{"id":39487,"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-dick-moskal.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-purchasepro-com-inc-and-dick-moskal","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-purchasepro-com-inc-and-dick-moskal.html","title":{"rendered":"Employment Agreement &#8211; PurchasePro.com Inc. and Dick Moskal"},"content":{"rendered":"<pre>                             [LOGO OF PURCHASEPRO]\n\nAugust 31, 1999\n\nMr. Dick Moskal\n2201 N. Buffalo Drive, #2083 \nLas Vegas, NV 89128\n\n\nDear Dick:\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     1.   Employment. Commencing as of August 31, 1999 (the 'Effective Date'),\n          ----------                                                        \nyou will serve as the President of Hospitality Purchasing Systems, a wholly\nowned subsidiary of PurchasePro.com. You will be given such duties,\nresponsibilities and authority as are appropriate to such position. Throughout\nthe term of your employment, you will devote such business time and energies to\nthe business and affairs of the Company as needed to carry out your duties and\nresponsibilities, subject to the overall supervision of the company's Chief\nExecutive Officer and\/or President 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.   Sa1ary. 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 $160,000 per year.\n\n     4.   Bonus. You will receive a signing bonus of $25,000.\n          -----                                              \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. You will be entitled to four weeks of vacation per year,\nprovided that you will not accrue unused vacation of more than eight weeks. The\ncorporation shall provide you with an expense allowance of $450 per month. HPS\nwill cover your living expenses, not to exceed $1,000 per month, until your\nfamily moves out to Las Vegas. HPS will pay for the expense of moving your car\nto Las Vegas, and will cover your moving expenses for your family upon prior\nfrom the Company President.\n\n \nMr. Dick Moskal \nPage 2\nAugust 31, 1999\n\n     6.  Stock Options. The Corporation will provide you with the following\n         -------------                                                     \noptions (collectively, 'Stock Options') to acquire shares of the Corporation's\nClass A Common Stock ('Shares'):\n\nOn the Effective Date, Stock Options to purchase 75,000 Shares at $10.80 (90% of\nthe midrange of the currently estimated IPO price at $11-$13 (subject to SEC\nrules and restrictions imposed upon the officers and major shareholders of the\nCorporation). The Stock Options will be exercisable at any time during the ten\n(10) year period commencing on vesting of such Stock Options, as follows: (i)\nStock Options on 50,000 Shares shall vest six months after the effective date,\n(ii), Stock Options on 12,500 Shares shall vest one year after the effective\ndate, and (iii) Stock Options on 12,500 Shares shall vest two (2) years after\nthe Effective Date. No vesting shall occur under this Section on or after the\ntermination of your employment except in the event that your employment is\nterminated without cause as referenced in Section 7(b) below or should you die\nor be permanently disabled per section7(d).\n\n     7.  Consequences of Termination of Employment.\n         -----------------------------------------\n\n     (a) For Cause. If the Company terminates your employment for Cause you will\n         ---------                                                         \nbe 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, you will be entitled to any unpaid salary, bonus and\nvacation due you pursuant to paragraphs 3, 4 and 6 above through the date of\ntermination plus twelve (12) months of your base salary in effect at the date of\nyour termination of employment. You will not be entitled to any other\ncompensation from the Company.\n\n     (c) Voluntary Termination. If you terminate your employment with the\n         ---------------------                                         \nCompany of your own volition, such termination will have the same consequences\nas a termination for Cause under subparagraph (a) above.\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     (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\n\n \nMr. Dick Moskal \nPage 3\nAugust 31, 1999\n\nindemnification agreement with the Company, its certificate of incorporation and\nby-laws or applicable law or claims for directors and officers' insurance\ncoverage.\n\n(f)  Conditions to Receipt of Payments and Benefits. In view of your position\n     -----------------------------------------------                          \nand access to proprietary information, as a condition to the receipt of payments\ndescribed in this paragraph 7, you shall not, without the Company's written\nconsent, directly or indirectly, alone or as a partner, joint venturer, officer,\ndirector, employee, consultant, agent or stockholder (other than a less than 5%\nstockholder of a publicly traded company), within one year of your date of\ntermination from the Company (i) engage in any activity which is in competition\nwith the business, the products or services of the Company, (ii) solicit any of\nthe Company's employees, consultants or customers, (iii) hire any of the\nCompany's employees or consultants in an unlawful manner or actively encourage\nemployees or consultants to leave the Company, or (iv) otherwise breach your\nproprietary information obligations. You agree to execute and comply with the\nform 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 non-binding mediation before\na mediator to be jointly selected by the parties.