{"id":39486,"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-purchasepro-com-inc-and-christopher-p.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-purchasepro-com-inc-and-christopher-p","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-purchasepro-com-inc-and-christopher-p.html","title":{"rendered":"Employment Agreement &#8211; PurchasePro.com Inc. and Christopher P. Carton"},"content":{"rendered":"<pre>                              May 19, 1999\n\n\nChristopher P. Carton\nPurchasePro.com, Inc.\n3291 North Buffalo Drive\nLas Vegas, NV 89129\n\nDear Mr. Carton:\n\n     This letter agreement (the 'Agreement') sets forth the terms and conditions\nof your employment with PurchasePro.com, Inc. (the 'Company').\n\n     In consideration of the mutual covenants and promises made in this\nAgreement, you and the Company agree as follows:\n\n\n     1.   Employment. Commencing as of May 19, 1999 (the 'Effective Date'), you\n          ----------                                                           \nwill serve as the Company's President and Chief Operating Officer. You will be\ngiven such duties, responsibilities and authority as are appropriate to such\nposition. Throughout the term of your employment, you will devote such business\ntime and energies to the business and affairs of the Company as needed to carry\nout your duties and responsibilities, subject to the overall supervision and\ndirection of the Chairman and Chief Executive Officer ('CEO') of the Company.\n\n     2.   Term. The term of this Agreement will commence on the Effective Date\n          ----                                                                \nand shall continue for two (2) years thereafter. During the term of this\nAgreement, your employment with the Company will be 'at-will.' Either you or the\nCompany can terminate your employment at any time and for any reason, with or\nwithout cause and with or without notice, in each case subject to the terms and\nprovisions of paragraph 7 below.\n\n     3.   Salary. For your services to the Company, you will be paid a base\n          ------                                                           \nsalary, payable in accordance with the Company's usual payroll practices during\nyour employment, at an annualized rate of $200,000 per year.\n\n     4.   Bonus. During the term of this Agreement, you will be eligible for a\n          -----                                                               \nbonus in an amount to be determined by the CEO in his sole discretion.\n\n     5.   Employee Benefit Programs. During your employment, you will be\n          -------------------------                                     \nentitled to participate in all Company employee benefit plans and compensation\nand perquisite programs made available to the Company's executives or salaried\nemployees generally.  The company shall make a car available to you during the\nterm of your employment.  The Company will pay the cost of $1,000,000 in whole\nlife insurance coverage for you.  You will be entitled to eight weeks of\nvacation per year, provided that you will not accrue unused vacation of more\nthan eight weeks.\n\n     6.   Stock Options.  You have previously been granted  stock options\n          -------------                                                  \ncovering \n\n \nMr. Christopher P. Carton\nMay 19, 1999\nPage 2\n\n\n200,000 shares which vest in three installments, with 1\/3 vesting 6 months from\nthe date of grant and 1\/3 vesting at the end of each six-month period\nthereafter, for full vesting after 18 months.\n\n\n     7.   Consequences of Termination of Employment.\n          ----------------------------------------- \n\n     (a)  For Cause. If the Company terminates your employment for Cause you\n          ---------\nwill be entitled to any unpaid salary, bonus and vacation due you pursuant to\nparagraphs 3, 4 and 6 above through the date of termination, and you will be\nentitled to no other compensation from the Company. 'Cause' will exist in the\nevent you: (i) willfully breach this Agreement, which breach is not cured within\n10 days following written notice from the Company; (ii) engage in conduct\nconstituting willful dishonesty toward, fraud upon, or deliberate or attempted\ninjury to the Company; or (iii) are negligent in the performance of your duties,\nwhich negligence is not cured within 10 days following written notice from the\nCompany\n\n     (b)  Other than for Cause. If the Company terminates your employment for\n          --------------------                                               \nreasons other than Cause, including in a Constructive Termination, you will be\nentitled to any unpaid salary, bonus and vacation due you pursuant to paragraphs\n3, 4 and 6 above through the date of termination plus two (2) times the sum of\n(i) your base salary in effect at the date of your termination of employment,\nwhich shall not be less than the amount established pursuant to this Agreement,\nand (ii) the greater of (a) the last bonus you received prior to your\ntermination from employment, or (b) fifty percent (50%) of your base salary. You\nwill not be entitled to any other compensation from the Company.