{"id":39117,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-enron-corp-and-kenneth-l-lay7.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-enron-corp-and-kenneth-l-lay7","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-enron-corp-and-kenneth-l-lay7.html","title":{"rendered":"Employment Agreement &#8211; Enron Corp. and Kenneth L. Lay"},"content":{"rendered":"<pre>                FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT\n\n      This Agreement, made and entered into on this 28th day of\nFebruary, 1994, ('Execution Date') and made effective as of\nFebruary 8, 1994, by and between Enron Corp. ('Company'), a\nDelaware corporation having its headquarters at 1400 Smith\nStreet, Houston, Texas 77002, and Kenneth L. Lay ('Employee'),\nan individual residing in Houston, Texas, is an amendment to\nthat certain Employment Agreement between the parties\neffective September 1, 1989 (the 'Employment Agreement').\n\n      WHEREAS, the Employment Agreement incorporates the terms\nand provisions of a Loan Commitment Agreement attached to the\nEmployment Agreement as Exhibit D, as though recited therein\nin their entirety; and\n\n      WHEREAS, the parties desire to amend and clarify certain\nprovisions of the Employment Agreement and the Loan Commitment\nAgreement;\n\n      NOW, THEREFORE, in consideration thereof and of the\nmutual covenants contained herein, the parties agree as\nfollows:\n\n1.    Article 2: Term of Employment of the Employment Agreement\nis deleted in its entirety and the following is substituted in\nits place:\n\n      'Unless sooner terminated pursuant to other provisions\n      hereof, Employee's period of employment under this\n      Agreement shall be for a period of five (5) years\n      beginning on the effective date of this Amendment\n      ('Term'), and thereafter for such period, if any, as may\n      be agreed upon in writing by Employee and Company.  At\n      the expiration of three years during the Term hereunder,\n      Employee may terminate this Employment Agreement without\n      penalty and as if this Employment Agreement were\n      fulfilled.  Employee shall have the option to continue\n      employment with the Company for the full term under this\n      Amendment.'\n\n2.    Article 3: Compensation and Benefits of the Employment\nAgreement is deleted in its entirety and the following is\nsubstituted in its place:\n\n      '3.1 Base Salary.  During the period beginning February\n      8, 1994 and ending February 7, 1997, Employee's annual\n      base salary shall be equal to and not more than Nine\n      Hundred Ninety Thousand and No\/100 Dollars ($990,000.00),\n      which shall be earned and paid in equal semimonthly\n      installments in accordance with Company's standard\n      payroll practice.  Any raises after the three year period\n      described above, shall be at the discretion of the\n      Compensation Committee of the Board of Directors of the\n      Company.'\n\n3.    (a)  The following shall be added to the end of paragraph\n3.8 of the Employment Agreement:\n\n      'Notwithstanding any provision to the contrary in this\nAgreement or the Exhibits and attachments hereto (including,\nwithout limitation, the Stock Finance Agreement attached to\nthis Agreement as Exhibit C and the attachments thereto (the\n'Stock Finance Documents') and the Loan Commitment Agreement\nattached to this Agreement as Exhibit D and the attachments\nthereto (the 'Loan Commitment Documents')), within thirty (30)\ndays of the Execution Date of this Amendment, the sum total of\nany and all Advances outstanding, in the amount of Seven and\na half Million Dollars ($7,500,000.00), including principal\nand interest, under the Stock Finance Documents and the Loan\nCommitment Documents together, shall be repaid by Employee.\n\n      (b)  The following shall be added to the end of Article\nII, Section 2.01, of the Loan Commitment Agreement: \nNotwithstanding any provision to the contrary in this\nAgreement or the Exhibits and attachments hereto, the Lender\nagrees, conditioned on future performance of substantial\nemployment services by Borrower, and on the terms and\nconditions hereinafter set forth, to make Advances to the\nBorrower (a 'Borrowing') from time to time on any Business Day\nduring the period from the Effective Date of this Amendment\nuntil February 8, 1999, in an aggregate amount not to exceed,\nat any time, the amount of Four Million Dollars\n($4,000,000.00).  