NOTICE OF STOCK OPTION GRANT
UNDER THE 1999 STOCK PLAN
OF PURCHASEPRO.COM, INC.
You have been granted the following option to purchase Common Stock of
PurchasePro.Com, Inc. (the "Company") under the 1999 Stock Plan of
PurchasePro.com, Inc. (the "Plan"):
Name of Optionee: Richard Clemmer
Total Number of Option Shares Granted: 300,000
Type of Option: Nonstatutory Stock Option
Exercise Price Per Share: $2.53
Grant Date: May 15, 2001
By your signature and the signature of the Company's representative below,
you and the Company agree that this option is granted under and governed by the
term and conditions of the Plan and this Stock Option Agreement, both of which
are attached to and made a part of this document.
OPTIONEE: PURCHASEPRO.COM, INC.
Richard L. Clemmer
STOCK OPTION AGREEMENT
FOR THE 1999 STOCK PLAN
OF PURCHASEPRO.COM, INC.
TAX TREATMENT This option does not qualify as an incentive stock
option under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code")and will therefore
receive tax treatment as a nonqualified stock option (an
VESTING The shares covered by your option will vest and become
exercisable as follows: 250,000 shares are immediately
vested and exercisable and 50,000 shares shall vest on
November 15, 2001. Notwithstanding the foregoing, the
shares covered by this option will immediately become
fully vested and exercisable upon the occurrence of any
Involuntary Termination, as defined in that certain
Executive Employment Agreement, dated June ______, 2001,
between you and the Company (the "Employment
Agreement"), of your employment with the Company.
TERM Except as otherwise provided below, your option expires
on the tenth anniversary of the Grant Date.
TERMINATION FOR If your employment is terminated in any manner other
CAUSE than an Involuntary Termination, then this option will
expire 90 days after the effective date of your
termination of employment.
Other Terminations If your employment is terminated as a result of an
Involuntary Termination, then this option will expire at
the close of business at Company headquarters on the
date 12 months after the effective date of your
termination of employment.
LEAVES OF ABSENCE For purposes of this option, your service does not
terminate when you go on a military leave, a sick leave
or another bona fide leave of absence, if the leave was
approved by the Company in writing and if continued
crediting of service is required by the terms of the
leave or by applicable law. But your service terminates
when the approved leave ends, unless you immediately
return to active work.
RESTRICTIONS The Company will not permit you to exercise this option
ON EXERCISE if the issuance of shares at that time would violate any
law or regulation.
NOTICE OF EXERCISE When you wish to exercise this option you must notify
the Company by completing the attached "Notice of
Exercise of Stock Option" form and filing it with the
Human Resources Department of the Company. The notice
will be effective when the Company receives it. If
someone else wants to exercise this option after your
death, that person must prove to the Company's
satisfaction that he or she is entitled to do so.
FORM OF PAYMENT When you submit your notice of exercise, you must
include payment of the option exercise price for the
shares you are purchasing. You may purchase the shares
in any of the following forms:
o Personal check, a cashier's check or a money order.
o Shares of Company stock which have been owned by you
or your representative for more than 12 months and
which are surrendered to the Company in good form for
o By delivering on a form approved by the Committee of
an irrevocable direction to a securities broker
approved by the Company to sell all or part of your
option shares and to deliver to the Company from the
sale proceeds in an amount sufficient to pay the
option exercise price and any withholding taxes. The
balance of the sale proceeds, if any, will be
delivered to you.
WITHHOLDING TAXES You will not be allowed to exercise this option unless
AND STOCK you make arrangements acceptable to the Company to pay
WITHHOLDING any withholding taxes that may be due as a result of
the option exercise. These arrangements may include
withholding shares of Company stock that otherwise would
be issued to you when you exercise this option. The
value of these shares, determined as of the effective
date of the option exercise, will be applied to the
RESTRICTIONS ON By signing this Agreement, you agree not to sell any
RESALE option shares at a time when applicable laws, Company
policies or an agreement between the Company and its
underwriters prohibit a sale. This restriction will
apply as long as you are an employee, consultant or
director of the Company or a subsidiary of the Company.
TRANSFER OF OPTION Prior to your death, only you can exercise this option.
You cannot transfer or assign this option. For
instance, you may not sell this option or use it as
security for a loan. If you attempt to do any of these
things, this option will immediately become invalid.
You may in any event dispose of this option in your
will. Regardless of any marital property settlement
agreement, the Company is not obligated to honor a
notice of exercise from your former spouse, nor is the
Company obligated to recognize your former spouse's
interest in your option in any other way.
RETENTION RIGHTS Neither your option nor this Agreement gives you the
right to be retained by the Company or a subsidiary of
the Company in any capacity. The Company and its
subsidiaries reserve the right to terminate your service
at any time, with or without cause.
STOCKHOLDER RIGHTS You, or your estate or heirs, have no rights as a
stockholder of the Company until you have exercised this
option by giving the required notice to the Company and
paying the exercise price. No adjustments are made for
dividends or other rights if the applicable record date
occurs before you exercise this option, except as
described in the Plan.
ADJUSTMENTS In the event of a stock split, a stock dividend or a
similar change in Company stock, the number of shares
covered by this option and the exercise price per share
may be adjusted pursuant to the Plan.
APPLICABLE LAW This Agreement will be interpreted and enforced under
the laws of the State of Nevada (without regard to their
THE PLAN AND OTHER The text of the Plan is incorporated in this Agreement
AGREEMENTS by reference. This Agreement and the Plan constitute the
entire understanding between you and the Company
regarding this option. Any prior agreements, commitments
or negotiations concerning this option are superseded.
Only another written agreement, signed by both parties
may amend this Agreement.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT,
YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED ABOVE AND IN THE PLAN.
1999 STOCK PLAN OF PURCHASEPRO.COM, INC.
NOTICE OF EXERCISE OF STOCK OPTION
Name: _________________________________ Social Security Number:_____________
Address: _________________________________ Phone Number (Work): _____________
_________________________________ Phone Number (Home): _____________
Date of Grant: __________________________ Type of Option: ___ Nonstatutory
Exercise Price per Share: $______________ ___ Incentive
Total Number of Shares of Common Stock of PurchasePro.com, Inc. (the "Company")
covered by option: _____________ Shares
Number of shares of Common Stock of the Company for which option is being
exercised now: ______________ Shares (These shares are referred to below as the
Total Exercise Price for the Purchased Shares: $ ___________
Form of payment enclosed (Check all that apply):
___ Check for $________ made payable ___ Certificate(s) for ________shares of
to "PurchasePro.com, Inc." the Common Stock of the Company that
I have owned for at least twelve
months or have purchased in the open
market. (These shares will be valued
as of the effective date of Option
Name(s) in which the Purchased Shares should be registered [YOU MUST CHECK ONE]:
___ In my name only
___ In the names of my spouse and My spouse's name(if applicable)
myself as community property
___ In the names of my spouse and __________________________________
myself as joint tenants with
right of survivorship
The certificate for the Purchased Shares should be sent to the following
1. I understand that all sales of Purchased Shares are subject to compliance
with the Company's policy on securities trades.
2. In the case of a nonstatutory option, I understand that I must recognize
ordinary income equal to the spread between the fair market value of the
stock on the date of exercise and the exercise price. I further understand
that I am required to pay withholding taxes at the time of exercising a
3. I hereby acknowledge that I received and read a copy of the prospectus
describing the Company's 1999 Stock Incentive Plan and the tax consequences
of an exercise.