{"id":39872,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-employment-agreement-purchasepro-com-inc-and-richard.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-purchasepro-com-inc-and-richard","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-purchasepro-com-inc-and-richard.html","title":{"rendered":"Executive Employment Agreement &#8211; PurchasePro.com Inc. and Richard L. Clemmer"},"content":{"rendered":"<pre>                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n     This  Executive  Employment  Agreement  (this  \"Agreement\")  is made by and\nbetween PurchasePro.com, Inc., a Nevada corporation (the \"Company\"), and Richard\nL. Clemmer (\"Executive\").\n\n     WHEREAS, the Company wishes to enter into an agreement with Executive,  and\nExecutive wishes to enter into an agreement with the Company,  whereby Executive\nshall be employed by the Company under the terms and conditions set forth below;\n\nTHEREFORE, the parties agree as follows:\n\nI. EMPLOYMENT: THIS AGREEMENT.\n\n     Executive's employment with the Company shall be \"at-will\",  meaning either\nthe Company or Executive may terminate  Executive's  employment with the Company\nat any time and for any reason,  with or without cause,  in each case subject to\nthe terms and provisions of this Agreement.\n\n     Executive's employment with the Company shall be governed by the provisions\nof this Agreement for the period commencing with the date of this Agreement (the\n\"Effective Date\") and continuing until this Agreement is terminated  pursuant to\nSection VII below (the \"Employment Period\").\n\nII. DUTIES AND RESPONSIBILITIES.\n\n     A.  Executive  shall be employed  by the  Company in the  position of Chief\nExecutive  Officer  of  the  Company,   and  shall  be  given   responsibilities\ncommensurate with his position,  which  responsibilities  may change as business\nneeds and market  conditions  change from time to time.  Executive  shall not be\nrequired to serve in any positions, or take any title or duties,  subordinate to\nthat or those of Chief Executive Officer of the Company or any equivalent.\n\n     B. Executive  shall be given the title of Vice Chairman and Chief Executive\nOfficer  of the  Company,  and shall be given a seat on the  Company's  Board of\nDirectors (the \"Board\");  provided however, that the foregoing is subject to the\napproval of the shareholders of the Company from time to time.\n\n     C.  As  Chief   Executive   Officer,   Executive  will  have  such  duties,\nresponsibilities  and authority as are appropriate to such position.  Throughout\nthe term of Executive's employment, Executive will devote such business time and\nenergies to the  business  and affairs of the Company as needed to carry out his\nduties  and  responsibilities.  In his  capacity  as  Chief  Executive  Officer,\nExecutive  shall be subject to annual  performance  reviews  carried  out by the\nCompensation Committee of the Board.\n\nIII. CASH COMPENSATION.\n\n     A. Executive shall be paid a base salary at a rate of at least  $500,000.00\nper annum.  Executive's  base  salary  shall be paid at  periodic  intervals  in\naccordance with the Company's payroll practices for salaried employees.\n\n     B. To induce  Executive to enter this Agreement and become  employed by the\nCompany as set forth herein, the Company shall pay Executive an initial bonus of\n$1,100,000 no later than thirty (30) days following the Effective Date.\n\n     C. Executive  shall be paid a guaranteed  bonus on an annual  calendar year\nbasis during the Employment Period of not less than $200,000. In addition,  each\ncalendar  year,  Executive  shall be paid an additional  bonus of between $0 and\n$1,000,000,  the  amount  of  which  shall  be  determined  by the  Compensation\nCommittee  of the  Company's  Board of  Directors  based on  annual  performance\nevaluations by the criteria established by the Board as agreed by Executive. The\nbonus for any  particular  fiscal year shall be payable  within thirty (30) days\nfollowing the last day of such fiscal year.\n\n     D. On June 1, 2001,  the Company  made a loan to Executive in the amount of\n$1,316,055.28.  In consideration  of Executive's  appointment as Chief Executive\nOfficer and in order to induce  Executive to enter this Agreement,  such loan is\nhereby forgiven effective immediately.\n\n     E. With  respect  to any and all cash  compensation  payable  to  Executive\nhereunder,  the  Company  shall  comply  with  all  applicable  tax  withholding\nrequirements,  and shall  make such other  deductions  as may be  authorized  by\nExecutive.\n\n     F. The Company  hereby  covenants and agrees that it shall not issue grants\nof stock  options,  or pay  compensation  in the form of salary,  bonus or other\nremuneration,  to any  other  employee  in  excess  of that  granted  or paid to\nExecutive,  except as may be granted or paid as sales  commission.  The  Company\nfurther  covenants  and agrees that,  with respect to any grants to Executive of\nstock options or common stock,  not less than one-third of each such grant shall\nvest  immediately  upon grant and the  remaining  two-thirds  of each such grant\nshall vest over a period of not more than three years.