{"id":38371,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-stock-plan-enron-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-stock-plan-enron-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-stock-plan-enron-corp.html","title":{"rendered":"1999 Stock Plan &#8211; Enron Corp."},"content":{"rendered":"<pre>\n                           ENRON CORP. 1999 STOCK PLAN\n\nSECTION 1. PURPOSE\n\n       The purpose of this Enron Corp. 1999 Stock Plan (the \"Plan\") is to\nprovide a funding source for the issuance of common stock of Enron Corp. (the\n\"Company\") in connection with special situations, including, but not limited to\ndivestitures, outsourcing, remuneration payable under compensatory programs\nsponsored by the Company and its Affiliates, and any other circumstance deemed\nby the Compensation Committee of the Board of Directors as such a special\nsituation.\n\nSECTION 2. ADMINISTRATION\n\n2.1 The Plan shall be administered by the Committee. A majority of the Committee\nshall constitute a quorum, and the acts of a majority of the members present at\nany meeting at which a quorum is present, or acts approved in writing by all\nmembers of the Committee, shall be deemed the acts of the Committee.\n\n2.2 Subject to the terms of the Plan and applicable law, the Committee shall\nhave sole power, authority and discretion to: (i) designate Participants; (ii)\ndetermine the types of Awards to be granted to a Participant under the Plan;\n(iii) determine the number of Shares to be covered by or with respect to which\npayments, rights, or other matters are to be calculated in connection with\nAwards; (iv) determine the terms and conditions of any Award; (v) determine\nwhether, to what extent, under what circumstances and how Awards may be settled\nor exercised in cash, Shares, other securities, other Awards, or other property,\nor may be canceled, forfeited, or suspended; (vi) determine whether, to what\nextent, and under what circumstances cash, Shares, other securities, other\nAwards, other property, and other amounts payable with respect to an Award under\nthe Plan shall be deferred either automatically or at the election of the holder\nthereof or of the Committee; (vii) interpret, construe and administer the Plan\nand any instrument or agreement relating to an Award made under the Plan; (viii)\nestablish, amend, suspend, or waive such rules and regulations and appoint such\nagents as it shall deem appropriate for the proper administration of the Plan;\n(ix) make a determination as to the right of any person to receive payment of an\nAward or other benefit; and (x) make any other determination and take any other\naction that the Committee deems necessary or desirable for the administration of\nthe Plan.\n\n2.3 Unless otherwise expressly provided in the Plan, all designations,\ndeterminations, interpretations, and other decisions with respect to the Plan or\nany Award shall be within the sole discretion of the Committee, may be made at\nany time, and shall be final, conclusive, and binding upon all Persons,\nincluding the Company, any Affiliate, any Participant, any holder or beneficiary\nof any Award, any stockholder, and any employee of the Company or of any\nAffiliate.\n\n\n\n                                       1\n   2\n\n\n\nSECTION 3. SHARES AVAILABLE FOR AWARDS\n\n3.1 SHARES AVAILABLE.\n\n         (i) Calculation of Number of Shares Available. The number of Shares\n         available for granting Awards under the Plan shall be 3,000,000 Shares,\n         subject to adjustment as provided in Section 3.2.\n\n         Further, if after the effective date of the Plan, any Shares covered by\n         an Award granted under the Plan, or to which an Award relates, are\n         forfeited, or if an Award otherwise terminates without the delivery of\n         Shares or of other consideration, then the Shares covered by such Award\n         (or to which such Award relates, or the number of Shares otherwise\n         counted against the aggregate number of Shares available under the Plan\n         with respect to such Award, to the extent of any such forfeiture or\n         termination) shall again be available for granting Awards under the\n         Plan.\n\n         (ii) Accounting for Awards. For purposes of this Section 3, if an Award\n         is denominated in Shares, the number of Shares covered by such Award,\n         or to which such Award relates, shall be counted on the date of grant\n         of such Award against the aggregate number of Shares available for\n         granting Awards under the Plan; provided, however, that Awards that\n         operate in tandem with (whether granted simultaneously with or at a\n         different time from) other Awards may be counted or not counted under\n         procedures adopted by the Committee in order to avoid double counting.\n\n         (iii) Sources of Shares Deliverable Under Awards. Any shares delivered\n         pursuant to an Award may consist, in whole or in part, of authorized\n         and unissued Shares or of treasury Shares.\n\n3.2 ADJUSTMENTS.\n\n         (i) In the event that the Committee shall determine that any dividend\n         or other distribution (whether in the form of cash, Shares, other\n         securities or other property), recapitalization, stock split, reverse\n         stock split, reorganization, merger, consolidation, split-up, spin-off,\n         combination, repurchase or exchange of Shares or other securities of\n         the Company, issuance of warrants or other rights to purchase Shares or\n         other securities of the Company (or other similar corporate transaction\n         or event) affects the Shares such that an adjustment is determined by\n         the Committee to be appropriate in order to prevent dilution or\n         enlargement of the benefits or potential benefits intended to be made\n         available under the Plan, then the Committee may, subject to Section\n         3.2 (ii), in such manner as it may deem equitable, adjust any or all of\n         (a) the number and type of Shares (or other securities or property)\n         which thereafter may be made the subject of Awards, (b) the number and\n         type of Shares (or other securities or property) subject to outstanding\n         Awards, and (c) the grant, purchase, or exercise price with respect to\n         any Award, or, if deemed appropriate, make provision for a cash payment\n         to the holder of an outstanding Award; provided, however, that the\n         number of Shares subject to any Award denominated in Shares shall\n         always be a whole number.