Executive Employment Agreement [Amendment No. 2] - Enron Corp. and Joseph W. Sutton
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement, entered into on this11th day of
October, 1999, and made effective as of July 1, 1999, by and
between Enron Corp., an Oregon corporation ("Company")
having its headquarters at 1400 Smith Street, Houston, Texas
77002, and Joseph W. Sutton ("Employee"), an individual
residing at 31 Half Moon Court, The Woodlands, Texas 77380,
is an amendment to that certain Executive Employment
Agreement between the Company and Employee entered into the
23rd day of June, 1998, and made effective as of June 23,
1998 (the "Employment Agreement").
WHEREAS, the parties desire to amend the Employment
Agreement to provide compensation 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 one hundred percent (100%) of the then current
Monthly Base Salary and Bonus as 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. Further, upon an
Involuntary Termination after the Term expires,
Employee shall be entitled to receive Employee's
Monthly Base Salary for three (3) months after the date
of termination of the employment relationship;
provided, Employee has met the non-competition
obligations of this Agreement. The payment shall be
calculated based upon Employee's Monthly Base Salary
immediately preceding termination of the employment
relationship. 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 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. All
outstanding grants of stock options (excluding AESOP)
and restricted stock, which are unvested, shall become
fully vested upon Involuntary Termination."
3. Article 7, Section 7.1 of the Employment
Agreement is hereby deleted in its entirety and
the following is inserted in its entirety:
"6.1 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.
These non-competition obligations shall extend
until (a) one year after termination of the
employment relationship upon a Voluntary
Termination during the Term of this Agreement; (b)
six (6) months after the date of termination of
the employment relationship upon an Involuntary
Termination; or (c) in the event the Term of the
Agreement has expired, three (3) months after the
date of termination of the employment
relationship, whichever event is applicable.
This Amendment is a Second 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 19th day of November, 1999
JOSEPH W. SUTTON
/s/ JOSEPH W. SUTTON
This 19th day of November, 1999