\n\n     'Constructive Termination' will exist in the event you terminate your\nemployment with the Company after the Company: (i) materially breaches this\nAgreement, which breach is not cured within 10 days following written notice\nfrom you; (ii) changes your title, working conditions or duties such that your\npowers are diminished, reduced or otherwise changed to include powers, duties,\nor working conditions which are not generally consistent with your title,\ncontinuing after written notice and 10 days to cure; or (iii) involuntarily\nrelocates your primary place of employment outside of the Las Vegas metropolitan\narea.\n\n     (c)  Voluntary Termination. If you terminate your employment with the\n          ---------------------                                           \nCompany of your own volition other than in a Constructive Termination, such\ntermination will have the same consequences as a termination for Cause under\nsubparagraph (a) above. A resignation requested by the Board of Directors shall\nin no way be deemed a voluntary termination.\n\n     (d)  Death or Disability. If your employment with the Company terminates as\n          -------------------                                                   \na result of your death or total and permanent disability, such termination will\nhave the same consequences as a termination by the Company other than for Cause\nunder subparagraph (b) above.\n\n \nMr. Christopher P. Carton\nMay 19, 1999\nPage 3\n\n\n     (e)  Release of Claims. As a condition to the receipt of the payments\n          -----------------                                               \ndescribed in this paragraph 7, you shall be required to execute a release of all\nclaims arising out of your employment or the termination thereof including, but\nnot limited to, any claim of discrimination under state or federal law, but\nexcluding claims for indemnification from the Company under any indemnification\nagreement with the Company, its certificate of incorporation and by-laws or\napplicable law or claims for directors and officers' insurance coverage.\n\n     (f)  Conditions to Receipt of Payments and Benefits. In view of your\n          ----------------------------------------------                 \nposition and access to proprietary information, as a condition to the receipt of\npayments described in this paragraph 7, you shall not, without the Company's\nwritten consent, directly or indirectly, alone or as a partner, joint venture,\nofficer, director, employee, consultant, agent or stockholder (other than a less\nthan 5% stockholder of a publicly traded company), within one year of your date\nof termination from the Company (i) engage in any activity which is in\ncompetition with the business, the products or services of the Company, (ii)\nsolicit any of the Company's employees, consultants or customers, (iii) hire any\nof the Company's employees or consultants in an unlawful manner or actively\nencourage employees or consultants to leave the Company, or (iv) otherwise\nbreach your proprietary information obligations. You agree to execute and comply\nwith the form of proprietary information agreement adopted by the Company.\n\n     8.   Assignability; Binding Nature. Commencing on the Effective Date, this\n          -----------------------------                                        \nAgreement will be binding upon you and the Company and your respective\nsuccessors, heirs, and assigns. This Agreement may not be assigned by you except\nthat your rights to compensation and benefits hereunder, subject to the\nlimitations of this Agreement, may be transferred by will or operation of law.\nNo rights or obligations of the Company under this Agreement may be assigned or\ntransferred except by operation of law in the event of a merger or consolidation\nin which the Company is not the continuing entity, or the sale or liquidation of\nall or substantially all of the assets of the Company, provided that the\nassignee or transferee is the successor to all or substantially all of the\nassets of the Company and assumes the Company's obligations under this Agreement\ncontractually or as a matter of law.\n\n     9.   Governing Law. This Agreement will be deemed a contract made under,\n          -------------                                                      \nand for all purposes shall be construed in accordance with, the laws of Nevada\n(without regard to its choice of law provisions).\n\n     10.  