\n\n\n\n\n                                       2\n   3\n\n\n         (ii) If, and whenever, prior to the expiration of a grant theretofore\n         made, the Company shall effect a subdivision or consolidation of Shares\n         or the payment of a stock dividend on Shares without receipt of\n         consideration by the Company, the number of Shares with respect to\n         which such grant may thereafter be vested or exercised (a) in the event\n         of an increase in the number of outstanding Shares shall be\n         proportionately increased, and if the grant is an Option the purchase\n         price per Share shall be proportionately reduced, and (b) in the event\n         of a reduction in the number of outstanding Shares shall be\n         proportionately reduced, and if the grant is an Option the purchase\n         price per Share shall be proportionately increased.\n\nSECTION 4. ELIGIBILITY\n\n4.1 Any Employee of the Company or of an Affiliate, any individual who is a\nmember of the board of directors of an Affiliate, who is not an Employee at the\ntime the grant is made, or any individual performing services for the Company or\nany Affiliate as a Non-employee Contractor, and any individual who has accepted\nan offer of employment with the Company or an Affiliate shall be eligible to be\ndesignated a Participant. Further, no grants of Incentive Stock Options shall be\nmade under the Plan. Grants may be made to the same individual on more than one\noccasion.\n\n4.2 No individual who is subject to any written agreement with the company that\ngenerally restricts the acquisition of Shares shall be eligible for any grant of\nan Award while such agreement is in effect.\n\nSECTION 5. AWARDS\n\n5.1 Options. The Committee is hereby authorized to grant Options to Participants\nwith the following terms and conditions and with such additional terms and\nconditions, which are not inconsistent with the provisions of the Plan, as the\nCommittee shall determine:\n\n        (i) Exercise Price. The per Share purchase price of an Option shall be\n        the exercise price designated by the Committee as of the date of grant.\n\n        (ii) Time and Method of Exercise. Subject to the provisions contained in\n        the Plan and in a Participant's Award Agreement, unexercised vested\n        Shares under an Option may be exercised in whole or in part from time to\n        time by request to the Company. Payment of the exercise price and any\n        applicable tax withholding amounts must be made at the time of exercise,\n        in whole or in part, by delivery of a cashier's check, Shares of Stock,\n        other awards, other property or any combination thereof having a fair\n        market value equal to such amount or part thereof provided that the fair\n        market value of Stock so delivered shall be equal to the closing price\n        of the Stock as reported in the \"NYSE -- Composite Transactions\" section\n        of the Midwest Edition of the Wall Street Journal on the date of actual\n        receipt by the Company of the notice exercising the Option or, if no\n        prices are so reported on such day, on the last preceding day on which\n        such prices of Stock are so reported. An Option may be exercised through\n        a broker financed exercise pursuant to the provisions of Regulation T of\n        the Federal Reserve Board. If the Company receives payment of\n\n\n\n                                       3\n   4\n\n\n         the purchase price for the exercise of the Option through a broker\n         financed exercise before the end of the fifth business day following\n         the broker's execution of the sale of Stock for the financed exercise,\n         the exercise shall be effective at the time of such sale. Otherwise,\n         the exercise shall be effective when the Company receives payment of\n         the purchase price.\n\n         (iii) Option Agreement. Each Option shall be evidenced by an Award\n         Agreement which shall specify the term of the Option as well as vesting\n         and termination provisions.\n\n         (iv) Status as Stockholder. Unless and until a certificate or\n         certificates representing such Shares shall have been issued by the\n         Company to the Participant, the Participant (or the person permitted to\n         exercise an Option in the event of the Participant's death or\n         incapacity) shall not be or have any of the rights or privileges of a\n         Stockholder of the Company with respect to the Shares acquirable upon\n         an exercise of an Option.\n\n         (v) Grants to Residents and Citizens of Foreign Countries.\n         Notwithstanding anything to the contrary in this Section 5.2, the\n         Committee may, in its discretion, grant Options to residents and to\n         citizens of countries other than the United States of America with the\n         requirement that the exercise thereof be required to be made through a\n         broker financed exercise pursuant to the provisions of Regulation T of\n         the Federal Reserve Board on the same terms and conditions as\n         referenced in paragraph (ii) above.