{"id":40202,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/notice-of-stock-option-grant-purchasepro-com-inc-and-richard.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"notice-of-stock-option-grant-purchasepro-com-inc-and-richard","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/notice-of-stock-option-grant-purchasepro-com-inc-and-richard.html","title":{"rendered":"Notice of Stock Option Grant &#8211; PurchasePro.com Inc. and RIchard Clemmer"},"content":{"rendered":"<pre>                          NOTICE OF STOCK OPTION GRANT\n                            UNDER THE 1999 STOCK PLAN\n                            OF PURCHASEPRO.COM, INC.\n\n     You have been  granted the  following  option to purchase  Common  Stock of\nPurchasePro.Com,   Inc.   (the   \"Company\")   under  the  1999   Stock  Plan  of\nPurchasePro.com, Inc. (the \"Plan\"):\n\nName of Optionee:  Richard Clemmer\n\nTotal Number of Option Shares Granted:  750,000\n\nType of Option:  Nonstatutory Stock Option\n\nExercise Price Per Share:  $1.15\n\nGrant Date: June 25, 2001\n\n     By your signature and the signature of the Company's  representative below,\nyou and the Company  agree that this option is granted under and governed by the\nterm and conditions of the Plan and this Stock Option  Agreement,  both of which\nare attached to and made a part of this document.\n\nOPTIONEE:                                PURCHASEPRO.COM, INC.\n\n\n                                                             \n______________________________________   By: ___________________________________\nRichard L. Clemmer\n\n\n                                         Title:_________________________________\n\n\n\n\n\n                             STOCK OPTION AGREEMENT\n                             FOR THE 1999 STOCK PLAN\n                            OF PURCHASEPRO.COM, INC.\n\n\nTAX TREATMENT           This option does not qualify as an incentive stock\n                        option under Section 422 of the Internal Revenue Code of\n                        1986, as amended (the \"Code\") and will therefore receive\n                        tax treatment as a nonqualified stock option (an \"NSO\").\n\nVESTING                 The shares covered by your option will vest and become\n                        exercisable as follows:  100,000 shares shall vest\n                        immediately; 300,000 shares shall vest on November 15,\n                        2001; 200,000 shares shall vest on May 15, 2002; and\n                        150,000 shares shall vest on May 15, 2003.  \n                        Notwithstanding the foregoing, the shares covered by \n                        this option will immediately become fully vested and\n                        exercisable upon the occurrence of any Involuntary\n                        Termination, as defined in that certain Executive \n                        Employment Agreement, dated June ______, 2001, between\n                        you and the Company (the \"Employment Agreement\"), of\n                        your employment with the Company.\n\nTERM                    Except as otherwise provided below, your option expires\n                        on the tenth anniversary of the Grant Date.\n\nTERMINATION FOR         If your employment is terminated in any manner other\nCAUSE                   than an Involuntary Termination, then this option will\n                        expire 90 days after the effective date of your \n                        termination of employment.\n\nOTHER TERMINATIONS      If your employment is terminated as a result of an\n                        Involuntary Termination, then this option will expire at\n                        the close of business at Company headquarters on the \n                        date 12 months after the effective date of your \n                        termination of employment.\n\nLEAVES OF ABSENCE       For purposes of this option, your service does not \n                        terminate when you go on a military leave, a sick leave\n                        or another bona fide leave of absence, if the leave was\n                        approved by the Company in writing and if continued\n                        crediting of service is required by the terms of the \n                        leave or by applicable law. But your service terminates\n                        when the approved leave ends, unless you immediately\n                        return to active work.\n\nRESTRICTIONS ON         The Company will not permit you to exercise this option\nEXERCISE                if the issuance of shares at that time would violate any\n                        law or regulation.\n\nNOTICE OF EXERCISE      When you wish to exercise this option you must notify\n                        the Company by completing the attached \"Notice of \n                        Exercise of Stock Option\" form and filing it with the \n                        Human Resources Department of the Company. The notice \n                        will be effective when the Company receives it. If\n                        someone else wants to exercise this option after your\n                        death, that person must prove to the Company's \n                        satisfaction that he or she is entitled to do so.\n\nFORM OF PAYMENT         When you submit your notice of exercise, you must \n                        include payment of the option exercise price for the\n                        shares you are purchasing. You may purchase the shares\n                        in any of the following forms:\n\n                        o Personal check, a cashier's check or a money order.\n\n                        o Shares of Company stock which have been owned by you\n                          or your representative for more than 12 months and\n                          which are surrendered to the Company in good form for\n                          transfer.\n\n                        o By delivering on a form approved by the Committee of\n                          an irrevocable direction to a securities broker\n                          approved by the Company to sell all or part of your\n                          option shares and to deliver to the Company from the\n                          sale proceeds in an amount sufficient to pay the \n                          option exercise price and any withholding taxes. The\n                          balance of the sale proceeds, if any, will be \n                          delivered to you.\n\nWITHHOLDING TAXES       You will not be allowed to exercise this option unless\nAND STOCK               you make arrangements acceptable to the Company to pay \nWITHHOLDING             any withholding taxes that may be due as a result of the\n                        option exercise. These arrangements may include \n                        withholding shares of Company stock that otherwise would\n                        be issued to you when you exercise this option. The \n                        value of these shares, determined as of the effective\n                        date of the option exercise, will be applied to the \n                        withholding taxes.