Sample Business Contracts

Employment Agreement [Amendment No. 3] - Enron Corp and Jeffrey K. Skilling

Employment Forms

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     This Agreement, made and entered into on this 7th day
of February, 2000, and made effective as of February 7,
2000, by and between Enron Corp., (Employer") and Jeffrey K.
Skilling ("Employee"), is an amendment to that certain
Employment Agreement between the parties entered into and
made effective on January 1, 1996 (the "Employment

     WHEREAS, the parties desire to amend the Employment
Agreement as provided herein;

     NOW, THEREFORE, for and in consideration of the
covenants contained herein, and for other good and valuable
considerations, the parties agree as follows:

     1.  Effective December 31, 1996, the Employment
Agreement was assigned by Enron North America Corp. f/k/a
Enron Capital & Trade Resources Corp. to Enron Corp.
Effective December 31, 1996, Enron Corp. assumed the
Employment Agreement.  Any reference to Employer in the
Employment Agreement shall mean Enron Corp.  Employee
consents to such assignment and assumption, and releases
Enron North America Corp. f/k/a Enron Capital & Trade
Resources Corp. from every obligation under the Employment
Agreement.  Enron Corp. assumes every obligation of Enron
North America Corp. f/k/a Enron Capital & Trade Resources
Corp. under the Employment Agreement

     2.  Article 1:  Employment and Duties: Section 1.1
shall be deleted in its entirety and the following inserted
in its place:

          "1.1 The term of employment under this Agreement
shall be for eight years, from January 1, 1996 to December
31, 2003 (the "Term").  Employer agrees to employ Employee,
and Employee agrees to be employed by Employer, beginning as
of January 1, 1996, and continuing through December 31,
2003, subject to the terms and conditions of this

     3.  Article 2, Section 2.3 (d) shall be deleted and the
following Section 2.3 (d) shall be inserted in its place:

          "(d) Employer shall loan to Employee the sum of 4
          Million Dollars ($4,000,000.00) which shall accrue
          interest at the October 1997 mid-term Applicable
          Federal Rate (AFR) of 6.24%, compounded semi-
          annually until maturity date of December 31, 2001.
          To date, Employee has repaid 2 Million Dollars.
          The outstanding amount of 2 Million Dollars shall
          be forgiven by Employer if Employee fully performs
          all duties and responsibilities expected of him in
          his position and under this Agreement through
          December 31, 2001.  Employee shall be responsible
          for 100% of the loan interest.  In the event
          Employee voluntarily terminates his employment or
          is terminated for cause prior to December 31,
          2001, the entire loan and interest shall be due
          and payable."

     4.   Article 3, Section 3.2 is hereby deleted and the
          following inserted in its place:

  "Employee shall have the right to terminate the
  employment relationship under this Agreement at any time
  prior to the expiration of the Term of employment for any
  of the following reasons:

          (i)  Employee is required by Employer to be
          permanently relocated to a city more than 50 miles
          from the Houston area or Employee is transferred
          or assigned from Employee's present position to a
          position which involves an overall substantial and
          material reduction in the nature or scope of
          Employee's duties and responsibilities as
          President and Chief Operating Officer of Employer
          and within sixty days after such relocation or
          transfer or assignment Employee provides Employer
          with a written notice that such relocation or
          transfer or assignment has occurred and that
          Employee intends to terminate the employment
          relationship under this provision, and thereafter
          such relocation or transfer or assignment is not
          corrected by Employer within thirty days;

          (ii) by December 31, 2000, the members of the
          Board of Directors of Employer and Employee have
          not mutually agreed upon an acceptable employment
          position and terms for Employee for the remaining
          portion of the Term of this Agreement;

          (iii)     a Change of Control (as such term is
          defined in Section 3.5 hereof);

          (iv) any other material breach by Employer of any
          material provision of this Agreement which remains
          uncorrected for 30 days following written notice
          of such breach by Employee to Employer; or

          (v)  for any other reason whatsoever, in the sole
          discretion of Employee.

          The termination of Employee's employment by
          Employee prior to the expiration of the Term shall
          constitute an "Involuntary Termination" if made
          pursuant to Section 3.2(i), 3.2 (ii), Section 3.2
          (iii), or 3.2(iv); the effect of such termination
          is specified in Section 3.5.  The termination of
          Employee's employment by Employee prior to the
          expiration of the Term shall constitute a "Volun
          tary Termination" if made pursuant to Section
          3.2(v); the effect of such termination is
          specified in Section 3.3."