\n\nIV. EMPLOYEE BENEFITS &amp; EXPENSE REIMBURSEMENT.\n\n     A. Executive shall be eligible to participate in all employee benefit plans\nand  compensation  and  perquisite  programs  generally  made  available  to the\nCompany's  executives  and\/or salaried  employees from time to time,  including,\nwithout limitation,  group life insurance, medical and dental insurance, welfare\nbenefit plans, paid holidays, and such other benefits that the Company generally\nmakes  available to its  executives.  Executive  shall be entitled to, and shall\naccrue,  paid vacation during the Employment Period at the rate of at least four\n(4) weeks per year.\n\n     B. In  addition  to the  foregoing,  Executive  shall  be  entitled  to the\nfollowing additional benefits:\n\n          1. Reasonable  relocation expenses will be reimbursed or paid directly\n     by the  Company,  with  definition  of  benefits  acceptable  to  Executive\n     including  moving costs from  Executive's out of state homes and associated\n     storage costs.\n\n          2. Executive shall be entitled to, and Company will pay for, all first\n     class travel of Executive in the performance of his duties or in connection\n     with  travel  to  and  from  Executive's  second  home  or  homes,  and  of\n     Executive's  immediate  family members  between Las Vegas,  Nevada and such\n     second home or homes.\n\n          3. Executive's  entertainment  expenses incurred in the performance of\n     his duties shall be reimbursed by the Company.\n\n          4. Company  shall cover the mortgage  costs,  broker and closing costs\n     and other  reasonable  expenses  associated with  Executive's  home in Palo\n     Alto, California for up to one year or until such home is rented or sold by\n     Executive, whichever is sooner.\n\n          5. Complete  comprehensive family medical, eye and dental coverage for\n     Executive,  Grayson Clemmer,  Danielle Alexandra, and any other dependents,\n     with physicians of Executive's choice.\n\n          6. Life insurance  policy  acceptable to Executive on Executive's life\n     with  benefits  of at least  $3,000,000,  with  beneficiaries  selected  by\n     Executive,  the cost of which shall be borne solely by the Company and paid\n     in full.\n\nV. CONFIDENTIAL &amp; PROPRIETARY INFORMATION.\n\n     Executive shall execute, not later than seven (7) business days after being\nrequested  by the Company,  the  Company's  form  confidential\/proprietary\/trade\nsecret information,  non-disclosure  and\/or inventions assignment agreement (the\n\"Employee Confidentiality and Intellectual Property Agreement\") and shall comply\nat all relevant times with such agreement.\n\nVI. STOCK OPTIONS.\n\n     The Company will issue to Executive options (collectively, \"Stock Options\")\nto acquire up to 1,050,000  shares of the Company's  Common Stock  (\"Shares\") in\naccordance  herewith and otherwise under the 1999 Stock Plan of PurchasePro.com,\nInc.  (the \"Plan\"),  with such terms and  conditions as are set forth in a stock\noption agreement or stock option agreements between Executive and the Company in\nthe form  attached  hereto as Exhibit A,  including  with respect to vesting and\nexercise  thereof and such other  provisions as set forth  therein.  The Company\nhereby  acknowledges  and agrees that the foregoing is expressly  subject to the\ncovenants set forth in Section III.F.\n\nVII. TERMINATION OF EMPLOYMENT.\n\n     Executive's  employment  shall  be  terminable  pursuant  to the  following\nprocedures:\n\n     A. Death. Upon Executive's death,  Executive's employment shall immediately\nand automatically terminate.\n\n     B. Disability.  Executive's  employment may be terminated by the Company at\nany time, upon written notice, due to Executive's  Disability.  Such termination\nshall be effective  immediately  upon such notice,  or on such  prospective date\nspecified in such notice. For the purpose of this Agreement,  \"Disability\" means\nExecutive's  inability,  either  with or without  reasonable  accommodation,  by\nreason of any physical or mental injury, illness or impairment, to substantially\nperform  the  essential  functions  required of him under this  Agreement  for a\nperiod of ninety (90) or more consecutive days.\n\n     C. Cause.  Executive's  employment  may be terminated by the Company at any\ntime, upon written notice, for Cause (as defined herein below). Such termination\nshall be effective  immediately  upon such notice,  or on such  prospective date\nspecified in such notice.  