Arbitration. The parties agree that any disputes arising out of or\n          -----------\nrelated to the Agreement shall be resolved by using the following procedures:\n\n     (a)  The party claiming to be aggrieved shall furnish to the other party a\nwritten statement of the grievance and the relief requested or proposed.\n\n     (b)  If the other party does not agree to furnish the relief requested or\nproposed, or otherwise does not satisfy the demand of the party claiming to be\naggrieved, the parties shall submit the dispute to nonbinding mediation before a\nmediator to be jointly selected by the parties.\n\n \nMr. Christopher P. Carton\nMay 19, 1999\nPage 4\n\n\n     (c)  If the mediation does not produce a resolution of the dispute, the\nparties agree that the dispute shall be resolved by final and binding\narbitration in Las Vegas, Nevada. The parties shall attempt to agree to the\nidentity of an arbitrator, and, if they are unable to do so, they will obtain a\nlist of arbitrators from the Judicial Arbitration and Mediation Service and\nselect an arbitrator by striking names from that list. The arbitrator shall have\nthe authority to determine whether the conduct complained of violates the rights\nof the complaining party and, if so, to grant any relief authorized by law. The\narbitrator shall not have the authority to modify, change or refuse to enforce\nthe terms of this Agreement.\n\n     (d)  Arbitration shall be the exclusive final remedy for any dispute\nbetween the parties, and the parties agree that no dispute shall be submitted to\narbitration where the party claiming to be aggrieved has not complied with the\npreliminary steps provided for above, provided however, that this Section 10\nshall not be construed to eliminate or reduce any right the Company or the\nExecutive may otherwise have to seek and obtain from a court a temporary\nrestraining order or a preliminary or permanent injunction to enforce the\nrestrictions of subparagraph 5(f) of this Agreement. The parties agree that the\narbitration award shall be enforceable in Clark County Superior Court so long as\nthe arbitrator's findings of fact are supported by substantial evidence on the\nwhole and the arbitrator has not made errors of law.\n\n     11.  Withholding. Anything to the contrary notwithstanding, following the\n          -----------                                                         \nEffective Date all payments made by the Company hereunder to you or your estate\nor beneficiaries will be subject to tax withholding pursuant to any applicable\nlaws or regulations. In lieu of withholding, the Company may, in its sole\ndiscretion, accept other provision for payment of taxes as required by law,\nprovided it is satisfied that all requirements of law affecting its\nresponsibilities to withhold such taxes have been satisfied.\n\n     12.  Entire Agreement. This Agreement contains all the legally binding\n          ----------------                                                 \nunderstandings and agreements between you and the Company pertaining to the\nsubject matter of this Agreement and supersedes all such agreements, whether\noral or in writing, previously entered into between the parties.\n\n \nMr. Christopher P. Carton\nMay 19, 1999\nPage 5\n\n     13.  Miscellaneous. No provision of this Agreement may be amended or waived\n          -------------                                                         \nunless such amendment or waiver is agreed to by you and the Board in writing. No\nwaiver by you or the Company of the breach of any condition or provision of this\nAgreement will be deemed a waiver of a similar or dissimilar provision or\ncondition at the same or any prior or subsequent time. In the event any portion\nof this Agreement is determined to be invalid or unenforceable for any reason,\nthe remaining portions shall be unaffected thereby and will remain in full force\nand effect to the fullest extent permitted by law.\n\n     Please indicate your acceptance and understanding of the terms of this\nAgreement by signing and dating below.\n\n\n                         Sincerely,\n\n                         PURCHASEPRO.COM, INC.\n\n\n                         By  \/s\/ CHARLES E. JONSON, JR.\n                             --------------------------\n    \n                         Its CEO\n                             ---      \n\n\nACKNOWLEDGED AND AGREED:\n\n\/s\/ CHRISTOPHER P. CARTON\n-------------------------\n(Executive)\n\nDated: May 19, 1999\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-39486","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\/39486","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=39486"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39486"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39486"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39486"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}