     5.  Article 3, Section 3.5 is hereby deleted in its
entirety and the following inserted in its place:

  "Upon an Involuntary Termination of the employment
  relationship by either Employer or Employee prior to the
  expiration of the Term, Employee shall be entitled, in
  consideration of Employee's continuing obligations
  hereunder after such termination (including, without
  limitation, Employee's non-competition obligations), to
  receive the following:

               a.all outstanding awards under the Enron Corp. stock
                 plans (with the exception of the stock option grant of
                 November 16, 1999, Grant No. 122028) will vest;

               b.Employee will have the lesser of three (3)
                 years or the term of the option to
                 exercise vested options;

               c.Employer shall pay the remainder of
                 premiums related to the $8 million Split
                 Dollar Policy No. 11 502 764 issued May
                 27, 1997 under the Split Dollar Agreement
                 between Enron Corp., Jeffrey K. Skilling,
                 and Mark David Skilling, Trustee of the
                 Jeffrey Keith Skilling Family 1996 Trust
                 entered into and effective May 23, 1997;

               d. Employee shall receive a lump sum payment for each full
                  calendar year of the remaining Term of this Agreement equal
                  to the total of Employee's 2000 annual base salary of
                  $850,000.00, Employee's 1999 bonus payable in 2000 of
                  $3,000,000.00 and the 2000 long-term grant value of
                  $7,000,000.00; and

               e. If an Involuntary Termination of Employee occurs prior
                  to December 31, 2001, said 2 million dollar loan described
                  at Section 2.3 (d) will be forgiven upon such termination.

         Employee shall not be under any duty or obligation
         to seek or accept other employment following
         Involuntary Termination and the amounts due
         Employee hereunder shall not be reduced or
         suspended if Employee accepts subsequent
         employment.  Employee's rights under this Section
         3.5 are Employee's sole and exclusive rights
         against Employer, Enron, or their affiliates, and
         Employer's sole and exclusive liability to
         Employee under this Agreement, in contract, tort,
         or otherwise, for any Involuntary Termination of
         the employment relationship.  Employee covenants
         not to sue or lodge any claim, demand or cause of
         action against Employer for any sums for Involun
         tary Termination other than those sums specified
         in this Section 3.5.  If Employee breaches this
         covenant, Employer shall be entitled to recover
         from Employee all sums expended by Employer
         (including costs and attorneys fees) in connection
         with such suit, claim, demand or cause of action."

     4.  Article 3, Sections 3.6 is hereby deleted in its
     entirety and the following is inserted in its place:

               "3.6.     Upon the termination of the
               employment relationship as a result of
               Employee's death, Employee's heirs,
               administrators, or legatees shall be entitled
               to the compensation and benefits described at
               Section 3.5."

     5.   Article 3, Section 3.7 is hereby deleted in its
       entirety and the following is inserted in its place:

               "3.7.     Upon termination of the employment
               relationship as a result of Employee becoming
               disabled, Employee shall be entitled to the
               compensation and benefits described at
               Section 3.5."

     6.   Article 6, Section 6.2 is hereby deleted in its
       entirety and the following inserted in its place:

               "6.2 As part of the consideration for the
               compensation and benefits to be paid to
               Employee hereunder, in keeping with
               Employee's duties as a fiduciary and in order
               to protect Employer's interests in the
               confidential information of Employer and the
               business relationships developed by Employee
               with the clients and potential clients of
               Employer, and as an additional incentive for
               Employer to enter into this Agreement,
               Employer and Employee agree to the non-
               competition provisions of this Article 6.
               Employee agrees that during the period of
               Employee's non-competition obligations
               hereunder, Employee will not, directly or
               indirectly for Employee or for others, in any
               geographic area or market where Employer or
               any of its affiliated companies are
               conducting any business as of the date of
               termination of the employment relationship or
               have during the previous twelve months
               conducted any business:

               (i)  engage in any business competitive with
               the business conducted by Employer;

               (ii) render advice or services to, or
               otherwise assist, any other person,
               association, or entity who is engaged,
               directly or indirectly, in any business
               competitive with the business conducted by
               Employer; or

               (iii) induce any employee of Employer or
               any of its affiliates to terminate his or her
               employment with Employer or its affiliates,
               or hire or assist in the hiring of any such
               employee by person, association, or entity
               not affiliated with Enron.

These non-competition obligations shall extend until the
latter of (a) expiration of the Term or (b) one year after
termination of the employment relationship."

