{"id":39287,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-international-inc-purchase-pro-and-scott.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-international-inc-purchase-pro-and-scott","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-international-inc-purchase-pro-and-scott.html","title":{"rendered":"Employment Agreement International Inc. &#8211; Purchase Pro and Scott H. Miller"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n                             --------------------\nI.   Employment and Duties\n     ---------------------\n\nPurchase Pro hereby employs, engages and hires Employee as Controller to perform\nall the duties of the Controller. Employee hereby accepts and agrees to such\nemployment, engagement and hiring, subject to the general supervision and\npursuant to the orders, advice and direction of the Board of Directors, Chief\nExecutive Officer, President and\/or Chief Financial Officer of Purchase Pro. It\nis expressly understood that Purchase Pro intends to promote Employee to the\nposition of Chief Financial Officer at, or near, the time that Purchase Pro\ncompletes its Initial Public Offering, or at the time the current Chief\nFinancial Officer leaves his employment with Purchase Pro, if earlier than the\nInitial Public Offering. This intention to promote Employee to Chief Financial\nOfficer is subject to the Employee's performance as Controller and does not\nimply a guarantee of a promotion.\n\nEmployee agrees that he will at all times faithfully, industriously, and to the\nbest of his ability, and talents, perform all of the duties that may be required\nof and from him pursuant to the express and implicit terms hereof, to the\nreasonable satisfaction of the Board of Directors, Chief Executive Officer,\nPresident and\/or Chief Financial Officer of Purchase Pro. Such services shall be\nrendered in Las Vegas, Nevada, and at such other place or places as Purchase Pro\nshall in good faith require or as the interest, needs, business, or opportunity\nof employer shall require. Employee shall devote all of his time, attention,\nknowledge, and skills solely to the business and interests of Purchase Pro, and\nPurchase Pro shall be entitled to all of the benefits, profits or other issues\narising from or incident to all work, services, and advise of Employee.\n\nII.  Compensation and Fringe Benefits\n     --------------------------------\n\nPurchase Pro shall pay Employee, and Employee shall accept from Purchase Pro, as\npayment for Employee's services hereunder, compensation at the initial rate of\nOne Hundred Thousand Dollars ($100,000) per annum, subject to periodic increases\nthereafter, pursuant to the recommendation of the Board of Directors, Chief\nExecutive Officer, President or Chief Financial Officer. Such compensation shall\nbe paid in accordance with the normal payroll periods of Purchase Pro. At the\ntime the Employee is promoted to Chief Financial Officer, as contemplated in\nSection 1, Purchase Pro and the Employee will renegotiate the salary and other\npertinent terms of this agreement.\n\nPurchase Pro shall initially grant to Employee options to purchase twenty\nthousand (20,000) shares of Purchase Pro common stock at a price of $2.50 per\nshare with exercise rights on the same terms and conditions as other key\nemployees. Purchase Pro has the right to grant additional shares to the Employee\nat its discretion.\n\nEmployee shall be entitled to an annual bonus at the discretion of the Board of\nDirectors, Chief Executive Officer, President and Chief Financial Officer. It is\nexpressly understood that Purchase Pro intends to grant to Employee a special\nbonus at the completion of its Initial Public Offering, in an amount to be\ndetermined by the Board of Directors, Chief Executive Officer, President and\nChief Financial Officer.\n\nEmployee shall be entitled to participate with other employees of Purchase Pro\nin Purchase Pro's medical and dental coverage plan provided under the Purchase\nPro Health Care Plan (the 'Plan'). Purchase Pro agrees to pay for Employee and\nhis dependents cost to participate in the Plan.\n\nEmployee shall be entitled to a paid annual vacation of two (2) weeks. Without\nPurchase Pro's consent, vacation time may not be accumulated but must be taken\nin the year earned. Employee's vacation will be scheduled at those times\nconvenient to Purchase Pro's business as\n\n \ndetermined by the Board of Directors, Chief Executive Officer, President or\nChief Financial Officer.\n\nEmployee shall be entitled to holidays and reasonable sick leave as provide for\nin the Purchase Pro Employee Handbook.