Employment Agreement [Amendment No. 1] - Enron Corp. and Kenneth L. Lay
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This Agreement, made and entered into on this 21st day
of August, 1990, and made effective as of September 1, 1989,
by and between Enron Corp. ("Enron"), a Delaware corporation
having its headquarters at 1400 Smith Street, Houston, Texas
77002, and Kenneth L. Lay ("Employee"), an individual
residing in Houston, Texas, is an amendment to that certain
Employment Agreement between the parties effective September
1, 1989 (the "Employment Agreement").
WHEREAS, the Employment Agreement incorporates the
terms and provisions of a Stock Finance Agreement attached
to the Employment Agreement a Exhibit C, as though recited
therein in their entirety; and
WHEREAS, the parties desire to amend and clarify
certain provisions of the Stock Finance Agreement;
NOW, THEREFORE, in consideration thereof and of the
mutual covenants contained herein, the parties agree as
follows:
1. Section 5.02 of the Stock Finance Agreement is deleted
in its entirety and the following is substituted in its
place:
"SECTION 5.02. Other Consideration. (a) Based On
Average Purchase Price. When shares of Enron Corp.
common stock are purchased with an Advance pursuant to
the provisions of this Agreement, then in the event
that the average purchase price paid for such shares is
greater than Fifty Dollars per share:
(i) if before the Termination Date Borrower sells any
of such shares, then within fifteen days following
notification thereof by Employee to Company, Company
shall pay Employee a cash payment in the amount equal
to A where A = ((S1 x MV) + (S1 x D)) - ((S2 x MV) +
(S2 x D)), where MV is the sales price, S1 is the
number of shares sold divided by the total number of
shares purchased pursuant to Section 2.02 of this
Agreement multiplied by 100,000, S2 is the number of
shares sold, and D is the aggregate amount of dividends
paid on a share of such stock during the period from
September 1, 1989 until the date of such sale by
Borrower; and
(ii) if upon the Termination Date Borrower has not
sold all of such shares, then within thirty days
thereof Employee shall give notification of the number
of unsold shares to Company and within fifteen days
following its receipt of such notification, Company
shall pay Employee a cash payment in the amount equal
to A where A = ((S1 x MV) + (S1 x D)) - ((S2 x MV) +
(S2 x D)), where MV is the closing price of such stock
on the Termination Date, S1 is the number of shares not
sold as of the Termination Date divided by the total
number of shares purchased pursuant to Section 2.02 of
this Agreement multiplied by 100,000, S2 is the number
of such shares not sold, and D is the aggregate amount
of dividends paid on a share of such stock during the
period from September 1, 1989 until the Termination
Date.
If such payment, in either event, is not paid within
said fifteen days, Employee shall be entitled to
interest thereon until the payment is paid, at an
annualized rate of interest of nine and one half
percent (9.5%).
(b) Example. For example, if before the
Termination Date, Borrower sells 25,874 shares of stock
at $55.00 per share, and the aggregate dividends paid
on a share of stock since September 1, 1989 were $1.24,
then Company would pay Borrower $117,305.46. If on the
Termination Date there remained 33,333 shares not sold,
the closing price per share was $65 per share, and the
aggregate dividends paid on a share of stock since
September 1, 1989 were $3.72, then Company would pay
Borrower $184,657.47."
2. This Agreement is an 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.
ENRON CORP.
By: CHARLES A. LeMAISTRE
Title: Chairman, Compensation Committee
of the Board of Directors
KENNETH L. LAY
KENNETH L. LAY
Employee