{"id":39493,"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-shawn-p-mcghee.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-purchasepro-com-inc-and-shawn-p-mcghee","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-purchasepro-com-inc-and-shawn-p-mcghee.html","title":{"rendered":"Employment Agreement &#8211; PurchasePro.com Inc. and Shawn P. McGhee"},"content":{"rendered":"<pre>                                November 22, 2000\n\nMr. Shawn P. McGhee\n953 East Riverwalk\nMemphis TN 38120\n\nDear Mr. McGhee:\n\nThis letter agreement (the \"Agreement\") sets forth the terms and conditions of\nyour employment with PurchasePro.com, Inc. (the \"Company\"). In consideration of\nthe mutual covenants and promises made in this Agreement, you and the Company\nagree as follows:\n\n1.  Employment. Commencing as of the date hereof (the \"Effective Date\"), you \nwill serve as the Chief Operating Officer of PurchasePro.com, or in any other \nposition assigned by the Company, provided that, during the term of your \nemployment, you shall not be required to serve in any positions, or take any \ntitle or duties, subordinate to that or those of Chief Operating Officer of \nthe Company or any equivalent. As Chief Operating Officer, you will have such \nduties, responsibilities and authority as are appropriate to such position. \nThroughout the term of your employment, you will devote such business time \nand energies to the business and affairs of the Company as needed to carry \nout your duties and responsibilities, subject to the overall supervision of \nthe company's Chief Executive Officer and\/or President of the Company.\n\n2.  Term. The initial term of this Agreement will commence on the Effective \nDate and shall continue for two (2) years thereafter. The term of this \nAgreement shall be automatically renewed for up to two additional one-year \nperiods unless either party gives the other party at least 120 days' prior \nwritten notice of its intention to terminate this Agreement at the end of \neither the initial term hereof or the first such renewal period. 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 \nany reason, with or without cause and with or without notice, in each case \nsubject to the terms and provisions of paragraph 7 below.\n\n3.  Salary. For your services to the Company, you will be paid a base salary, \npayable in accordance with the Company's usual payroll practices during your \nemployment, at an annualized rate of at least $200,000 per year, subject to \nadjustment upon the agreement of the parties. In addition, you will be \neligible to receive a discretionary bonus in respect of each calendar year or \nportion thereof during which you are employed hereunder, to be determined \nsolely by the Company.\n\n4.  Employee Benefit Programs. During your employment, you will be entitled \nto participate in all Company employee benefit plans and compensation and \nperquisite programs made available to the Company's executives or salaried \nemployees generally. You will be entitled to four weeks of personal time off \nper year, provided that you will not accrue unused vacation of more than five \nweeks.\n\n5.  Stock Options. On the Effective Date, the Company will issue to you an \noption (collectively, \"Stock Options\") to acquire up to 500,000 shares of the \nCompany's Common Stock (\"Shares\") in accordance herewith and otherwise under \nthe Company's stock-based incentive plan (the \"Plan\"), at a price per share \nequal to the Fair Market Value (as such term is defined in the Plan) on the \nEffective Date (subject to SEC rules and restrictions imposed upon the \nofficers and major shareholders of the Corporation), as set forth in an \noption agreement between you and the Company in the form attached hereto as \nExhibit A.\n\n6.  Performance-Based Stock Option Bonus Grants in 2001. In addition to those \noptions set forth in paragraph 5, if the Company achieves certain total \nrevenue targets during the fiscal year ended December 31, 2001, the Company \nwill issue to you additional Stock Options, in accordance herewith and \notherwise under the Plan, as follows: If the Company records total revenue \nexceeding $100 million for the six months ended June 30, 2001 as reported in \nthe Company's Quarterly Report on Form 10-Q filed with the Securities and \nExchange Commission (\"SEC\") for the period ended on such date, the Company \nwill, as of that date, issue to you Stock Options to purchase an additional \n100,000 Shares (\"Initial Performance-Based Options\") at a price per share \nequal to the Fair Market Value on the date of such grant (\"Initial \nPerformance Grant Date\"). The Initial Performance-Based Options will have a \nterm of 10 years measured from the Initial Performance Grant Date, subject to \nearlier termination following termination of your employment as set forth in \nthe form of options attached hereto as Exhibit A, and shall vest and become \nexercisable as follows: (i) Stock Options on 50,000 Shares shall vest six \nmonths after the Initial Performance Grant Date and (ii) Stock Options on \n50,000 Shares shall vest 12 months after the Initial Performance Grant Date, \nand otherwise in accordance with the form of options attached hereto as \nExhibit A. Further, if the Company achieves\n\n\n\n\ntotal revenue exceeding $250 million for the twelve months ended December 31,\n2001 as reported in the Company's Annual Report on Form 10-K filed with the SEC\nfor the fiscal year ended on such date, the Company will issue to you Stock\nOptions to purchase an additional 200,000 Shares (\"Subsequent Performance-Based\nOptions\") at a price per share equal to the Fair Market Value on the date of\nsuch grant (the \"Subsequent Performance Grant Date\"). The Subsequent\nPerformance-Based Options will have a maximum term of 10 years measured from the\nSubsequent Performance Grant Date, subject to earlier termination following\ntermination of your employment as set forth in the form of options attached\nhereto as Exhibit A, and will vest and become exercisable as follows: (i) Stock\nOptions on 50,000 Shares shall vest six months after the Subsequent Performance\nGrant Date, (ii) Stock Options on 50,000 Shares shall vest 12 months after the\nSubsequent Performance Grant Date, (iii) Stock Options on 50,000 Shares shall\nvest 18 months after the Subsequent Performance Grant Date and (iv) Stock\nOptions on 50,000 Shares shall vest 24 months after the Subsequent Performance\nGrant Date, and otherwise in accordance with the form of options attached hereto\nas Exhibit A. Notwithstanding the foregoing, the Company shall not be obligated\nto make any grant of Initial Performance-Based Options or Subsequent\nPerformance-Based Options in the event your employment was terminated for any\nreason prior to commencement of the Company's last fiscal quarter included in\ndetermining whether the total revenue target was met for the applicable period.\nIn addition to the foregoing, other relevant terms and conditions related to the\ngrant of Stock Options will be set forth in an option agreement between you and\nthe Company substantially in the form attached hereto as Exhibit A, adjusted as\nnecessary to reflect the terms of the foregoing.