For the purpose of this Agreement,  \"Cause\" means any\nof the following reasons: (a) Executive's conviction of a felony offense; or (b)\nthe Company's good faith and indisputable  determination that: (1) the Executive\nhas  intentionally  engaged  in an act of theft,  fraud,  embezzlement  or other\nmisconduct against the Company, its property or funds, or intentional  dishonest\nconduct  with  respect to the  Company,  or any vendor,  partner,  affiliate  or\ncustomer of the Company,  which has a material  adverse  effect on the Company's\nbusiness or operations;  or (2) the Executive has  intentionally  and materially\nbreached  this  Agreement  or  the  Employee  Confidentiality  and  Intellectual\nProperty  Rights  Agreement to which  Executive and the Company are parties (but\nonly if such  breach has not been cured by  Executive  within  thirty  (30) days\nafter receipt of written notice from the Company of such breach  together with a\nwritten description of the full particulars thereof).\n\n     D.  Without  Cause.  Executive's  employment  under this  Agreement  may be\nterminated without Cause:\n         \n\n          1. By the  Company at any time for any reason  (excluding  Executive's\n     death or Disability,  or for Cause),  by giving Executive written notice of\n     such termination; or\n\n          2. By  Executive,  at any time for any reason,  by giving the Company,\n     through the Chairman of the Compensation  Committee of the Board and a copy\n     to the Company's Vice President of Human Resources,  written notice of such\n     termination.\n\n     E.  Obligation  of Company  upon Any  Termination.  Except as  specified in\nSection VIII,  below,  upon termination of Executive's  employment,  the Company\nshall only be required:\n\n          1. to pay  Executive  (or his  estate)  any  unpaid  base  salary  for\n     services   rendered,   for  all  accrued  but  unused   vacation   and  any\n     bonus\/incentive compensation,  earned by Executive through the date of such\n     termination;\n\n          2. to allow Executive and\/or his dependents to continue  participation\n     only in those health benefits in which Executive  and\/or his dependents are\n     entitled  to  participate  pursuant  to the  terms  and  conditions  of the\n     Consolidated  Omnibus  Budget   Reconciliation  Act  of  1985,  as  amended\n     (\"COBRA\"): and\n\n          3. to allow  Executive  (or his  estate) to enjoy the  benefits of his\n     vested Stock  Options,  if any,  subject to the terms and  conditions  then\n     applicable to those Stock Options as set forth in any agreement(s) pursuant\n     to which Executive is granted such Stock Options,  or any addendum or stock\n     acceleration waiver with respect thereto, and in addition to any such terms\n     and  conditions,  Executive  (or his  estate)  would be allowed to exercise\n     Executive's  vested  options  during  the time  period set forth in, and in\n     accordance  with,  any such  agreement(s)  pursuant to which  Executive  is\n     granted Stock Options.\n\nVIII. SEVERANCE.\n\n     A.  Involuntary  Termination.  For  purposes  of this  Agreement,  the term\n\"Involuntary   Termination\"   shall  include  any   termination  of  Executive's\nemployment by reason of Executive's  death or Disability,  and the occurrence of\nany of the following:\n\n          1. The Company  terminates  Executive's  employment  for reasons other\n     than Cause; or\n\n          2. Executive  voluntarily  resigns from the Company for any one of the\n     following reasons (\"Good Reason\"):\n\n               a. The Company's  breach of any of its  obligations  to Executive\n          under this  Agreement  which  breach is not cured  within  thirty (30)\n          days' written notice of such breach to the Company from Executive;\n\n               b. The Company changes  Executive's title,  working conditions or\n          duties such that Executive's powers,  duties or working conditions are\n          diminished, reduced or otherwise changed to include powers, duties, or\n          working conditions which are not generally consistent with Executive's\n          title,  continuing  after written notice to the Company from Executive\n          and thirty (30) days to cure;\n\n               c. The Company relocates  Executive's primary place of employment\n          outside of the Las Vegas metropolitan area; or\n\n               d.  The  deterioration  of  Executive's   relationship  with  the\n          Company's  Board  of  Directors,   Chairman,  President  and\/or  Chief\n          Operating  Officer (if  Executive  does not serve in such  capacity at\n          such time), which determination shall be made by Executive in his sole\n          discretion,   so  as  to   make   the   performance   of   Executive's\n          responsibilities  impossible or impracticable,  which is not rectified\n          to  Executive's  reasonable  satisfaction  within  thirty  (30)  days'\n          written notice thereof to the Company from Executive.\n\n               e.  The  Company  issues  grants  of  stock   options,   or  pays\n          compensation in the form of salary,  bonus or other  remuneration,  to\n          any other  employee  in excess of that  granted or paid to  Executive,\n          except as may be granted or paid as sales commission, continuing after\n          written  notice to the Company from  Executive and thirty (30) days to\n          cure.\n\n     B.  