{"id":39490,"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-jeff-anderson.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-purchasepro-com-inc-and-jeff-anderson","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-purchasepro-com-inc-and-jeff-anderson.html","title":{"rendered":"Employment Agreement &#8211; PurchasePro.com Inc. and Jeff Anderson"},"content":{"rendered":"<pre>                                January 24, 2000\n\nJeff Anderson\n\n\n\nDear Jeff:\n\n         This letter agreement (the \"Agreement\") entered into January 24, 2000\nsets forth the terms and conditions of your employment with PurchasePro.com,\nInc. (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 January 24, 2000, you will serve as\nSenior Vice President of Strategic Development for PurchasePro.com, Inc. You\nwill be given such duties, responsibilities and authority as are appropriate to\nsuch position. Throughout the term of your employment, you shall devote\nsubstantially all of your business time and energies to the business and affairs\nof the Company as needed to carry out your duties and responsibilities, subject\nto the overall supervision of the company's Executive Vice President of\nStrategic Development, Geoff Layne.\n\n          2.   TERM. The term of this Agreement will commence on your start of\nemployment date, and shall continue for two (2) years thereafter. During the\nterm of this Agreement, your employment with the Company will be \"at-will.\"\nEither you or the Company can terminate your employment at any time and for any\nreason, with or without cause and with or without notice, in each case subject\nto the terms and provisions of paragraph 7 below.\n\n          3.   SALARY. For your services to the Company, you will be paid a base\nsalary, payable in accordance with the Company's usual payroll practices during\nyour employment, at an annualized rate of $165,000.00 per year which shall be\nreviewed annually for increase.\n\n          4.   BONUS. During the term of this Agreement, you will be eligible\nfor a bonus in an amount to be determined by the Company in its sole discretion\nbased on your performance reviews.\n\n\n\n\n\nPage 2\n\n\n          5.   EMPLOYEE BENEFIT PROGRAMS. During your employment, you will be\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. This includes family health, dental and disability\ninsurance consistent with the existing company policy. You will be entitled to\nfour weeks of vacation per year, provided that you will not accrue unused\nvacation of more than five weeks. The corporation shall provide you with an\nautomobile allowance of $1,000.00 per month and a cell phone allowance of\n$100.00 per month. The corporation shall pay the ordinary expenses for your\ncommute to and from Texas and Las Vegas Nevada including reasonable air travel,\nparking and taxis. The company shall also pay other pre approved reasonable\nbusiness expenses.\n\n          6.   Stock Options. The Corporation will provide you with the\nfollowing options (Collectively, \"Stock Options\") to acquire shares of the\nCorporation's Class A Common Stock (\"Shares\")\n\nOn your start of employment date (Grant day) Stock Options to purchase one\nhundred seventy five thousand (175,000) Shares at a per share exercise price\nthat is twenty seven and 50\/100 dollars ($27.50) per share below the market\nprice of the stock which shall be the average between the price at the open of\nbusiness and price at the close of business on the January 19, 2000. (subject to\nSEC rules and restrictions imposed upon the officers and major shareholders of\nthe Corporation). The Stock Options will be exercisable at any time during the\nten (10) year period commencing on vesting of such Stock Options, as follows:\n(i) Stock Options on ten thousand (10,000) shares vests immediately on grant\nday, (ii), Stock Options on sixty one thousand eight hundred seventy five\n(61,875) Shares shall vest six months after the grant date, (iii), Stock Options\non sixty one thousand eight hundred seventy five (61,875) Shares shall vest one\nyear after the grant date, (iv) Stock Options on forty one thousand two hundred\nfifty shares (41,250) shall vest two (2) years after the grant date. No vesting\nshall occur under this Section on or after the termination of your employment\nexcept in the event the company is sold or there is a change of control of the\ncompany or your employment is terminated without cause as referenced in Section\n7(b) below or should you die or be permanently disabled per section 7(d) in\nwhich case you will be fully vested hereunder.\n\n          7.   CONSEQUENCES OF TERMINATION OF EMPLOYMENT.\n\n          (a)  FOR CAUSE. If the Company terminates your employment for Cause\nyou will be entitled to any unpaid salary, bonus and vacation due you pursuant\nto paragraphs 3, 4 and 6 above through the date of termination, provided,\nhowever, you will not be entitled to any other compensation from the Company.\n\"Cause\" will exist in the event you engage in conduct constituting willful\ndishonesty, intentional fraud, or persistent gross negligence in each case in\nthe performance of your duties to the Company that directly causes a substantial\nand actual economic loss that is material to the financial condition of the\nCompany which is not cured within 30 days following notice from the Company. You\nhave the right to appeal the decision of the management to the Board of\nDirectors by written notice to the company within 10 days of termination. You\nhave a right to be represented by counsel in your appeal.