\n\nRESTRICTIONS ON         By signing this Agreement, you agree not to sell any \nRESALE                  option shares at a time when applicable laws, Company\n                        policies or an agreement between the Company and its\n                        underwriters prohibit a sale. This restriction will \n                        apply as long as you are an employee, consultant or \n                        director of the Company or a subsidiary of the Company.\n\nTRANSFER OF OPTION      Prior to your death, only you can exercise this option.\n                        You cannot transfer or assign this option. For instance,\n                        you may not sell this option or use it as security for a\n                        loan.  If you attempt to do any of these things, this \n                        option will immediately become invalid.  You may in any \n                        event dispose of this option in your will.  Regardless \n                        of any marital property settlement agreement, the \n                        Company is not obligated to honor a notice of exercise \n                        from your former spouse, nor is the Company obligated to\n                        recognize your former spouse's interest in your option\n                        in any other way.\n\nRETENTION RIGHTS        Neither your option nor this Agreement gives you the\n                        right to be retained by the Company or a subsidiary of\n                        the Company in any capacity. The Company and its \n                        subsidiaries reserve the right to terminate your service\n                        at any time, with or without cause.\n\nSTOCKHOLDER RIGHTS      You, or your estate or heirs, have no rights as a \n                        stockholder of the Company until you have exercised this\n                        option by giving the required notice to the Company and\n                        paying the exercise price. No adjustments are made for\n                        dividends or other rights if the applicable record date\n                        occurs before you exercise this option, except as\n                        described in the Plan.\n\nADJUSTMENTS             In the event of a stock split, a stock dividend or a\n                        similar change in Company stock, the number of shares\n                        covered by this option and the exercise price per share\n                        may be adjusted pursuant to the Plan.\n\nAPPLICABLE LAW          This Agreement will be interpreted and enforced under\n                        the laws of the State of Nevada (without regard to their\n                        choice-of-law provisions).\n\nTHE PLAN AND OTHER      The text of the Plan is incorporated in this Agreement\nAGREEMENTS              by reference. This Agreement and the Plan constitute the\n                        entire understanding between you and the Company \n                        regarding this option. Any prior agreements, commitments\n                        or negotiations concerning this option are superseded. \n                        Only another written agreement, signed by both parties \n                        may amend this Agreement.\n\n\n                  BY SIGNING THE COVER SHEET OF THIS AGREEMENT,\n                  YOU AGREE TO ALL OF THE TERMS AND CONDITIONS\n                        DESCRIBED ABOVE AND IN THE PLAN.\n\n\n\n\n\n\n\n                    1999 STOCK PLAN OF PURCHASEPRO.COM, INC.\n                       NOTICE OF EXERCISE OF STOCK OPTION\n\n\nOPTIONEE INFORMATION:\nName:    _________________________________ Social Security Number:_____________\nAddress: _________________________________ Phone Number (Work):   _____________\n         _________________________________ Phone Number (Home):   _____________\n\nOPTION INFORMATION:\n\nDate of Grant: __________________________  Type of Option:  ___ Nonstatutory\n                                                  \nExercise Price per Share: $______________                   ___ Incentive\n\nTotal Number of Shares of Common Stock of PurchasePro.com,  Inc. (the \"Company\")\ncovered by option: _____________ Shares\n\nEXERCISE INFORMATION\n\nNumber of shares of Common Stock of the Company for which option is being\nexercised now: ______________ Shares (These shares are referred to below as the\n\"Purchased Shares\")\n\nTotal Exercise Price for the Purchased Shares: $ ___________\n\nForm of payment enclosed (Check all that apply):\n\n___ Check for $________ made payable    ___ Certificate(s) for ________shares of\n    to \"PurchasePro.com, Inc.\"              the Common Stock of the Company that\n                                            I have owned for at least twelve \n                                            months or have purchased in the open\n                                            market. (These shares will be valued\n                                            as of the effective date of Option \n                                            exercise.)\n\nName(s) in which the Purchased Shares should be registered [YOU MUST CHECK ONE]:\n\n\n___ In my name only\n\n___ In the names of my spouse and           My spouse's name(if applicable)\n    myself as community property \n\n___ In the names of my spouse and           __________________________________\n    myself as joint tenants with\n    right of survivorship\n\n\n\n\n\nThe certificate for the Purchased Shares should be sent to the following\naddress:\n                ______________________________________\n                ______________________________________\n                ______________________________________\n                ______________________________________\n\n\nSpecial Request(s):\n\n_______________________________________________________________________________\n_______________________________________________________________________________\n_______________________________________________________________________________\n\n\nACKNOWLEDGEMENTS:\n\n1.   I understand  that all sales of Purchased  Shares are subject to compliance\n     with  the  Company's  policy  on  securities  trades.  \n2.   In the case of a nonstatutory  option,  I understand  that I must recognize\n     ordinary  income  equal to the spread  between the fair market value of the\n     stock on the date of exercise and the exercise price. I further  understand\n     that I am required to pay  withholding  taxes at the time of  exercising  a\n     nonstatutory  option.  \n3.   I hereby  acknowledge  that I  received  and read a copy of the  prospectus\n     describing the Company's 1999 Stock Incentive Plan and the tax consequences\n     of an exercise.\n\n\nSIGNATURE:                                     DATE:\n\n\n____________________________________________   ________________________________\n\n\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-40202","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\/40202","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=40202"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40202"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40202"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40202"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}