Severance  Benefits.  In  the  event  of his  Involuntary  Termination,\nExecutive shall be entitled to the following:\n\n          1.  Severance   Payment.  A  lump  sum  payment  equal  to  two  times\n     Executive's  base salary in effect for Executive under Section III.A above,\n     just prior to the time of the act or omission  resulting in his Involuntary\n     Termination,  payable in full within  thirty (30) days of such  Involuntary\n     Termination.  Such lump sum payment shall be subject to all  applicable tax\n     withholding requirements.\n\n     2. Bonus\/Incentive Compensation Continuation. To the extent not yet paid to\nExecutive,  payment of (a) any  guaranteed  bonus  payments  as set forth in the\nfirst  sentence of Section  III.C.  for each of (i) the year  within  which such\nInvoluntary  Termination  occurs,  (ii) the following year, and (iii) a prorated\namount  for  such  portion  of the year  thereafter  determined  by  multiplying\n$200,000  by a fraction  the  numerator  of which is the number of days  elapsed\nduring such year as of the second  anniversary  of the date of such  Involuntary\nTermination and the denominator of which is 365, plus (b) the greater of (i) two\n(2) times the most recent bonus paid under Section III.C.  above  (excluding the\nfirst  sentence  thereof) on an  annualized  basis (such that if the most recent\nbonus paid thereunder  represents a bonus for less than a full year, such amount\nshall be increased proportionally for purposes hereof as if such bonus were paid\nat the same rate for the full  year),  or (ii) for the year  within  which  such\nInvoluntary  Termination  occurs, the full annual  bonus\/incentive  compensation\npotential  in effect for  Executive  for such year just prior to the time of the\nact or omission  resulting  in his  Involuntary  Termination  as set forth under\nSection  III.C  above   (excluding  the  first  sentence   thereof),   currently\n$1,000,000. Such bonus\/incentive  compensation payment shall be made in a single\nlump sum payment not later than  thirty  (30) days after the  effective  date of\nExecutive's Involuntary Termination,  and shall be subject to all applicable tax\nwithholding requirements.\n\n          3. Health Plan and Life Insurance  Coverage.  Continued coverage under\n     Executive's life insurance policy referred to in Section IV.B.6., and under\n     the Company's  group health plans,  without  charge,  for Executive and his\n     eligible  dependents  upon his election to receive such continued  coverage\n     under COBRA,  in such manner as existed  prior to  Executive's  Involuntary\n     Termination.  Such  Company-paid  coverage shall continue until the earlier\n     of:  (i) the  expiration  of the two (2)  year  period  measured  from  the\n     effective date of Executive's  Involuntary  Termination,  or (ii) the first\n     date on which Executive is covered under another  employer's health plan(s)\n     without exclusion for any pre-existing medical condition.\n\n     C. Limitations on Severance Benefits.\n                  \n\n          1. The  benefits  provided  Executive  under this Section VIII are the\n     only severance benefits to which Executive is entitled under this Agreement\n     upon the  termination  of his  employment  with the  Company,  and no other\n     severance  benefits shall be provided to Executive by the Company  pursuant\n     to any other  severance plan or program of the Company (or of its parent or\n     subsidiary or related company).\n\n          2.  In the  event  Executive  of any  confirmed  breach  of any of his\n     obligations under Sections V or IX of this Agreement,  as determined by the\n     dispute resolution procedures set forth in this Agreement (and with respect\n     to any breach of Executive's  obligations under Section IX, which breach is\n     not cured  within  thirty  (30)  days'  written  notice  of such  breach to\n     Executive from the Company):\n\n               a. Executive shall cease to be entitled to any severance benefits\n          otherwise to be provided under Section VIII.B; and\n\n               b. the  Company  shall  be  entitled  to take any and all  action\n          necessary to pursue legal and equitable  remedies  against  Executive;\n          provided, however, this Agreement will remain in full force and effect\n          notwithstanding any such action by the Company.\n\nIX. RESTRICTIVE COVENANTS.\n\n     During the Employment Period and for a period that is not less than one (1)\nyear after the  termination of Executive's  employment for any reason other than\ndeath, Executive shall be subject to the following restrictive covenants:\n\n     A.  Executive  shall not  directly or  indirectly  encourage or solicit any\nemployee,  consultant  or  independent  contractor  to leave the  employment  or\nservice of the Company,  or of its parent or subsidiary or related company,  for\nany reason or interfere in any other manner with such  relationships at the time\nexisting  between the Company (or its parent or subsidiary  or related  company)\nand its employees, consultants and independent contractors.