     7.   Article 7, Section 7.6 is hereby deleted in its
          entirety and the following shall be inserted in its place:

               "7.6 If a dispute arises out of or related to
               this Agreement and the dispute cannot be
               settled through direct discussions, Employer
               and Employee agree that, except for disputes
               arising out of a breach or alleged breach of
               Articles 5 and 6, they shall first endeavor
               to settle the dispute in an amicable fashion,
               including the use of a mediator.  If such
               efforts fail to resolve the dispute, the
               dispute, and any dispute arising under
               Articles 5 and 6, shall be resolved as

               (c)  Except as provided in Subsection (b), any and all
               claims, demands, cause of action, disputes, controversies,
               and other matters in questions arising out of or relating to
               this Agreement, any provision hereof, the alleged breach
               thereof, or in any way relating to the subject matter of
               this Agreement, involving Employer, Enron, Employee, and/or
               their respective representatives, even through some or all
               of such claims allegedly are extra-contractual in nature,
               whether such claims sound in contract, tort, or otherwise,
               at law or in equity, under state or federal law, whether
               provided by statute or the common law, for damages or any
               other relief, including all aspects of any disputes arising
               out of Articles 5 or 6 [excepting only temporary or
               preliminary injunctive relief as specified in subsection (b)
               hereof] shall be resolved by binding arbitration pursuant to
               the Federal Arbitration Act in accordance with the
               Commercial Arbitration Rules then in effect with the
               American Arbitration Association.  The arbitration
               proceeding shall be conducted in Houston, Texas.  The
               arbitration may be initiated by either party by the
               providing to the other a written notice of arbitration
               specifying the claims.  Within thirty (30) days of the
               notice of initiation of the arbitration procedure, each
               party shall denominate one arbitrator.  The two arbitrators
               shall select a third arbitrator failing agreement on which
               within thirty (30) days of the original notice, the parties
               (or either of them) shall apply to the Senior Active United
               States District Judge for the Southern District of Texas,
               who shall appoint a third arbitrator.  The three
               arbitrators, utilizing the Commercial Arbitration Rules of
               the American Arbitration Association, shall by majority vote
               within 120 days of the selection of the third arbitrator,
               resolve all disputes between the parties.  There shall be no
               transcript of the hearing before the arbitrators.  The
               arbitrators' decision shall be in writing, but shall be as
               brief as possible.  The arbitrators shall not assign the
               reasons for their decision.  The arbitrators' decision shall
               be final and non-appealable to the maximum extent permitted
               by law.  Judgment upon any award rendered in any such
               arbitration proceeding may be entered by any federal or
               state court having jurisdiction.  This agreement to
               arbitrate shall be enforceable in either federal or state
               court.  The enforcement of this agreement to arbitrate and
               all procedural aspects of this agreement to arbitrate,
               including but not limited to, the construction and
               interpretation of this agreement to arbitrate, the issues
               subject to arbitration (i.e., arbitrability), the scope of
               the arbitrable issues, allegations of waiver, delay or
               defenses to arbitrability, and the rules governing the
               conduct of the arbitration, shall be governed by and
               construed pursuant to the Federal Arbitration Act and shall
               be decided by the arbitrators.  In deciding the substance of
               any such claims, the arbitrators shall apply the substantive
               laws of the State of Texas (excluding Texas choice-of-law
               principles that might call for the application of some other
               State's law); provided, however, it is expressly agreed that
               the arbitrators shall have no authority to award treble,
               exemplary, or punitive damages under any circumstances
               regardless of whether such damages may be available under
               Texas law, the parties hereby waiving their right, if any,
               to recover treble, exemplary, or punitive damages in
               connection with any such claims.  Even though cessation of
               employment under this Agreement may affect Employee's rights
               under the Stock Option Grant Agreements in Sections 2.3 and
               2.4 or the Split Dollar Agreement and/or the Enron Corp.
               1991 Stock Plan ("Plan"), this agreement to arbitrate is not
               applicable to disputes between or among Employer and
               Employee based upon or arising out of the Stock Option Grant
               Agreements referenced in Sections 2.3 and 2.4, the Split
               Dollar Agreement, the Plan, or any other agreement, benefit
               plan, or program heretofore or hereafter entered into
               between Employee and Employer, or its affiliates.

               (d)  Notwithstanding the agreement to arbitrate contained in
               Subsection 7.6(a), in the event that either party wishes to
               seek a temporary restraining order or a preliminary or
               temporary injunction to maintain the status quo pending the
               Arbitrator's award, each party shall have the right to
               pursue such temporary injunctive relief in court.  The
               parties agree that such action for a temporary restraining
               order or a preliminary or temporary injunction may be
               brought in the State or federal courts residing in Houston,
               Harris County, Texas, or in any other forum in which
               jurisdiction is appropriate, and each of Employer and
               Employee hereby irrevocably appoints the Secretary of State
               for the State of Texas as an agent for receipt of service of
               process in connection with such litigation."

     8.   Article 7 is hereby amended and the following inserted
          as Section 7.10:

               "7.10     For purposes of this Agreement, the
               following terms shall have the meanings
               ascribed to them below:

          (i)  "Beneficial Owner" shall be defined by reference to
               Rule 13(d)-3 under the Securities Exchange Act of 1934, as
               then in effect; provided, however, and without limitation,
               any individual, corporation, partnership, group, association
               or other person or entity which has the right to acquire any
               Voting Stock at any time in the future, whether such right
               is contingent or absolute, pursuant to any agreement,
               arrangement or understanding or upon exercise of conversion
               rights, warrants or options, or otherwise, shall be the
               Beneficial Owner of such Voting Stock.

