Employment Agreement [Amendment No. 3] - Enron Corp. and Kenneth L. Lay
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Agreement, made and entered into on this ____ day of __________,
_____, and made effective as of August 13, 2001, by and between ENRON CORP.,
(Company") and KENNETH L. LAY ("Employee"), is an amendment to that certain
Employment Agreement between the parties entered into and made effective on
December 9, 1996 (the "Employment Agreement").
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. Article 1, paragraph 1.2 shall be deleted in its entirety and
the following inserted in its place:
"1.2 POSITION. During the term of employment under
this Agreement, Company shall employ Employee in the position
of Chairman of the Board, Chief Executive Officer, and
President, or in such other executive positions as the parties
mutually may agree."
2. Article 2, paragraph 2.1 shall be deleted in its entirety and
the following inserted in its place:
"2.1 TERM. Unless sooner terminated pursuant to other
provisions hereof, Company agrees to employ Employee for the
period (the "Term") beginning on the Effective Date and ending
December 31, 2005, and thereafter for such period, if any, as
may be agreed upon in writing by Employee and Company."
3. Article 3, Section 3.1 is hereby amended in its entirety and
the following is inserted in its place:
"3.1 BASE SALARY. During the period beginning on the
Effective Date and ending on December 31, 1996, Employee shall
receive an annual base salary equal to $990,000, which
increased to 1.2 million dollars on May 1, 1997 and then
increased to 1.3 million dollars on May 1, 1998 through
January 31, 2001. For the period beginning February 1, 2001
and ending August 12, 2001, Employee shall receive a minimum
annual base salary equal to $975,000. Effective August 13,
2001, Employee's minimum annual base salary shall be increased
to $1,000,000.00.
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Employee's base salary shall be reviewed annually and may be
increased annually and from time to time by the Board of
Directors (or the Compensation and Management Development
Committee of such Board) in its sole discretion and, after any
such change, Employee's new level of base salary shall be
Employee's base salary for purposes of this Agreement until
the effective date of any subsequent change. Employee's annual
base salary shall be paid in equal installments in accordance
with Company's standard policy regarding payment of
compensation to executives; provided, however, that Employee
hereby irrevocable elects and agrees that any base salary
payable to Employee pursuant to this paragraph 3.1 in excess
of $1,000,000 during any taxable year of Company shall be
deferred under Company's 1994 Deferral Plan. Any amounts
deferred under Company's 1994 Deferral Plan pursuant to this
paragraph 3.1 shall be subject to all of the terms and
conditions of such plan, including, without limitation, the
time of payment provisions thereof."
4. Article 8, paragraph 8.14 shall be deleted in its entirety and
the following inserted in its place:
"8.14 AMENDMENT TO LOAN COMMITMENT AGREEMENT.
Effective as of the Effective Date, the Loan Commitment
Agreement shall be and is hereby amended as follows: (i) the
date "December 31, 2005" shall be substituted for the date
"August 31, 1994" in each place such latter date appears in
Sections 1.01 and 2.04 of the Loan Commitment Agreement; (ii)
the date January 1, 2005 shall be substituted for the dates "
February 8, 1999" and "January 1, 1994" in each place such
latter dates appear in Sections 2.01 and 2.03 of the Loan
Commitment Agreement; and (iii) all references to the Prior
Employment Agreement in the Loan Commitment Agreement shall be
deleted and references to this Agreement shall be substituted
therefor."
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.
KENNETH L. LAY ENRON CORP.
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