\n\n7.  Consequences of Termination of Employment.\n\n      (a) For Cause. If the Company terminates your employment for Cause you\nwill be entitled to any unpaid salary, bonus and paid time off due you pursuant\nto paragraphs 3, 4 and 7 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\n30 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 30 days following written notice from the\nCompany.\n\n      (b) Other than for Cause. If the Company terminates your employment for\nreasons other than Cause, or if you terminate your employment because the\nCompany breaches any of its obligations under this Agreement, which breach is\nnot cured within 30 days following written notice from you, you will be entitled\nto any unpaid salary, bonus and paid time off due you pursuant to paragraphs 3,\n4 and 7 above through the date of termination, plus twelve months of your base\nsalary in effect at the date of your termination of employment. You will not be\nentitled to any other compensation from the Company.\n\n      (c) Voluntary Termination. If you terminate your employment with the\nCompany of your own volition, other than as set forth in paragraph 7(b), such\ntermination will have the same consequences as a termination for Cause under\nsubparagraph (a) above.\n\n            (d) Change in Control. You will vest immediately in all unvested\noptions theretofore issued to you, hereunder or otherwise, and will be entitled\nto twelve months of your base salary in effect at the date of a Change in\nControl of the Company (as such term is defined in the Plan) in the event within\none year after such Change of Control (i) the Company terminates your employment\nfor any reason other than for Cause, or (ii) you resign from the Company for any\none of the following reasons: (A) the Company breaches any of its obligations to\nyou under this Agreement and such a breach is not cured within 30 days' written\nnotice by you; (B) the Company changes your title, working conditions or duties\nsuch that your powers, duties or working conditions are diminished, reduced or\notherwise changed to include powers,\n\n\n\n\n\nduties, or working conditions which are not generally consistent with your\ntitle, continuing after written notice and 30 days to cure; or (C) the Company\nrelocates your primary place of employment outside of the Las Vegas metropolitan\narea.\n\n            (e) Death or Disability. If your employment with the Company\nterminates as a result of your death or Total and Permanent Disability (as\ndefined in Section 2(x) of the Plan, such termination will have the same\nconsequences as a termination by the Company other than for Cause under\nsubparagraph (b) above.\n\n            (f) 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 contribution and 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            (g) 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 or consultants, or customers (with\nrespect to such business, products and services), (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\n8.  Assignability; Binding Nature. Commencing on the Effective Date, this \nAgreement will be binding upon you and the Company and your respective \nsuccessors, heirs, and assigns. This Agreement may not be assigned by you \nexcept that your rights to compensation and benefits hereunder, subject to \nthe limitations of this Agreement, may be transferred by will or operation of \nlaw. No rights or obligations of the Company under this Agreement may be \nassigned or transferred except by operation of law in the event of a merger \nor consolidation in which the Company is not the continuing entity, or the \nsale or liquidation of all or substantially all of the assets of the Company, \nprovided that the assignee or transferee is the successor to all or \nsubstantially all of the assets of the Company and assumes the Company's \nobligations under this Agreement contractually or as a matter of law.\n\n9.  Governing Law. This Agreement will be deemed a contract made under, and \nfor all purposes shall be construed in accordance with, the laws of Nevada \napplicable to agreements made and fully to be performed therein by residents \nthereof.\n\n10.  Arbitration. The parties agree that any disputes arising out of or \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 within 30 days after receipt of the\nwritten statement referred to in paragraph 10(a) to furnish the relief requested\nor proposed, or otherwise\n\n\n\n\n\ndoes not satisfy the demand of the party claiming to be aggrieved, the parties\nshall submit the dispute to non-binding mediation before a mediator to be\njointly selected by the parties, provided that, if a single mediator cannot be\nchosen jointly by the parties within 10 days after the expiration of the 30-day\nperiod referred to above, each party shall designate a mediator and the two\nmediators shall choose a third to conduct the mediation.\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\n11.  Withholding. Anything to the contrary notwithstanding, following the \nEffective Date all payments made by the Company hereunder to you or your \nestate or beneficiaries will be subject to tax withholding pursuant to any \napplicable laws or regulations. In lieu of withholding, the Company may, in \nits sole discretion, accept other provision for payment of taxes as required \nby law, provided it is satisfied that all requirements of law affecting its \nresponsibilities to withhold such taxes have been satisfied.\n\n12.  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 other agreements, whether \noral or in writing, previously entered into between the parties.\n\n13.  Miscellaneous. No provision of this Agreement may be amended or waived \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 \nCompany of the breach of any condition or provision of this Agreement will be \ndeemed 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 \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 \nto the fullest extent permitted by law.\n\n\n\n\nPlease indicate your acceptance and understanding of the terms of this Agreement\nby signing and dating below.\n\n                                                Sincerely,\n\n                                                PURCHASEPRO.COM, INC.\n\n\n                                                By\n                                                   -----------------------------\n\n                                                Its\n                                                   -----------------------------\n\nACKNOWLEDGED AND AGREED:\n\n\n-------------------------------\nDated: November 22, 2000\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-39493","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\/39493","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=39493"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39493"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39493"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39493"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}