\n\n5.2 STOCK\n\n         (i) Issuance. The Committee is hereby authorized to grant Awards of\n         Stock to Participants, which Awards shall be evidenced by Award\n         Agreements, which shall specify vesting provisions.\n\n         (ii) Restrictions. Shares of Stock shall be subject to such\n         restrictions, if any, as the Committee may impose (including without\n         limitation, any limitation on the right to vote a Share of Stock),\n         which restrictions may lapse separately or in combination at such time\n         or times, in such installments or otherwise as the Committee may deem\n         appropriate.\n\n         (iii) Certificates and Dividends. All dividends and distributions, or\n         cash equivalent thereof (whether cash, stock or otherwise), on\n         non-vested Shares of Stock shall be withheld from the respective\n         Participant and credited by the Company for the Participant's account.\n         At such time as a Participant becomes vested in a portion of the Award\n         of Stock Shares, any restrictions thereon imposed by this Section 5.2\n         (iii) shall lapse and certificates representing such vested shares\n         shall be delivered to the Participant along with all accumulated\n         credits for dividends and distributions, or cash equivalent thereof\n         attributable to such vested shares. Interest shall not be paid on any\n         dividends or distributions or cash equivalent thereof, credited by the\n         Company for the account of a Participant. The Company shall have the\n         option of paying such credits for accumulated dividends or\n         distributions or cash equivalent thereof, in Shares of the Company\n         rather than in cash or other medium. (If payment is made in Shares, the\n\n\n\n                                       4\n   5\n\n\n         conversion to Shares shall be at the average Fair Market Value for the\n         five trading days preceding the date of payment.) Dividends and\n         distributions, or cash equivalent thereof credited on non-vested Stock\n         shall be forfeited in the same manner and at the same time as the\n         respective shares of Stock to which they are attributable are\n         forfeited, except that such forfeited credits for dividends and\n         distributions or cash equivalent thereof shall be canceled and shall\n         not be available for future distribution under this Plan.\n\n         (iv) Vesting. Unless the Committee determines otherwise, shares of\n         non-vested Stock awarded to a Participant will be forfeited if the\n         Participant terminates employment or service for any reason other than\n         death, Disability, Retirement or Involuntary Termination. At the time\n         and on the date of a Participant's death, Disability, Retirement or\n         Involuntary Termination during the Participant's employment or service,\n         prior to the date the Participant otherwise becomes fully vested in all\n         the Stock awarded to the Participant, all restrictions placed on each\n         share of Stock awarded to the Participant shall lapse and the\n         non-vested Stock will become fully vested Released Securities. From and\n         after such date the Participant or the Participant's estate, personal\n         representative or beneficiary, as the case may be, shall have full\n         rights of transfer or resale with respect to such Stock subject to\n         applicable state and federal regulations.\n\n         (v) Exchange of Stock for Options. In advance of accepting delivery of\n         a stock certificate for vested Shares of Stock, subject to approval of\n         the Committee which need not be given, a Participant may request that\n         such Shares of Stock be traded for a grant of Stock Options under the\n         Plan, for an amount of Shares of Enron Corp. common stock (\"Stock\") and\n         subject to such terms and conditions as the Committee may elect.\n\n         (vi) Phantom Stock Units. The Committee is authorized to grant Awards\n         of Phantom Stock Units to Participants, which Awards shall be evidenced\n         by Award Agreements. Paragraphs (ii), (iii) and (iv) of this Section\n         5.2 shall apply to Awards of Phantom Stock Units in similar manner as\n         they apply to Shares of Stock, as interpreted by the Committee,\n         provided, however, the limitation in paragraph (i) above on the number\n         of Shares of Stock which may be granted shall apply to total aggregate\n         Awards of Shares of Stock and Phantom Stock Units. A Phantom Stock Unit\n         is a contractual obligation of the Company equal in value to one Share\n         of the Company, which until paid is an unfunded bookkeeping credit on\n         the records of the Company. Such credit shall be increased by the\n         dividends per Share of the Company after the date of the Award. The\n         portion of such credit attributable to Phantom Stock Units shall be\n         paid under paragraph (iii) above in Shares of the Company.\n\n5.3  GENERAL\n\n         (i) No Cash Consideration for Awards. Except as otherwise provided in\n         the Plan, awards shall be granted for no cash consideration or for such\n         minimal cash consideration as may be required by applicable law.\n\n\n\n                                       5\n   6\n\n\n         (ii) Awards May Be Granted Separately or Together. Awards, in the\n         discretion of the Committee, may be granted either alone or in addition\n         to, or in tandem with any other Award or any award granted under any\n         other plan of the Company or an Affiliate. Awards granted in addition\n         to or in tandem with other Awards, or in addition to or in tandem with\n         awards granted under any other plan of the Company or any Affiliate,\n         may be granted either at the same time as or at a different time from\n         the grant of such other Awards or awards.