Executive Employment Agreement [Amendment No. 1] - Enron Corp. and Kenneth D. Rice
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement, entered into on this 14th day of
February, 2000, and made effective as of February 14, 2000,
by and between Enron Corp., an Oregon corporation
("Employer") having its headquarters at 1400 Smith Street,
Houston, Texas 77002, and KENNETH D. RICE ("Employee"), an
individual residing at 4531 Birch Street, Bellaire, Texas
77401, is an amendment to that certain Executive Employment
Agreement between the Company and Employee entered into the
1st day of June, 1998, and made effective as of June 1, 1998
(the "Employment Agreement").
WHEREAS, Employee is an employee in good standing with
Employer;
WHEREAS, the Employer and Employee desire to amend the
Employment Agreement to extend the Term of the Employment
Agreement for one (1) year with consideration for said
extension 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. Exhibit "A" to the Employment Agreement is hereby
deleted in its entirety and the attached Exhibit "A" is
inserted in its entirety.
2. Article 3, Section 3.5 of the Employment Agreement is
hereby deleted in its entirety and the following is inserted
in its place:
"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 remainder of the then current Monthly
Base Salary as if Employee's employment (which
shall cease on the date of such Involuntary
Termination) had continued for the full Term of
this Agreement. In the event of Employee's
Involuntary Termination of employment by Employer,
for all vesting purposes under any grant or award
agreement granted to Employee, excluding the grant
agreement to Employee under the All Employee Stock
Option Program, Employee shall continue to vest
during the ninety (90) day period following the
date of Employee's Involuntary Termination by
Employer. 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."
3. Article 3, Section 3.10 of the Employment Agreement
is hereby deleted in its entirety.
4. Article 7, Section 7.1 of the Employment
Agreement is hereby deleted in its entirety and
the following is inserted in its entirety:
"7.1 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 interest 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 7.
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
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.
In the event of Employee's termination of
employment for any reason during the Term of this
Agreement, these post employment non-competition
and non-solicitation obligations shall extend for
a period of one (1) year plus any additional
period of post employment non-competition
obligations as described in the Enron Capital &
Trade Resources Corp. Long-Term Compensation
Program and Phantom Stock Unit Plan."
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/ JEFFREY K. SKILLING
Name: Jeffrey K. Skilling
Title: President & Operating
Officer
This 14th day of February, 2000
KENNETH D. RICE
/s/ KENNETH D. RICE
This 14th day of February,
2000
EXHIBIT "A" TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN ENRON CORP. AND KENNETH D. RICE
Employee Name: Kenneth D. Rice
Term: February 14, 2000 through January 31, 2002
Position: Chief Commercial Officer, Enron
Broadband Services Inc.
Location: Houston, Texas
Reporting Relationship: Reports to the Office of the Chairman of Enron Corp.
Monthly Base Salary: Employee's Monthly Base Salary
shall be Thirty Five Thousand Dollars
($35,000.00).
Long Term Grants: Subject to and effective upon the
approval by the Compensation and
Management Development Committee
("Compensation Committee") of the Enron
Corp. Board of Directors, after this
Amendment has been executed and becomes
effective, Employee shall receive the
stock awards described below:
Subject to the above, at the February
14, 2000 Compensation Committee meeting
after this Amendment is signed, Employee
shall be granted the following from the
Amended and Restated Enron Corp. 1991
Stock Plan (as amended and restated May
4, 1999): (1) a grant of 692,308 Enron
Corp. Common Stock Options with a two
(2) year term and a grant value of $9
million dollars on the Date of Grant to
vest 50% upon the Date of Grant and 50%
on February 14, 2001; (2) a grant of
600,000 Enron Corp. Common Stock Options
with a three (3) year term, having a
value of $9 million dollars on the Date
of Grant to vest 50% on February 14,
200l and 50% on February 14, 2002; and
(3) a grant of 500,000 Enron Corp. Stock
Options with a five (5) year term,
having a value of $9 million dollars on
the Date of Grant to vest 25% on
February 14, 2001, 2002, 2003, and 2004,
respectively. In the event of
Employee's Involuntary Termination,
options granted on February 14, 2000,
which would have vested within ninety
(90) days of Employee's date of
Involuntary Termination, shall vest upon
the date of Involuntary Termination of
the employment relationship.
ENRON CORP.
By: /s/ JEFFREY K. SKILLING
Name: Jeffrey K. Skilling
Title: President & Operating
Officer
This 14th day of February, 2000
KENNETH D. RICE
/s/ KENNETH D. RICE
This 14th day of February, 2000