Executive Employment Agreement - Enron Corp., Azurix Corp. and Rebecca P. Mark
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement, entered into and made effective as of
February 1, 1999, by and between Enron Corp. an Oregon
corporation ("Company") having its headquarters at 1400
Smith Street, Houston, Texas 77002, Azurix Corp., a Delaware
corporation having its headquarters at 333 Clay Street,
Houston, Texas 77002, and Rebecca P. Mark ("Employee"), an
individual residing in Houston, Texas, is an amendment to
that certain Executive Employment Agreement between the
Company and Employee entered into the 6th day of May, 1998,
and made effective as of May 4, 1998 (the "Employment
Agreement").
WHEREAS, the parties desire to amend the
Employment Agreement to provide for assignment of the
Employment Agreement by Company to, and assumption of the
Employment Agreement by, Enron Corp. and Azurix Corp.,
respectively, and to make other amendments to the Employment
Agreement as provided herein;
NOW, THEREFORE, in consideration thereof and of the
mutual covenants contained herein, the parties agree as
follows:
1. Effective February 1, 1999, the Employment
Agreement is assigned by Company to, and
assumed by, Enron Corp. and Azurix Corp.,
respectively. Any reference to the "Company"
and/or "Employer" in the Employment Agreement
shall mean Enron Corp. and Azurix Corp.,
respectively. Employee consents to such
assignment and assumption, and releases
Company from every obligation under the
Employment Agreement. Enron Corp. and Azurix
Corp., respectively, each assume the
obligations of Enron Corp. and Azurix Corp.,
under the Employment Agreement.
2. Article 3, Section 3.5 is hereby deleted
in its entirety and the following language
inserted in its entirety:
"3.5 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 compensation specified in Section 2.1,
as well as unpaid Bonuses described on Exhibit
"A", as if Employee's employment (which shall
cease on the date of such Involuntary Termination)
had continued for the full Term of this Agreement.
Upon an Involuntary Termination, Employee shall
also be entitled to all vested benefits and rights
under other Enron benefits, incentive, and/or
compensation plans to which Employee may be
entitled through her termination and pursuant to
plan documents and all other benefits that
Employee may be entitled to under any other
compensation plans. In the event of Involuntary
Termination, the compensation specified in Section
2.1 that will be paid to Employee will be paid on
a semi-monthly basis; the unpaid Bonuses described
in Exhibit "A" will be paid annually and the
amounts under the compensation plans will be paid
in accordance with the terms and provisions of the
respective compensation plans. 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 subse
quent 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 Involuntary 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."
3. Article 3, Section 3.8 is hereby deleted
in its entirety and the following language
inserted in its entirety:
"3.8 Notwithstanding any provision
herein to the contrary, upon a termination of
Employee's employment under any of the
circumstances described in Sections 3.6 or 3.7
above, Employee shall be entitled to receive a pro-
rata annual bonus payment through the date of such
termination of employment. Further, upon
termination of Employee's employment under any of
the circumstances described in Sections 3.5, 3.6,
or 3.7, Employee shall become fully vested in
specific grants and awards made or awarded to
Employee under long term incentive plans
maintained solely by Enron Corp. and its
affiliates; provided however, any grants and
awards made or awarded under the Azurix Corp. 1999
Stock Plan shall be excluded and governed by the
terms and provisions of the respective grants and
awards under the Azurix Corp. 1999 Stock Plan."
4. Exhibit "A" to the Employment Agreement is
hereby deleted in its entirety and the
attached Exhibit "A" is inserted in its
entirety.
This Amendment is a First Amendment to the Employment
Agreement, and the parties agree that all other terms,
conditions and stipulations contained in the Employment
Agreement, and any amendments thereto, 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: /s/ KENNETH L. LAY
Name: Kenneth L. Lay
Title: Chairman & CEO
This 10th day of March, 1999
AZURIX CORP.
By: /s/ PHILIP J. BAZELIDES
Name:
Title:
This 1st day of March, 1999
REBECCA P. MARK
/s/ REBECCA P. MARK
This 1st day of March, 1999
EXHIBIT "A" TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN ENRON CORP., AZURIX CORP., AND REBECCA P. MARK
Employee Name: Rebecca P. Mark
Term: Effective February 1, 1999 through
December 31, 2001
Position: Vice Chairman, Enron Corp., and Chairman
and
Chief Executive Officer of Azurix Corp.
Location: Houston, Texas
Reporting Relationship: Reports to Office of the Chairman,
Enron Corp.
Monthly Base Salary: Fifty-Nine Thousand One Hundred
Sixty Six Dollars and Sixty Seven Cents
($59,166.67)
Bonus: Employee shall be eligible to participate in
the Enron Corp. Annual Incentive Plan ("Plan") and/or any
replacement plan of Azurix Corp. All bonuses shall be
paid in accordance with the terms and provisions of the
Plan, a portion of which may be paid in cash, and a
portion of which may be paid in stock or stock options.
All Azurix bonuses paid shall be based upon the
performance of Azurix Corp. and Employee as determined by
the Board of Directors of Azurix Corp. and Enron bonuses
shall be based upon the performance of Enron Corp. and
Employee as determined by the Board of Directors of Enron
Corp.
Long Term Incentive Plan: Employee shall be eligible to
participate in either 1) the Enron
Corp. Long Term Incentive Plan or
2) an equity participation plan
related to Enron's interest in a
new water company. At the sole
discretion of the Chairman of the
Board of Employer, Employee may be
eligible to participate in both
plans.
ENRON CORP.
By: /s/ KENNETH L. LAY
Name: Kenneth L. Lay
Title: Chairman & CEO
This 10th day of March, 1999
AZURIX CORP.
By: /s/ PHILIP J. BAZELIDES
Name:
Title:
This 1st day of March, 1999
REBECCA P. MARK
/s/ REBECCA P. MARK
This 1st day of March, 1999