\n\n         (iii) Limits on Transfer of Awards. Except pursuant to a \"domestic\n         relations order\" as defined in Section 414 of the Code or Section 206\n         of the Employee Retirement Income Security Act of 19974, as amended, no\n         Award (other than Released Securities) and no right under any such\n         Award, shall be assignable, alienable, saleable or transferable by a\n         Participant otherwise than by will or by the laws of descent and\n         distribution or, in the case of an Award of Stock by assignment to the\n         Company; provided however, if so determined by the Committee, a\n         Participant may, in the manner established by the Committee, designate\n         a beneficiary or beneficiaries to exercise the rights of the\n         Participant and to receive any property distributable with respect to\n         any Award upon the death of the Participant. Each Award and each right\n         under any Award shall be exercisable during the Participant's lifetime\n         only by the Participant or, if permissible under applicable law, by the\n         Participant's guardian or legal representative. No Award (other than\n         Released Securities) and no right under any such Award may be pledged,\n         alienated, attached or otherwise encumbered, and any purported pledge,\n         alienation, attachment or encumbrance thereof shall be void and\n         unenforceable against the Company or any Affiliate.\n\n         (iv) Term of Awards. The term of each Award shall be for such period as\n         may be determined by the Committee; provided however, that in no event\n         shall the term of any Option exceed a period of ten (10) years from the\n         date of its grant.\n\n         (v) Status of Stock. The Company intends to register for issue under\n         the Securities Act of 1933, as amended (\"The Act\"), the Shares of Stock\n         acquirable pursuant to Awards under the Plan, and to keep such\n         registration effective throughout the period any Awards are in effect.\n         In the absence of such effective registration or an available exemption\n         from registration under the Act, delivery of Shares of Stock acquirable\n         pursuant to Awards under the Plan shall be delayed until registration\n         of such Shares is effective or an exemption from registration under the\n         Act is available. The Company intends to use its best efforts to ensure\n         that no such delay will occur. In the event exemption from registration\n         under the Act is available, Participant (or Participant's estate or\n         personal representative in the event of the Participant's death or\n         incapacity), if requested by the Company to do so, will execute and\n         deliver to the Company in writing an agreement containing such\n         provisions as the Company may require to assure compliance with\n         applicable securities laws. No sale or disposition of Shares of Stock\n         acquired pursuant to an Award under the Plan by a Participant shall be\n         made in the absence of an effective registration statement with respect\n         to such shares under the Act unless an opinion of counsel satisfactory\n         to the Company that such sale or disposition will not constitute a\n         violation of the Act or any other applicable securities laws is first\n         obtained. In the event that a Participant proposes to sell or otherwise\n\n\n\n                                       6\n   7\n\n\n         dispose of Shares of Stock in such a manner that an exception from the\n         registration requirements of the Act is unavailable for such sale or\n         disposition, and upon request to the Company by the Participant, the\n         Company, at its sole cost and expense, shall cause a registration\n         statement to be prepared and filed with respect to such sale or\n         disposition by the Participant and shall use its best efforts to have\n         such registration statement declared effective, and, in connection\n         therewith, shall execute and deliver such documents as shall be\n         necessary, including without limitation, agreements providing for the\n         indemnification of underwriters for any loss or damage incurred in\n         connection with such sale or disposition.\n\n         (vi) Share Certificates. All certificates for Shares or other\n         securities delivered under the Plan pursuant to any Award or the\n         exercise thereof shall be subject to such stop transfer orders and\n         other restrictions as the Committee may deem advisable under the Plan\n         or the rules, regulations and other requirements of the Securities and\n         Exchange Commission, any stock exchange upon which such Shares or other\n         securities are then listed and any applicable Federal or state\n         securities laws, and the Committee may cause a legend or legends to be\n         put on any such certificates to make appropriate reference to such\n         restrictions, including, but not limited to, the provisions of\n         Subsection 5.3(v).\n\n         (vii) Permitted Grants. Awards may be granted under the Plan to an\n         individual eligible to participate in the Plan as consideration for any\n         contractual obligation of the Company and its Affiliates, or in payment\n         of any benefit or remuneration payable under any compensatory plan or\n         program of the Company and its Affiliates, as the Committee in its sole\n         discretion may approve.\n\nSECTION 6.  