\n\n\n\n\n\nPage 3\n\n\n          (b)  OTHER THAN FOR CAUSE. If the Company terminates your employment\nfor reasons other than Cause, you will be entitled to any unpaid salary, bonus\nand vacation due you pursuant to paragraphs 3, 4 and 6 above through the date of\ntermination plus twelve (12) months of your base salary and bonus (assuming\nminimum annual bonus equals base salary) in effect at the date of your\ntermination of employment. You will not be entitled to any other compensation\nfrom the Company. A Constructive Termination shall be treated as a termination\nfor reasons other than for Cause. \"Constructive Termination\" will exist in the\nevent you terminate your employment with the Company after the Company: (i)\nmaterially breaches this Agreement, which breach is not cured within 10 days\nfollowing written notice from you; (ii) changes your title, working conditions\nor duties such that your powers are diminished, reduced or otherwise changed to\ninclude powers, duties, or working conditions which are not generally consistent\nwith your title, continuing after written noticed and 10 days to cure; or (iii)\ninvoluntarily relocates your primary place of employment outside of the Dallas,\nTexas metropolitan area.\n\n          (c)  VOLUNTARY TERMINATION. If you terminate your employment with the\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\nterminates as a result of your death or total and permanent disability, such\ntermination will have the same consequences as a termination by the Company\nother than for Cause under subparagraph (b) above.\n\n          (e)  RELEASE OF CLAIMS. As a condition to the receipt of the payments\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\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 venturer,\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. This Agreement will be binding\nupon you and the Company and your respective successors, heirs, and assigns.\nThis Agreement may not be\n\n\n\n\n\nPage 4\n\n\nassigned by you except for the following: (a) that your rights to compensation\nand benefits hereunder, subject to the limitations of this Agreement, may be\ntransferred by will or operation of law, and (b) on or after the date this\nagreement is signed you may assign your rights to the stock options in paragraph\n6 above, subject to the conditions of this Agreement, to any trust established\nby you or any trust established for your benefit. No rights or obligations of\nthe Company under this Agreement may be assigned or transferred except by\noperation of law in the event of a merger or consolidation in which the Company\nis not the continuing entity, or the sale or liquidation of all or substantially\nall of the assets of the Company, provided that the assignee or transferee is\nthe successor to all or substantially all of the assets of the Company and\nassumes the Company's obligations under this Agreement contractually or as a\nmatter of law.\n\n          9.   GOVERNING LAW. This Agreement will be deemed a contract made\nunder, and for all purposes shall be construed in accordance with, the laws of\nNevada (without regard to its choice of law provisions).\n\n          10.  ARBITRATION. The parties agree that any disputes arising out of\nor related 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\nparty a written 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\nor proposed, or otherwise does not satisfy the demand of the party claiming to\nbe aggrieved, the parties shall submit the dispute to non-binding mediation\nbefore a mediator to be jointly selected by the parties.\n\n          (c)  If the mediation does not produce a resolution of the dispute,\nthe parties agree that the dispute shall be resolved by binding arbitration in\nLas Vegas, Nevada, before a single arbitrator knowledgeable of employment law\nunder the Commercial Arbitration Rules of the American Arbitration Association.\nThe arbitrator shall not have the authority to modify, change or refuse to\nenforce the 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 7(f) of this Agreement.\n\n          11.  WITHHOLDING. Anything to the contrary notwithstanding, all\npayments made by the Company hereunder to you or your estate or beneficiaries\nwill be subject to tax withholding pursuant to any applicable laws or\nregulations. In lieu of withholding, the Company may, in its sole discretion,\naccept other provision for payment of taxes as required by law, provided it is\nsatisfied that all requirements of law affecting its responsibilities to\nwithhold such taxes have been satisfied.\n\n\n\n\n\nPage 5\n\n\n          12.  ENTIRE AGREEMENT. This Agreement contains all the legally binding\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          13.  MISCELLANEOUS. No provision of this Agreement may be amended or\nwaived unless such amendment or waiver is agreed to by you and the Chief\nExecutive Officer or President of the Company in writing. No waiver by you or\nthe Company of the breach of any condition or provision of this Agreement will\nbe deemed a waiver of a similar or dissimilar provision or condition at the same\nor any prior 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\nof this Agreement by signing and dating below.\n\n                                            Sincerely,\n                                            PURCHASEPRO.COM, INC.\n\n\n                                            By\n                                               ---------------------------------\n                                            Its\n                                               ---------------------------------\n\nACKNOWLEDGED AND AGREED:\n\n\n--------------------------------\nJeff Anderson\n\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-39490","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\/39490","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=39490"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39490"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39490"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39490"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}