\n\n     B. Executive shall not directly or indirectly solicit any customer, vendor,\nsupplier,  licensor,  licensee or other business  affiliate of the Company or of\nits parent or subsidiary or related  company;  or directly or indirectly  induce\nany such person to terminate its existing business relationship with the Company\n(or its parent or  subsidiary  or related  company)  or  interfere  in any other\nmanner  with any  existing  business  relationship  between  the Company (or its\nparent  or  subsidiary  or  related  company)  and any  such  customer,  vendor,\nsupplier, licensor, licensee or other business affiliate.\n\n     C. Executive shall not serve as an employee,  agent,  consultant,  advisor,\nindependent  contractor,   general  partner,  officer,  director,   stockholder,\ninvestor, lender or guarantor, or in any other capacity, directly or indirectly,\nof or for any  corporation,  partnership  or other  entity,  to the  extent  any\nmaterial  portion of the  business  of such  corporation,  partnership  or other\nentity is  related  to the  research  or  development  with  respect  to, or the\nmarketing or sale of, any products or services for the carrying on of electronic\ncommerce  transactions using technology or technologies similar in the design or\nfunctionality   to  the  proprietary   technology  of  the  Company   (hereafter\ncollectively referred to as a \"Business\") in the United States or throughout the\nworld, nor shall Executive permit the use of Executive's name in connection with\nany Business.\n\n     D.   Notwithstanding   the  foregoing,   Executive  may  own,  directly  or\nindirectly,  solely as an  investment,  up to five  percent (5%) of any class of\n\"publicly   traded   securities\"   of  any  business  that  is   competitive  or\nsubstantially  similar to the  Businesses or any person who owns a business that\nis competitive or  substantially  similar to the Businesses.  The term \"publicly\ntraded  securities\"  shall  mean  securities  that  are  traded  on  a  national\nsecurities exchange or listed on the NASDAQ Stock Market or Bulletin Board.\n\n     E. The parties agree that if any of the foregoing  restrictive covenants is\nfound by a court to be  unreasonable,  the court  shall  reduce  and limit  such\ncovenants to such area,  scope or period as shall be deemed  reasonable  and the\nparties shall comply with such reductions and limitations.\n\n     F.  Executive  hereby   acknowledges  that  monetary  damages  may  not  be\nsufficient to compensate the Company for any economic loss which may be incurred\nby  reason  of  Executive's  breach  of  the  foregoing  restrictive  covenants.\nAccordingly,  in the event of any such breach, the Company shall, in addition to\nthe  termination of this Agreement and any remedies  available to the Company at\nlaw,  be  entitled  to  obtain  equitable  relief  in the form of an  injunction\nprecluding  Executive from  continuing  such breach,  or in the form of a decree\nrequiring specific performance of the covenants set forth herein.\n\nX. MISCELLANEOUS.\n\n     A.  Governing  Law. This  Agreement  shall be construed and  interpreted in\naccordance  with the laws of the State of Nevada without regard to its choice of\nlaw rules.\n\n     B. Severability; Judicial Modification. Should any provision, or portion of\na provision,  of this Agreement  become or be deemed  unenforceable by reason of\nthe scope,  extent or duration of its  coverage,  then such  provision  shall be\ndeemed amended to the extent  necessary to conform to applicable law so as to be\nvalid and enforceable.  Should any provision, or portion of a provision, of this\nAgreement be deemed  unenforceable for any other reason,  such  unenforceability\nwill not  affect  any  other  provision,  or  portion  of a  provision,  of this\nAgreement  and  this  Agreement  shall  be  construed  as if such  unenforceable\nprovision, or portion of provision, had never been contained herein.\n\n     C. Remedies.  Except as otherwise  provided herein, all rights and remedies\nprovided  pursuant to this Agreement or by law shall be cumulative,  and no such\nright or remedy shall be  exclusive of any other.  A party may pursue any one or\nmore rights or remedies hereunder or may seek damages or specific performance in\nthe event of another party's breach  hereunder or may pursue any other available\nremedy.\n\n     D.  Arbitration.  Any and all disputes  between  Executive  and the Company\nwhich arise out of Executive's  employment  under the terms of this Agreement or\nthe termination of such employment  shall be resolved  through final and binding\narbitration. Such disputes shall include, without limitation,  disputes relating\nto this  Agreement,  Executive's  employment  by the Company or the  termination\nthereof,  claims for breach of contract or breach of the  covenant of good faith\nand fair dealing,  and any claims of  discrimination or other claims under Title\nVII of the Civil Rights Act of 1964, the Age  Discrimination  in Employment Act,\nthe Americans With Disabilities Act, or any other federal, state or local law or\nregulation now or later in concerning Executive's employment with the Company or\nits termination. The only claims not covered by this Agreement are:\n\n          1. Executive's claims for benefits under the worker's  compensation or\n     unemployment insurance laws, which will be resolved pursuant to those laws;\n     and\n\n          2. Any claims by the Company or by Executive  arising from or relating\n     to Section V or Section IX of this Agreement.