Employee shall repay any amounts outstanding\nin excess of Four Million Dollars within thirty (30) days of\nthe Execution Date of this Amendment.\n\n4.    The following shall be added to the end of Article V,\nSection 5.01, of the Stock Finance Agreement:\n\n      (c)  'Notwithstanding any provision to the contrary in\nthis Agreement or the Exhibits and attachments thereto,\nEmployee has received a grant of Option (which does not\nconstitute an Incentive Stock Option), under and pursuant to\nthe terms and provisions of Company's Enron Corp. 1991 Stock\nPlan, as made by such Plan's Committee at its meeting of\nFebruary 7, 1994, to purchase One Million Two Hundred Thousand\n(1,200,000.00) shares of common stock of the Company.  Such\ngrant shall be made in the form of a Non-Qualified Stock\nOption Agreement as reflected in Exhibit A to this Fourth\nAmendment to the Employment Agreement between Company and\nEmployee for a term of seven (7) years beginning February 8,\n1994 and ending February 7, 2001.  The grant price of such\nOption shall be Thirty-Four and No\/100 Dollars ($34.00), the\nclosing price of the common stock of the Company on February\n8, 1994.  Such Option shall vest 20% immediately upon the date\nof grant with the remainder to vest six (6) years and ten (10)\nmonths from date of issue (February 8, 1994), accordingly:\n\n      (A)    Upon Grant               % Vested     Exercisable\n             240,000                    20%        Six (6) months after\n                                                   date of grant\n                                                   (2-8-94)\n\n             Six Years 10 Months      % Vested     Exercisable\n             960,000                    80%        12-8-00 unless\n                                                   previously vested\n                                                   and exercised\n\n      (B)  Notwithstanding the above, provided the performance\ncriteria of 15% annual earnings per share (EPS) growth is\nachieved in calendar years 1994, 1995, and 1996, as set forth\nbelow, vesting shall occur at the rate of 33% each year of\nthe remaining shares to be vested as follows:\n\n\n\n      1994                      1995                      1996\n\n      320,000                   320,000                   320,000\n\n      Earnings per share target*:\n\n      1994         $1.783\n      1995         $2.050\n      1996         $2.357\n\n      * 1993 adjusted earnings per share - $1.55\n\n      For purposes of vesting, 15% compounded growth in\nearnings per share will be cumulative so that any short fall\nin 1994, 1995, and\/or 1996 can be made up in subsequent years\n(including years after 1996) so long as the average growth in\nearnings per share for all previous years beginning in 1994 is\nat least 15% per year.\n\n      No additional vesting of the Option will occur if, and\nafter Employee leaves the Company, however all vested Options\nat the date of Employee's termination of employment with\nCompany can be exercised up until the end of February 7, 2001.\n\n      (d)  Notwithstanding any other provision in said Stock\nPlan or in the grant of said Option reflected in said Exhibit\nA, the vesting provision described in paragraphs (A) and (B)\nabove shall be the sole and exclusive method of vesting.'\n\n5.    This Agreement is the Fourth Amendment to the Employment\nAgreement, and the parties agree that all other terms,\nconditions and stipulations contained in the Employment\nAgreement shall remain\nin full force and effect and without any change or\nmodification, except as provided herein.\n\n      IN WITNESS WHEREOF, the parties have duly executed this\nAgreement as of the date first above written.\n\n\nENRON CORP.\n\n\nBy:  CHARLES A LeMAISTRE        \n      Charles A. LeMaistre\nTitle:  Chairman, Compensation\n         Committee of Board of\n         Directors\n\n\n\nENRON CORP.\n\n\nBy:     JOHN H. DUNCAN          \nName:   John H. Duncan\nTitle:  Chairman, Executive\n         Committee of Board of\n         Directors\n\n\n\nKENNETH L. LAY\n\n\nKENNETH L. LAY                \nEmployee\n\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":[9539,9544],"class_list":["post-39117","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39117","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=39117"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39117"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39117"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39117"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}