AMENDMENT AND TERMINATION\n\nExcept to the extent prohibited by applicable law and unless otherwise expressly\nprovided in an Award Agreement or in the Plan:\n\n6.1 AMENDMENTS TO THE PLAN. The Board of Directors in its discretion may\nterminate the Plan at any time with respect to any Shares for which a grant has\nnot theretofore been made. The Board of Directors shall have the right to alter\nor amend the Plan or any part thereof from time to time, including amending the\nPlan for the purpose of making additional Shares available for Awards under the\nPlan, provided, that no change in any grant theretofore made may be made which\nwould impair the rights of the recipient of a grant without the consent of such\nrecipient.\n\n6.2 ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING\nEVENTS\n\nA. Subject to the provisions of Section 6.2B and 6.2C below, if a transaction\noccurs which is not approved or recommended by a majority of the Board of\nDirectors of the Company in Actions taken prior to, and with respect to, such\ntransaction in which either (i) the Company merges or consolidates with any\nother corporation (other than one of the Company's wholly-owned subsidiaries)\nand is not the surviving corporation (or survives only as the\n\n\n\n                                       7\n   8\n\n\nsubsidiary of another corporation), (ii) the Company sells all or substantially\nall of its assets to any other person or entity, or (iii) the Company is\ndissolved, or if (iv) any third person or entity (other than the trustee or\ncommittee of any qualified employee benefit plan of the Company), together with\nits Affiliates and Associates shall be, directly or indirectly, the Beneficial\nOwner of at least thirty percent (30%) of the Voting Stock of the Company, or\n(v) the individuals who constitute the members of Company's Board of Directors\non the date hereof (the \"Incumbent Board\") cease for any reason to constitute at\nleast a majority thereof, provided that any person becoming a Director\nsubsequent to the date hereof whose election or nomination for election by the\nCompany's stockholders was approved by a vote of at least eighty percent (80%)\nof the Directors comprising the Incumbent Board (either by a specific vote or by\napproval of the proxy statement of the Company in which such person is named as\na nominee for Director, without objection to such nomination) shall be, for\npurposes of this clause (v), considered as though such person were a member of\nthe Incumbent Board, then within (a) ten days of the approval by the\nstockholders of the Company of such merger, consolidation, sale of assets or\ndissolution as described in clause (i), (ii) or (iii) of this Section 6.2A, or\n(b) thirty (30) days of the occurrence of such change of Beneficial Ownership or\nDirectors as described in clause (iv) or (v) of this Section 6.2A, then with\nrespect to outstanding grants of Stock made under Section 5.2, each recipient\nthereof shall have a fully vested right in all Stock granted to the recipient\nand then outstanding, and with respect to outstanding grants of Options made\nunder Section 5.1, all such outstanding Options irrespective of whether they are\nthen exercisable, shall be surrendered to the Company by each grantee thereof\nand such Options shall thereupon be cancelled by the Company, and the grantee\nshall receive a cash payment by the Company in an amount equal to the number of\nShares subject to the Options held by such grantee multiplied by the difference\nbetween (x) and (y) where (y) equals, for Options, the purchase price per Share\ncovered by the Option and (x) equals (1) the per share price offered to\nstockholders of the Company in any such merger, consolidation, sale of assets or\ndissolution transaction, (2) the per share price offered to stockholders of the\nCompany in any tender offer or exchange offer whereby any such change of\nBeneficial Ownership or Directors takes place, or (3) the Fair Market Value of a\nShare on the date determined by the Committee (as constituted prior to any\nchange described in clause (iv) or (v)) to be the date of cancellation and\nsurrender of such Options if any such change of Beneficial Ownership or\nDirectors occurs other than pursuant to a tender or exchange offer, whichever is\nappropriate. In the event that the consideration offered to stockholders of the\nCompany in any transaction described in this Section 6.2A consists of anything\nother than cash, the Committee (as constituted prior to such transaction) shall\ndetermine the fair cash equivalent of the portion of the consideration offered\nwhich is other than cash.\n\nB. Except as otherwise expressly provided herein, the issuance by the Company of\nshares of stock of any class or securities convertible into shares of stock of\nany class, for cash, property, labor or services, upon direct sale, upon the\nexercise of rights or warrants to subscribe therefor, or upon conversion of\nshares or obligations of the Company convertible into such shares or other\nsecurities, and in any case whether or not for fair value, shall not affect, and\nno adjustment by reason thereof shall be made with respect to, the number of\nShares subject to Stock or Options theretofore granted or the purchase price or\ngrant price per share, if applicable.\n\n\n\n                                       8\n   9\n\n\nC. Any adjustment provided for in Section 3.2 or Section 6.2 shall be subject to\nany required stockholder action.\n\n6.3 CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The Committee may\ncorrect any defect, supply any omission, or reconcile any inconsistency in the\nPlan or any Award in the manner and to the extent it shall deem desirable in the\nestablishment or administration of the Plan.\n\nSECTION 7. GENERAL PROVISIONS\n\n7.1 NO RIGHTS TO AWARDS. No Employee, Participant or other Person shall have any\nclaim to be granted any Award under the Plan, and there is no obligation for\nuniformity of treatment of Employees, Participants, or holders or beneficiaries\nof Awards under the Plan. The terms and conditions of Awards need not be the\nsame with respect to each Participant.