{"id":39491,"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-michael-kennedy.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-purchasepro-com-inc-and-michael-kennedy","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-purchasepro-com-inc-and-michael-kennedy.html","title":{"rendered":"Employment Agreement &#8211; PurchasePro.com Inc. and Michael Kennedy"},"content":{"rendered":"<pre>                                January 31, 2000\n\n\n\nMichael Kennedy\n3291 North Buffalo Drive\nLas Vegas, Nevada 89129\n\nDear Mike:\n\n         This letter agreement (the \"Agreement\") entered into January 31, 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 31, 2000, you will serve as\nChief Information Officer for PurchasePro.com, Inc. This is a senior\nvice-president level position and an officer of the company. You will be given\nsuch duties, responsibilities and authority as are appropriate to such position.\nThroughout the term of your employment, you shall devote substantially all of\nyour business time and energies to the business and affairs of the Company as\nneeded to carry out your duties and responsibilities, subject to the overall\nsupervision of the company's President, Christopher P. Carton.\n\n         2.       TERM. The term of this Agreement will commence on your start\nof employment date, and shall continue for three (3) years thereafter. During\nthe term 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\nbase salary, payable in accordance with the Company's usual payroll practices\nduring your employment, at an annualized rate $ 100,000.00 per year for the\nfirst 60 days and $175,000.00 per year thereafter which shall be reviewed\nannually 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 $500.00 per month and a cell phone allowance of $100.00\nper month.\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 thousand (100,000) Shares at a per share exercise price which shall be\nthe average between the price at the open of business and price at the close of\nbusiness on the grant day (subject to SEC rules and restrictions imposed upon\nthe officers and major shareholders of the Corporation). The Stock Options will\nbe exercisable at any time during the ten (10) year period commencing on vesting\nof such Stock Options, as follows: (i) Stock Options on sixteen thousand five\nhundred (16,500) shares shall vest three months after the grant date, (ii) Stock\nOptions on sixteen thousand five hundred (16,500) shares shall vest six months\nafter the grant date, (iii) Stock Options on thirty three thousand (33,000)\nshares shall vest eighteen months after the grant date and (iv) Stock Options on\nthirty four thousand (34,000) Shares shall vest three years after the grant\ndate. No vesting shall occur under this Section on or after the termination of\nyour employment except in the event the company is sold or there is a change of\ncontrol of the company or your employment is terminated without cause as\nreferenced in Section 7(b) below or should you die or be permanently disabled\nper section 7(d) in which 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.\n\n         (b)      OTHER THAN FOR CAUSE. If the Company terminates your\nemployment for reasons other than Cause, you will be entitled to any unpaid\nsalary, bonus and vacation due you pursuant to paragraphs 3, 4 and 6 above\nthrough the date of termination plus twelve (12) months of your base salary in\neffect at the date of your termination of employment. You will not be entitled\nto any other compensation from the Company. A Constructive Termination shall be\ntreated as a termination for reasons other than for Cause. \"Constructive\nTermination\" will exist in the event you terminate your employment with the\nCompany after the Company: (i) materially breaches this Agreement, which breach\nis not cured within 10 days following written notice from you; (ii)\n\n\n\n\n\nPage 3\n\n\nchanges your title, working conditions or duties such that your powers are\ndiminished, reduced or otherwise changed to include powers, duties, or working\nconditions which are not generally consistent with your title, continuing after\nwritten noticed and 10 days to cure.\n\n         (c)      VOLUNTARY TERMINATION. If you terminate your employment with\nthe Company of your own volition, such termination will have the same\nconsequences as 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\npayments described in this paragraph 7, you shall be required to execute a\nrelease of all claims arising out of your employment or the termination thereof\nincluding, but not limited to, any claim of discrimination under state or\nfederal law, but excluding claims for indemnification from the Company under any\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\nyour position and access to proprietary information, as a condition to the\nreceipt of payments described in this paragraph 7, you shall not, without the\nCompany's written consent, directly or indirectly, alone or as a partner, joint\nventurer, officer, director, employee, consultant, agent or stockholder (other\nthan a less than 5% stockholder of a publicly traded company), within one year\nof your date of termination from the Company (i) engage in any activity which is\nin competition 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 assigned by you except for the following: (a) that\nyour rights to compensation and benefits hereunder, subject to the limitations\nof this Agreement, may be transferred by will or operation of law, and (b) on or\nafter the date this agreement is signed you may assign your rights to the stock\noptions in paragraph 6 above, subject to the conditions of this Agreement, to\nany trust established by you or any trust established for your benefit. No\nrights 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\n\n\n\nPage 4\n\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\nof or related to the Agreement shall be resolved by using the following\nprocedures:\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\nrequested or proposed, or otherwise does not satisfy the demand of the party\nclaiming to be aggrieved, the parties shall submit the dispute to non-binding\nmediation before 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\ndispute between the parties, and the parties agree that no dispute shall be\nsubmitted to arbitration where the party claiming to be aggrieved has not\ncomplied with the preliminary steps provided for above, provided however, that\nthis Section 10 shall not be construed to eliminate or reduce any right the\nCompany or the Executive may otherwise have to seek and obtain from a court a\ntemporary restraining order or a preliminary or permanent injunction to enforce\nthe restrictions 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         12.      ENTIRE AGREEMENT. This Agreement contains all the legally\nbinding understandings and agreements between you and the Company pertaining to\nthe subject 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\nor waived 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\n\n\n\n\n\nPage 5\n\n\nis determined to be invalid or unenforceable for any reason, the remaining\nportions shall be unaffected thereby and will remain in full force and effect to\nthe 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                                            Sincerely,\n\n                                            PURCHASEPRO.COM, INC.\n\n                                            By\n                                               --------------------------------\n                                               Christopher P. Carton, President\n\n\n\n\nACKNOWLEDGED AND AGREED:\n\n\n\n--------------------------------\nMichael Kennedy\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-39491","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\/39491","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=39491"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39491"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39491"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39491"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}