services shall be
rendered in Las Vegas, Nevada, and at such other place or places as Purchase Pro
shall in good faith require or as the interest, needs, business, or opportunity
of employer shall require. Employee shall devote all of his time, attention,
knowledge, and skills solely to the business and interests of Purchase Pro, and
Purchase Pro shall be entitled to all of the benefits, profits or other issues
arising from or incident to all work, services, and advise of Employee.
II. Compensation and Fringe Benefits
Purchase Pro shall pay Employee, and Employee shall accept from Purchase Pro, as
payment for Employee's services hereunder, compensation at the initial rate of
One Hundred Thousand Dollars ($100,000) per annum, subject to periodic increases
thereafter, pursuant to the recommendation of the Board of Directors, Chief
Executive Officer, President or Chief Financial Officer. Such compensation shall
be paid in accordance with the normal payroll periods of Purchase Pro. At the
time the Employee is promoted to Chief Financial Officer, as contemplated in
Section 1, Purchase Pro and the Employee will renegotiate the salary and other
pertinent terms of this agreement.
Purchase Pro shall initially grant to Employee options to purchase twenty
thousand (20,000) shares of Purchase Pro common stock at a price of $2.50 per
share with exercise rights on the same terms and conditions as other key
employees. Purchase Pro has the right to grant additional shares to the Employee
at its discretion.
Employee shall be entitled to an annual bonus at the discretion of the Board of
Directors, Chief Executive Officer, President and Chief Financial Officer. It is
expressly understood that Purchase Pro intends to grant to Employee a special
bonus at the completion of its Initial Public Offering, in an amount to be
determined by the Board of Directors, Chief Executive Officer, President and
Chief Financial Officer.
Employee shall be entitled to participate with other employees of Purchase Pro
in Purchase Pro's medical and dental coverage plan provided under the Purchase
Pro Health Care Plan (the 'Plan'). Purchase Pro agrees to pay for Employee and
his dependents cost to participate in the Plan.
Employee shall be entitled to a paid annual vacation of two (2) weeks. Without
Purchase Pro's consent, vacation time may not be accumulated but must be taken
in the year earned. Employee's vacation will be scheduled at those times
convenient to Purchase Pro's business as
determined by the Board of Directors, Chief Executive Officer, President or
Chief Financial Officer.
Employee shall be entitled to holidays and reasonable sick leave as provide for
in the Purchase Pro Employee Handbook.
III. Professional Organizations
Employee shall be allowed sufficient time each year to attend professional
meetings, seminars and continuing education courses subject to the
recommendation of the Board of Directors, Chief Executive Officer, President or
Chief Financial Officer: provided that attendance at such meetings, seminars or
continuing professional education courses shall be planned for minimum
interference with the business of Purchase Pro. Purchase Pro shall pay on behalf
of Employee, or reimburse Employee, the costs and expenses of maintaining his
Certified Public Accountant's license and membership in the following
professional organizations: (i) American Institute of Certified Public
Accountants ('AICPA'), and (ii) state sponsored societies of certified public
accountants. If, at a future date, Purchase Pro determines that the Employee
shall obtain and maintain membership in additional professional organizations,
then Purchase Pro shall pay on behalf of, or reimburse Employee for, those
membership costs. Purchase Pro shall pay on behalf of, or reimburse Employee,
the costs of maintaining his continuing professional education requirements of
the AICPA and state-sponsored societies, including costs of enrollment/tuition,
travel to and from such courses, hotel costs, and other reasonable costs.
Minimum requirements are 80 hours in the first year and 40 hours per year
IV. Confidential Information
Employee agrees that during his employment, he will not disclose any information
or data concerning the business or clients of Purchase Pro, disclosed to or
acquired by him in confidence at any time during the period of his employment.
Employee shall not at anytime or in any manner, either directly or indirectly,
divulge, disclose or communicate to any person, firm or corporation in any
manner whatsoever any information concerning any matters affecting or relating
to the business of Purchase Pro, including without limiting the generality of
the foregoing, any of its clients. Its manner of operation, its plans, process,
or other data without regard to whether all of the foregoing matters will be
deemed confidential, material, or important, the parties hereto stipulating that
as between them, the same are important, material, and confidential and gravely
affect the effective and successful conduct of the business of Purchase Pro, and
Purchase Pro's goodwill, and that any breach of the terms of this paragraph
shall be a material breach of this agreement.
Employee further agrees that these terms shall remain in full force and effect
after the termination of Employee's employment for any reason, and employee
shall not make or permit the making of public or private announcement or
statement of any kind with respect to same.
This agreement may be terminated by either party on five (5) days written notice
to the other. In the event of any violation by Employee of any terms of this
agreement, Purchase Pro thereon may terminate employment without notice and with
pay only to the date of such termination. This agreement will terminate
immediately if Employee fails or refuses to diligently perform the duties of his
employment and the provisions of this agreement, and upon the death of Employee.
It is definitely understood and agreed that the Board of Directors, Chief
Executive Officer, President and Chief Financial Officer will be the judges as
to the efficiency with which Employee carries on his work, and Purchase Pro
reserves the right, at any time to remove Employee, without prejudice, and
without the right of recovery of damages to Employee.
If Purchase Pro terminates the employment of the Employee without good cause,
then Purchase Pro and the Employee shall negotiate a severance package at that
time, and such severance package shall at a minimum consist of three (3) months'
compensation, at the then current compensation amount, and continue payment of
medical and dental coverage for the Employee and his dependents for a minimum of
three (3) months.
VI. Modification of Agreement
No waiver or modification of this agreement or any covenant, condition, or
limitation herein contained shall be valid unless in writing and duly executed
by both parties, and no evidence of any waiver or modification shall be offered
or received into evidence at any proceeding, arbitration, or litigation between
the parties hereto arising out of or affecting this agreement, or the rights or
obligations of the parties hereunder, unless such waiver or modification is in
writing, duly executed as aforesaid, and the parties further agree that the
provisions of this section may not be waived except as herein set forth.
VII. Choice of Law
This agreement shall be governed by the laws of the State of Nevada.
By: /s/ Charles E. Johnson, Jr. 10/5/98
Charles E. Johnson, Jr. Date
Chief Executive Officer
Purchase Pro International, Inc.
By: /s/ Scott H. Miller 10/5/98
Scott H. Miller Date
Purchase Pro International, Inc.