{"id":39124,"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-richard-d-kinder3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-enron-corp-and-richard-d-kinder3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-enron-corp-and-richard-d-kinder3.html","title":{"rendered":"Employment Agreement &#8211; Enron Corp. and Richard D. Kinder"},"content":{"rendered":"<pre>                SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT\n\n     This Agreement, made and entered into on this 28th day\nof February, 1994, ('Execution Date') and made\neffective as of February 8, 1994, by and between Enron Corp.\n('Company'), a Delaware corporation having its headquarters\nat 1400 Smith Street, Houston, Texas 77002, and Richard D.\nKinder ('Employee'), an individual residing in Houston,\nTexas, is an amendment to that certain Employment Agreement\nbetween the parties effective September 1, 1989 (the\n'Employment Agreement').\n\n     WHEREAS, the Employment Agreement incorporates the\nterms and provisions of a Stock Finance Agreement attached\nto the Employment Agreement as Exhibit C and a Loan\nCommitment Agreement attached to the Employment Agreement as\nExhibit D, respectively, as though recited therein in their\nentirety; and\n\n     WHEREAS, the parties desire to amend and clarify\ncertain provisions of the Employment Agreement, the Stock\nFinance Agreement, and the Loan Commitment Agreement;\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\nAgreement is deleted in its entirety and the following is\nsubstituted in its 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\n     may be agreed upon in writing by Employee and Company. \n     At the expiration of three years during the Term\n     hereunder, if Employee and Company are unable to\n     mutually agree upon an acceptable employment position\n     for the last two years of the five year Term, Employee\n     may terminate this Employment Agreement without penalty\n     and as if this Employment Agreement were fulfilled.'  \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 Term of employment, as\n     descibed at Article 2 of the Employment Agreement and\n     amended by this Fourth Amendment to the Employment\n     Agreement, Employee's annual base salary shall be not\n     less than Six Hundred Sixty Thousand and No\/100 Dollars\n     ($660,000.00), which shall be earned and paid in equal\n     semimonthly installments in accordance with Company's\n     standard payroll practice.  Employee shall be eligible\n     for annual increases at the discretion of the\n     Compensation Committee of the Board of Directors of the\n     Company.'\n\n3.   The following shall be added to the end of paragraph\n3.9 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')), effective\nFebruary 8, 1994, the sum total of any and all Advances\noutstanding, including principal and interest, under the\nStock Finance Documents and the Loan Commitment Documents,\nshall be rolled forward with interest accumulating.  All\nprincipal and interest existing at the end of the three year\nperiod ending February 7, 1997, shall be forgiven if Company\nand Employee have not reached an agreement regarding a\nmutually acceptable employment position.' \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 (1,000,000.00)\nshares of common stock of the Company.  Such grant shall be\nmade in the form of a Non-Qualified Stock Option Agreement\nas reflected in Exhibit A to this Sixth Amendment to the\nEmployment Agreement between Company and Employee for a term\nof seven (7) years beginning February 8, 1994 and ending\nFebruary 7, 2001.  The grant price of such Option shall be\nThirty-Four and No\/100 Dollars ($34.00), the closing price\nof the common stock of the Company on February 8, 1994. \nSuch Option shall vest 20% immediately upon the date of\ngrant 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          200,000                    20%     Six (6) months\n                                             after date of\n                                             grant\n                                             (2-8-94)\n\n          Six Years 10 Months      % Vested  Exercisable\n          800,000                    80%     12-8-00 unless\n                                             previously\n                                             vested and\n                                             exercised\n\n     (B)  Notwithstanding the above, provided the\nperformance criteria of 15% annual earnings per share (EPS)\ngrowth is achieved in calendar years 1994, 1995, and 1996,\nas set forth below, vesting shall occur at the rate of 33%\neach year of the remaining shares to be vested as follows:\n\n     1994                1995                1996\n\n     266,666             266,666             266,668\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\nyears (including years after 1996) so long as the average\ngrowth in earnings per share for all previous years\nbeginning in 1994 is at least 15% per year.\n\n     No additional vesting of the Option will occur if, and\nafter Employee leaves the Company, however all vested\nOptions at the date of Employee's termination of employment\nwith Company can be exercised up until the end of February\n7, 2001.\n     \n     (d)  Notwithstanding any other provision in said Stock\nPlan or in the grant of said Option reflected in said\nExhibit A, the vesting provision described in paragraphs (A)\nand (B) above shall be the sole and exclusive method of\nvesting.'\n\n5.   This Agreement is the Fourth Amendment to the\nEmployment Agreement, and the parties agree that all other\nterms, conditions and stipulations contained in the\nEmployment Agreement, as amended by any prior amendments\nthereto, shall remain in full force and effect and without\nany change or modification, 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\nName:   Charles A. LeMaistre\nTitle:  Chairman, Compensation\n        Committee of Board of\n        Directors\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\nRICHARD D. KINDER\n\nRICHARD D. KINDER\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-39124","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\/39124","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=39124"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39124"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39124"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39124"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}