\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\n\n \nMr. Dick Moskal \nPage 4\nAugust 31, 1999\n\narbitrators from the Judicial Arbitration and Mediation Service and select an\narbitrator by striking names from that list. The arbitrator shall have the\nauthority to determine whether the conduct complained of violates the rights of\nthe 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 compiled 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 and Release of Existing Claims and Obligations.\n           ---------------------------------------------------------------\nThis Agreement also supersedes completely all understandings and agreements,\nwhether oral or in writing between you and the Company's subsidiary Hospitality\nPurchasing Systems, also known as HPS. You specifically acknowledge that this\nagreement supersedes the September 30, 1998 letter agreement by which you became\nChief Operating Officer of HPS. You acknowledge that neither the Company nor HPS\nowes any further obligations to you under the September 30, 1998 letter\nagreement.  This acknowledgement includes your express recognition that (1) you\ndo not now own any equity interest in HPS, and (2) you do not have any option or\ncontingent interest in such equity. You also acknowledge that you have no\noptions on Company stock other than the options set out in this Agreement. You\nhereby release any rights to and disclaim any other equity interests in the\nCompany and any of its subsidiaries other than the options set out in this\nAgreement.  With the exception of the obligations that the Company owes to you\nunder this Agreement and the obligations that the law otherwise imposes on the\nCompany for actions taken after the date of this Agreement, you also hereby\nrelease and forever discharge the Company, its subsidiaries and predecessors,\nand all of their employees, officers and directors and all of their respective\naffiliates, agents, attorneys and assigns from any and all claims, demands,\ndamages, actions, causes of action or suits, options, agreements, contracts,\ncovenants, promises, judgments and executions whatsoever, in law or equity,\nwhether known or unknown, whether direct or indirect, and whether asserted\naffirmatively or by way of cross-claim, counterclaim, offset or any other\nprocedural means, that you now have, have had or can, shall or may have against\nany of them. This release specifically includes any claims arising out of the\nAmericans with Disabilities\n\n \nMr. Dick Moskal \nPage 5\nAugust 31, 1999\n\nAct. In giving this release, you understand that if any fact with respect to any\nmatter covered by this release is found hereafter to be other than the facts you\nnow believe to be true, you expressly assume the risk of such differences in\nfact and agree that this release shall nevertheless remain effective. You\nexpressly waive and relinquish all rights, benefits and reservations conferred\nby the law of any state, or principal of common law that is similar to,\ncomparable to or equivalent to section 1542 of the California Code of Civil\nProcedures, which provides: A general release does not extend to claims which\nthe creditor does not know or suspect to exist in his favor at the time of\nexecuting the release which if known by him must have materially affected his\nsettlement with the debtor.\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 Chief Executive\nOfficer or President of the Company in writing. No waiver by you or the Company\nof the breach of any condition or provision of this Agreement will be deemed a\nwaiver of a similar or dissimilar provision or condition at the same or any\nprior or subsequent time. In the event any portion of this Agreement is\ndetermined to be invalid or unenforceable for any reason, the remaining portions\nshall be unaffected thereby and will remain in full force and effect to the\nfullest 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\n                                             PURCHASEPRO.COM, INC.\n\n\n                                             By \/s\/ [ILLEGIBLE]^^\n                                               ---------------------\n\n                                             Its Pres\/CEO\n                                                --------------------\n\nACKNOWLEDGED AND AGREED:\n\n\/s\/ Richard T. Moskal\n---------------------------\n(Dick Moskal)\n\nDated: 9\/3, 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-39487","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\/39487","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=39487"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39487"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39487"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39487"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}