\n\n7.2 WITHHOLDING. The Company or any Affiliate is authorized (i) to withhold from\nany Award granted or any payment due or any transfer made under any Award or\nunder the Plan the amount (in cash, Shares, other securities, other Awards, or\nother property) of withholding taxes due in respect of an Award, its exercise,\nor any payment or transfer under such Award or under the Plan, and (ii) to take\nsuch other action, including but not limited to, acceptance of already owned\nShares (including Shares acquired from the exercise of an Option or vesting of\nShares of Stock), as may be necessary in the opinion of the Company or Affiliate\nto satisfy all obligations for the payment of such taxes. In the case of Stock,\nthe Participant is required to pay to the Company or any Affiliate an amount (in\ncash, Shares, other securities, other Awards, or other property) necessary to\nsatisfy applicable taxes required to be withhold by the Company or any\nAffiliate, before stock certificates representing the number of Shares of vested\nStock shall be delivered..\n\n7.3 NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan\nshall prevent the Company or any Affiliate from adopting or continuing in effect\nother or additional compensation arrangements and such arrangements may be\neither generally applicable or applicable only in specific cases.\n\n7.4 NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed as\ngiving a Participant the right to be retained in the employ of the Company or\nany Affiliate. Further, the Company or an Affiliate may at any time dismiss a\nParticipant from employment, free from any liability or any claim under the Plan\nunless otherwise expressly provided in the Plan or in any Award Agreement.\n\n7.5 GOVERNING LAW. The validity, construction and effect of the Plan and any\nrules and regulations relating to the Plan shall be determined in accordance\nwith applicable Federal law, and to the extent not preempted thereby, with the\nlaws of the State of Texas.\n\n7.6 SEVERABILITY. If any provision of the Plan or any Award is or becomes or is\ndeemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any\nperson or Award, or would disqualify the Plan or any Award under any law deemed\napplicable by the\n\n\n\n                                       9\n   10\n\n\nCommittee, such provision shall be construed or deemed amended to conform to\napplicable laws. If it cannot be so construed or deemed amended without, in the\ndetermination of the Committee, materially altering the intent of the Plan or\nthe Award, such provision shall be stricken as to such jurisdiction, Person or\nAward and the remainder of the Plan and any such Award shall remain in full\nforce and effect.\n\n7.7 NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create or be\nconstrued to create a trust or separate fund of any kind or a fiduciary\nrelationship between the Company or any Affiliate and a Participant or any other\nPerson. To the extent that any Person acquires a right to receive payments from\nthe Company or any Affiliate pursuant to an Award, such right shall be no\ngreater than the right of any unsecured general creditor of the Company or any\nAffiliate.\n\n7.8 NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered\npursuant to the Plan or any Award, and the Committee shall determine whether\ncash, other securities, or other property shall be paid or transferred in lieu\nof any fractional Shares, or whether such fractional Shares or any rights\nthereto shall be canceled, terminated or otherwise eliminated. In addition, no\nfractional Shares shall be accepted by the Company in payment of the exercise\nprice of an Option.\n\n7.9 HEADINGS. Headings are given to the Sections and Subsections of the Plan\nsolely as a convenience to facilitate reference. Such headings shall not be\ndeemed in any way material or relevant to the construction or interpretation of\nthe Plan or any provision thereof.\n\n7.10 NO LIMITATION. The existence of the Plan and the grants of Awards made\nhereunder shall not affect in any way the right or power of the Board of\nDirectors or the stockholders of the Company (or stockholders of any Affiliate,\nas applicable) to make or authorize any adjustment, recapitalization,\nreorganization or other change in the capital structure or business of the\nCompany or any Affiliate, any merger or consolidation of the Company or any\nAffiliate, any issue of debt or equity securities ahead of or affecting Shares\nor the rights thereof or pertaining thereto, the dissolution or liquidation of\nthe Company or any Affiliate or any sale or transfer of all or any part of\nCompany or any Affiliate's assets or business, or any other corporate act or\nproceeding.\n\n7.11 NO RIGHT TO RETENTION. Neither the Plan, nor any Award granted pursuant to\nthe Plan, is a contract or agreement that the Company will retain the services\nof a Non-employee Contractor for any period of time, or at any particular rate\nof compensation.\n\n7.12 SECURITIES LAWS. Each Award granted under the Plan shall be subject to the\nrequirement that if at any time the Board of Directors shall determine, in its\ndiscretion, that the listing, registration or qualification of the shares\nsubject to such grant upon any securities exchange or under any state or federal\nlaw, or that the consent or approval of any government regulatory body, is\nnecessary or desirable as a condition of, or in connection with, such grant or\nthe issue or purchase of shares thereunder, such grant shall be subject to the\ncondition that such listing, registration, qualification, consent or approval\nshall have been effected or obtained free of any conditions not acceptable to\nthe Board of Directors.\n\n\n\n                                       10\n   11\n\n\n7.13 DELEGATION. Subject to the terms of the Plan, the Committee may delegate to\nother Persons the authority and responsibility of designating the recipients of\nAwards under the Plan (which recipients may not be any Person to whom the\nCommittee has so delegated such authority and responsibility).