          (ii) "Change of Control" shall mean (A) Employer merges or
               consolidates with any other corporation (other than one of
               Employer's wholly owned subsidiaries) and is not the
               surviving corporation (or survives only as the subsidiary of
               another corporation), (B) Employer sells all or
               substantially all of its assets to any other person or
               entity, (C) Employer is dissolved, (D) any third person or
               entity (other than the trustee or committee of any qualified
               employee benefit plan of Employer) together with its
               affiliates and associates shall become, directly or
               indirectly, the Beneficial Owner of at least 30% of the
               Voting Stock of Employer, or (E) the individuals who
               constitute the members of the Board of Directors (the
               "Incumbent Board") cease for any reason to constitute at
               least a majority thereof, provided that any person becoming
               a director whose election or nomination for election by
               Employer's stockholders was approved by a vote of at least
               80% of the directors comprising the Incumbent Board (either
               by a specific vote or by approval of the proxy statement of
               Employer in which such person is named as a nominee for
               director, without objection to such nomination) shall be,
               for purposes of this clause (E), considered as though such
               person were a member of the Incumbent Board.

          (iii) "Involuntarily Terminated" shall mean termination
               of Employee's employment with Employer (A) by Employer for
               any reason whatsoever except for Cause or (B) by Employee as
               described at Section 3.2 (i), Section 3.2 (ii), Section 3.2
               (iii), or Section 3.2 (iv); the effect of such termination
               is specified in Section 3.5.

          (iv) "Voting Stock" shall mean all outstanding shares of
               capital stock of Employer entitled to vote generally in
               elections for directors, considered as one class; provided,
               however, that if Employer has shares of Voting Stock
               entitled to more or less than one vote for any such share,
               such reference to a proportion of shares of Voting Stock
               shall be deemed to refer to such proportion of the votes
               entitled to be cast by such shares."

     9.   Article 7 is hereby amended and the following is
          inserted as Section 7.11:

               "7.11     Notwithstanding anything to the
               contrary in this Agreement, in the event that
               any payment, distribution, or other benefit
               provided by Employer to or for the benefit of
               Employee, whether paid or payable or
               distributed or distributable pursuant to the
               terms of this Agreement or otherwise (a
               "Payment"), would be subject to the excise
               tax imposed by Section 4999 of the Internal
               Revenue Code of 1986, as amended, or any
               interest or penalties with respect to such
               excise tax (such excise tax, together with
               any such interest or penalties, are
               hereinafter collectively referred to as the
               "Excise Tax"), Employer shall pay to Employee
               an additional payment (a "Gross-up Payment")
               in an amount such that after payment by
               Employee of all taxes (including any interest
               or penalties imposed with respect to such
               taxes), including any Excise Tax imposed on
               any Gross-up Payment, Employee retains an
               amount of the Gross- up Payment equal to the
               Excise Tax imposed upon the Payments.
               Employer and Employee shall make an initial
               determination as to whether a Gross-up
               Payment is required and the amount of any
               such Gross-up Payment.  Employee shall notify
               Employer immediately in writing of any claim
               by the Internal Revenue Service which, if
               successful, would require Employer to make a
               Gross-up Payment (or a Gross-up Payment in
               excess of that, if any, initially determined
               by Employer and Employee) within five days of
               the receipt of such claim.  Employer shall
               notify Employee in writing at least five days
               prior to the due date of any response
               required with respect to such claim if it
               plans to contest the claim.  If Employer
               decides to contest such claim, Employee shall
               cooperate fully with Employer in such action;
               provided, however, Employer shall bear and
               pay directly or indirectly all costs and
               expenses (including additional interest and
               penalties) incurred in connection with such
               action and shall indemnify and hold Employee
               harmless, on an after-tax basis, for any
               Excise Tax or income tax, including interest
               and penalties with respect thereto, imposed
               as a result of Employer's action.  If, as a
               result of Employer's action with respect to a
               claim, Employee receives a refund of any
               amount paid by Employer with respect to such
               claim, Employee shall promptly pay such
               refund to Employer.  If Employer fails to
               timely notify Employee whether it will
               contest such claim or Employer determines not
               to contest such claim, then Employer shall
               immediately pay to Employee the portion of
               such claim, if any, which it has not
               previously paid to Employee."

     This Agreement is the Third Amendment to the Employment
Agreement, and the parties agree that all other terms,
conditions and stipulations contained in the Employment
Agreement shall remain in full force and effect and without
any change or modification, except as provided herein.

     IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.


Date:                              Name:  Charles A. LeMaistre
                                   Title: Chair, Compensation &
                                   Management Development Committee
                                   Date: February 7, 2000