\n\nBinding arbitration will be conducted in accordance with existing procedures for\nresolution or employment disputes of the American Arbitration Association in the\nlargest  metropolitan  area within one hundred (100) miles of  Executive's  most\nrecent  principal  residence.  Each  party will  share  equally  the cost of the\narbitration  filing and hearing fees,  and the cost of the  arbitrator,  and the\nprevailing party shall be entitled to recover his\/its reasonable  attorneys fees\nand costs incurred with respect to the arbitration.  The parties  understand and\nagree that the  arbitration  shall be instead of any civil  litigation  and that\neach is waiving the right to a jury trial as to such claims. The parties further\nunderstand and agree that the  arbitrator's  decision shall be final and binding\nto the fullest  extent  permitted  by law and  enforceable  by any court  having\njurisdiction thereof.\n\n     E. Assignment;  Successors. This Agreement may not be assigned by Executive\nwithout the Company's  written  consent.  This Agreement shall be binding on the\nheirs,  executors,  administrators,  personal  representatives,  successors  and\nassigns of Executive and the Company.\n\n     F.  Counterparts.   This  Agreement  may  be  executed  in  more  than  one\ncounterpart,  each of  which  shall  be  deemed  an  original,  but all of which\ntogether shall constitute but one and the same instrument.\n\n     G.  Changes to  Agreement.  This  Agreement  may only be changed by another\nwritten  agreement signed by Executive and an authorized  officer of the Company\nother than Executive.\n\n     H. Notices.  Any and all notices under this Agreement,  including notice of\nchange of address,  shall be in writing and shall be deemed given when delivered\npersonally, when received by overnight delivery, or three (3) days after deposit\nin the United States mail,  certified or  registered,  postage  prepaid,  return\nreceipt requested, addressed to the party to whom such notice is being given.\n\n          1. To the Company:  To the Chairman of the  Compensation  Committee of\n     the Board,  with a copy to the Company's Vice President of Human Resources,\n     at each such person's principal place of employment with the Company.\n\n          2. To Executive:  To the Executive at his  residential  address in the\n     Company's books and records, with a copy to counsel designated by Executive\n     in writing to the Company from time to time.\n\n     I.  Complete   Agreement:   There  are  no  promises,   representations  or\ncommitments  made between  Executive  and the Company that do not appear in this\nAgreement.  This  Agreement  supersedes,  cancels and replaces any and all prior\nverbal and written  agreements between Executive and the Company arising from or\nrelating to the subject  matters  covered  (including but not limited to any and\nall offer letters,  employment,  termination,  change in control,  severance and\ncompensation  agreement)  except the following  which shall remain in full force\nand effect in accordance with their respective terms:\n\n          1. The  Company's  Employee  Proprietary  Information  and  Inventions\n     Agreement or other  confidential\/proprietary\/trade  secret  information and\n     inventions assignment agreements entered from time to time by Executive and\n     the Company; and\n\n          2. Any stock  option grant  notice or stock  option  agreement,  stock\n     purchase\/issuance  agreements,  addenda  to stock  option\/purchase\/issuance\n     agreement(s), and\/or stock acceleration waiver entered from time to time by\n     Executive and the Company.\n\n\nDated: _______________________________  PurchasePro.com, Inc.\n       \n\n\n                                        By ____________________________________\n                                                       \n\n                                        Title:_________________________________\n\n\n\nDated:________________________________  Executive\n\n\n                                        _______________________________________\n                                        Richard L. Clemmer\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-39872","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\/39872","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=39872"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39872"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39872"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39872"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}