\n\nSECTION 8. TERM OF THE PLAN\n\nThe Plan is effective as of the date of its approval by the Board of Directors\nof the Company. No Award shall be granted under the Plan after the earlier of\n(i) ten (10) years from the date of approval of the Plan or (ii) termination of\nthe Plan pursuant to Section 6.1. However, unless otherwise expressly provided\nin the Plan or in an applicable Award Agreement, any Award theretofore granted\nmay extend beyond such date, and any authority of the Committee to amend, after,\nsuspend, discontinue or terminate any such Award, or to waive any conditions or\nrights under any such Award, and the authority of the Board of Directors of the\nCompany to amend the Plan, shall extend beyond such date.\n\nSECTION 9. DEFINITIONS\n\nAs used in the Plan, the following terms shall have the meanings set forth\nbelow:\n\n         (a) \"Affiliate\" shall mean (i) any entity that directly or through one\n         or more intermediaries is controlled by the Company, (ii) any entity in\n         which the Company has a significant equity interest as determined by\n         the Committee, and (iii) as used in Section 6.2 and in the term\n         \"Associate\", as the term \"affiliate\" is defined in Rule 12b-2 under the\n         Securities Exchange Act of 1934, as amended, or any successor rule or\n         regulation.\n\n         (b) \"Associate\" is used to indicate a relationship with a specified\n         person and shall mean (i) any corporation, partnership or other\n         organization to which such specified person is an officer or partner or\n         is, directly or indirectly, the Beneficial Owner of ten percent (10%)\n         or more of any class of equity securities, (ii) any trust or other\n         estate in which such specified person has a substantial beneficial\n         interest or as to which such specified person serves as trustee or in a\n         similar fiduciary capacity, (iii) any relative or spouse of such\n         specified person, or any relative of such spouse, who has the same home\n         as such specified person or who is a Director or officer of the Company\n         or any of its parents or Affiliates, and (iv) any person who is a\n         director or officer of such specified person or any of its parents or\n         Affiliates (other than the Company or any wholly-owned subsidiary of\n         the Company).\n\n         (c) \"Award\" shall mean any Option or Stock granted under the Plan.\n\n         (d) \"Award Agreement\" shall mean any written agreement, contract or\n         other instrument or document evidencing any Award granted under the\n         Plan.\n\n         (e) \"Beneficial Owner\" shall be defined by reference to Rule 13d-3\n         under the Securities Exchange Act of 1934, as amended, or any successor\n         rule or regulation;\n\n\n\n                                       11\n   12\n\n\n         provided, however, and without limitation, any individual, corporation,\n         partnership, group, association or other person or entity which has the\n         right to acquire any Voting Stock at any time in the future, whether\n         such right is contingent or absolute, pursuant to any agreement,\n         arrangement or understanding or upon exercise of conversion rights,\n         warrants or options, or otherwise, shall be the Beneficial Owner of\n         such Voting Stock.\n\n         (f) \"Code\" shall mean the Internal Revenue Code of 1986, as amended\n         from time to time.\n\n         (g) \"Committee\" shall mean a committee of the Board of Directors of the\n         Company designated by such Board to administer the Plan and composed of\n         not less than two outside directors.\n\n         (h) \"Disability\" shall mean, with respect to an Employee of the Company\n         or one of its Affiliates, such total and permanent disability as\n         qualifies the Employee for benefits under the long-term or extended\n         disability plan of the Company or Affiliate covering the Employee at\n         the time. With respect to a Non-employee Contractor, Disability shall\n         mean inability to perform duties and services for the Company or an\n         Affiliate by reason of a medically determinable physical or mental\n         impairment supported by medical evidence which in the opinion of the\n         Committee can be expected to result in death or which can be expected\n         to last for a continuous period of not less than twelve (12) months.\n\n         (i) \"Employee\" shall mean any person employed by the Company or any\n         Affiliate.\n\n         (j) \"Fair Market Value\" shall mean, with respect to any property\n         (including, without limitation, any Shares or other securities), the\n         value of such property determined by such methods or procedures as\n         shall be established from time to time by the Committee; provided, that\n         so long as the closing price of Shares as reported in the\n         \"NYSE-Composite Transactions\" section of the Midwest edition of The\n         Wall Street Journal is reported, Fair Market Value with respect to\n         Shares on a particular date shall mean such closing price of Shares as\n         so reported for such date (or, if no prices are quoted for that date,\n         as so quoted for the last preceding date for which such prices were so\n         quoted).\n\n         (k) \"Incentive Stock Option\" shall mean an option that is intended to\n         meet the requirements of Section 422 of the Code, or any successor\n         provision thereto.