\n\nIII. Professional Organizations\n     --------------------------\n\nEmployee shall be allowed sufficient time each year to attend professional\nmeetings, seminars and continuing education courses subject to the\nrecommendation of the Board of Directors, Chief Executive Officer, President or\nChief Financial Officer: provided that attendance at such meetings, seminars or\ncontinuing professional education courses shall be planned for minimum\ninterference with the business of Purchase Pro. Purchase Pro shall pay on behalf\nof Employee, or reimburse Employee, the costs and expenses of maintaining his\nCertified Public Accountant's license and membership in the following\nprofessional organizations: (i) American Institute of Certified Public\nAccountants ('AICPA'), and (ii) state sponsored societies of certified public\naccountants. If, at a future date, Purchase Pro determines that the Employee\nshall obtain and maintain membership in additional professional organizations,\nthen Purchase Pro shall pay on behalf of, or reimburse Employee for, those\nmembership costs. Purchase Pro shall pay on behalf of, or reimburse Employee,\nthe costs of maintaining his continuing professional education requirements of\nthe AICPA and state-sponsored societies, including costs of enrollment\/tuition,\ntravel to and from such courses, hotel costs, and other reasonable costs.\nMinimum requirements are 80 hours in the first year and 40 hours per year\nthereafter.\n\nIV.  Confidential Information\n     ------------------------           \n\nEmployee agrees that during his employment, he will not disclose any information\nor data concerning the business or clients of Purchase Pro, disclosed to or\nacquired by him in confidence at any time during the period of his employment.\n\nEmployee shall not at anytime or in any manner, either directly or indirectly,\ndivulge, disclose or communicate to any person, firm or corporation in any\nmanner whatsoever any information concerning any matters affecting or relating\nto the business of Purchase Pro, including without limiting the generality of\nthe foregoing, any of its clients. Its manner of operation, its plans, process,\nor other data without regard to whether all of the foregoing matters will be\ndeemed confidential, material, or important, the parties hereto stipulating that\nas between them, the same are important, material, and confidential and gravely\naffect the effective and successful conduct of the business of Purchase Pro, and\nPurchase Pro's goodwill, and that any breach of the terms of this paragraph\nshall be a material breach of this agreement.\n\nEmployee further agrees that these terms shall remain in full force and effect\nafter the termination of Employee's employment for any reason, and employee\nshall not make or permit the making of public or private announcement or\nstatement of any kind with respect to same.\n\nV.   Termination\n     -----------\n\nThis agreement may be terminated by either party on five (5) days written notice\nto the other. In the event of any violation by Employee of any terms of this\nagreement, Purchase Pro thereon may terminate employment without notice and with\npay only to the date of such termination. This agreement will terminate\nimmediately if Employee fails or refuses to diligently perform the duties of his\nemployment and the provisions of this agreement, and upon the death of Employee.\n\nIt is definitely understood and agreed that the Board of Directors, Chief\nExecutive Officer, President and Chief Financial Officer will be the judges as\nto the efficiency with which Employee carries on his work, and Purchase Pro\nreserves the right, at any time to remove Employee, without prejudice, and\nwithout the right of recovery of damages to Employee.\n\n \nIf Purchase Pro terminates the employment of the Employee without good cause,\nthen Purchase Pro and the Employee shall negotiate a severance package at that\ntime, and such severance package shall at a minimum consist of three (3) months'\ncompensation, at the then current compensation amount, and continue payment of\nmedical and dental coverage for the Employee and his dependents for a minimum of\nthree (3) months.\n\nVI.  Modification of Agreement\n     ------------------------- \n\nNo waiver or modification of this agreement or any covenant, condition, or\nlimitation herein contained shall be valid unless in writing and duly executed\nby both parties, and no evidence of any waiver or modification shall be offered\nor received into evidence at any proceeding, arbitration, or litigation between\nthe parties hereto arising out of or affecting this agreement, or the rights or\nobligations of the parties hereunder, unless such waiver or modification is in\nwriting, duly executed as aforesaid, and the parties further agree that the\nprovisions of this section may not be waived except as herein set forth.\n\nVII. Choice of Law\n     -------------\n\nThis agreement shall be governed by the laws of the State of Nevada.\n\n\nAgree to:\n\n\nBy:  \/s\/ Charles E. Johnson, Jr.               10\/5\/98\n    --------------------------------         ------------------\n    Charles E. Johnson, Jr.                  Date \n    Chief Executive Officer\n    Purchase Pro International, Inc.\n\n\nBy:  \/s\/ Scott H. Miller                       10\/5\/98\n    --------------------------------         ------------------- \n    Scott H. Miller                          Date\n    Controller\n    Purchase Pro International, Inc.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-39287","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-purchaseprocom-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39287","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39287"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39287"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39287"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39287"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}