\n\n         (l) \"Involuntary Termination\" shall mean termination of a Participant's\n         employment as an Employee or service as a Non-employee Contractor with\n         the Company or an Affiliate at the election of the Company or\n         Affiliate, provided that such termination is not Termination for Cause,\n         and provided further, that in the case of a Non-employee Contractor,\n         such termination is not due to the election of the Company or an\n         Affiliate not to renew the Non-employee Contractor's contract upon its\n         expiration. Involuntary Termination shall not include a transfer of\n         assignment or location of a Participant where the Participant is\n         employed by or in the service of the Company or an Affiliate \n\n                                       12\n   13\n\n\n         both before and after the transfer.\n\n         (m) \"1934 Act\" shall mean the Securities Exchange Act of 1934, as\n         amended.\n\n         (n) \"Non-employee Contractor\" shall mean a person who is not an\n         Employee as defined in this Section 9, who is performing services for\n         the Company or an Affiliate under a contractual arrangement either\n         directly or through a third party agency.\n\n         (o) \"Non-Qualified Stock Option\" shall mean an option granted under\n         Section 5.1 or the Plan that is not intended to be an Incentive Stock\n         Option.\n\n         (p) \"Option\" shall mean a Non-Qualified Stock Option.\n\n         (q) \"Participant\" shall mean an Employee or other individual described\n         in Sections 4.1 designated to be granted an Award under the Plan.\n\n         (r) \"Person\" shall mean any individual, corporation, partnership,\n         association, joint-stock company, trust, unincorporated organization or\n         government or political subdivision thereof.\n\n         (s) \"Released Securities\" shall mean securities that were Stock with\n         respect to which all applicable restrictions have expired, lapsed or\n         been waived.\n\n         (t) \"Retirement\" shall mean (i) with the consent of the Committee,\n         after age 55 with at least five years of service, an Employee's\n         termination of employment, and (ii) upon or after age 71 employee's\n         termination of employment and commencement of receipt of benefits\n         accrued under a tax qualified pension plan sponsored by the Company.\n\n         (u) \"Shares\" shall mean the shares of Common Stock of the Company, $.10\n         par value, and such other securities or property as may become the\n         subject of Awards pursuant to an adjustment made under Section 3.2 of\n         the Plan.\n\n         (v) \"Stock\" shall mean any Shares granted under Section 5.2 of the\n         Plan.\n\n\n         (w) \"Termination for Cause: shall mean termination of employment or\n         service at the election of the Company or an Affiliate because of the\n         Participant's (i) conviction of a felony relating to or in connection\n         with Enron or Enron's business (which, through lapse of time or\n         otherwise, is not subject to appeal); or (ii) willful refusal without\n         proper legal cause to perform the Participant's duties and\n         responsibilities; or (iii) willfully engaging in conduct which the\n         Participant has, or in the opinion of the Committee should have, reason\n         to know is materially injurious to the Company or an Affiliate. Such\n         termination of employment or service shall be effected by notice\n         thereof delivered by the Company or an Affiliate to the Participant and\n         shall be effective as of the date stated in such notice; provided,\n         however, that if (a) such termination of employment or service is\n         because of the Participant's willful refusal without proper cause to\n         perform any one or more duties and responsibilities and (b)\n\n\n\n                                       13\n   14\n\n\n         within seven (7) days following the date of such notice the Participant\n         shall cease such refusal and shall use all reasonable efforts to\n         perform such obligations, the termination of employment or service, if\n         made, shall not be for cause.\n\n         (x) \"Voting Stock\" shall mean all outstanding shares of capital stock\n         of the Company entitled to vote generally in elections for directors,\n         considered as one class; provided, however, that if the Company has\n         shares of Voting Stock entitled to more or less than one vote for any\n         such share, each reference to a proportion of shares of Voting Stock\n         shall be deemed to refer to such proportion of the votes entitled to be\n         cast by such shares.\n\n         (y) Any terms or provisions used herein which are defined in Sections\n         83, 421, 422 or 424 of the Code or the regulations thereunder shall\n         have the meanings as therein defined.\n\nAdopted pursuant to resolution of the Board of Directors this _____ day of\n______________, 1999.\n\n\n\n\nBy:                                        Date:                      \n    ----------------------------------           ---------------------\n    Chairman of the Board and\n    Chief Executive Officer\n\n\n\n\nBy:                                        Date:  \n    ----------------------------------           ---------------------\n    Secretary\n\n\n\n                                       14\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7454],"corporate_contracts_industries":[9535],"corporate_contracts_types":[9539,9545],"class_list":["post-38371","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-enron-corp","corporate_contracts_industries-utilities__gas","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38371","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38371"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38371"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38371"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38371"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}