{"id":39128,"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-thomas-e-white-jr.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-enron-corp-and-thomas-e-white-jr","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-enron-corp-and-thomas-e-white-jr.html","title":{"rendered":"Employment Agreement &#8211; Enron Corp. and Thomas E. White Jr."},"content":{"rendered":"<pre>                       ENRON POWER CORP.\n                     EMPLOYMENT AGREEMENT\n\n\n     This Employment Agreement ('Agreement') is made and\neffective as of July 1, 1990 (the 'Effective Date'), by\nand among Enron Power Corp., a Delaware corporation and\nsubsidiary of Enron Corp. ('Enron') having its\nheadquarters at 10077 Grogans Mill Road, Suite 475, The\nWoodlands, Texas 77380 ('EPC') and Thomas E. White, an\nindividual currently residing at 25B Lee Avenue, Fort\nMyers, Virginia  22211 ('Employee').\n\n                         WITNESSETH:\n\n     WHEREAS, EPC is desirous of employing Employee in an\nexecutive capacity on the terms and conditions, and for\nthe consideration, hereinafter set forth, and\n\n     WHEREAS, Employee is desirous of entering the employ\nof EPC on such terms and conditions and for such\nconsideration;\n\n     NOW, THEREFORE, for and in consideration of the\nmutual promises, covenants, and obligations contained\nherein, Enron and Employee agree as follows:\n\nARTICLE 1:  EMPLOYMENT AND DUTIES\n\n     1.1  Term.  EPC shall employ Employee, and Employee\nagrees to be employed by EPC, for the period set forth on\nExhibit A hereto beside the heading 'Term', subject to the\nterms and conditions of this Agreement, unless sooner\nterminated pursuant to other provisions hereof.\nSubsequent to such employment, EPC may assign this\nagreement to any successor or to any 90%-or-more owned\nsubsidiary of Enron that is principally engaged in the\nbusiness of owning, operating, developing, managing or\nadministering electric power generation facilities.\n\n     1.2  Position and Duties.  EPC shall maintain\nEmployee in the position or positions set forth beside the\nheading 'Title\/Office' on Exhibit A (the 'Officer\nPosition', which may include more than one office or\ntitle), or in such other positions as the parties mutually\nmay agree.  Employee agrees to serve in the Officer\nPosition, and to perform diligently and to the best of\nEmployee's abilities the duties and services appertaining\nto such position(s) as set forth in the bylaws of EPC, as\nwell as such additional duties and services appropriate to\nsuch office(s) which he from time to time may be\nreasonably directed to perform by the Board of Directors\nof EPC.  Employee agrees to comply with such company\npolicies and procedures of EPC as EPC may establish from\ntime to time.\n\n     1.3  Exclusivity.  Employee shall, during the period\nof his employment by EPC, devote such portion of his\nbusiness time, energy and best efforts to the business and\naffairs of EPC as is necessary to fulfill his obligations\nunder Section 1.2.  Employee may not engage, directly or\nindirectly, in any other business, investment or activity\nthat shall violate the provisions of Article 5, interferes\nwith Employee's performance of his duties hereunder, be\ncontrary to the interests of EPC or Enron or require any\nsignificant portion of Employee's business time.\n\nARTICLE 2:  COMPENSATION AND BENEFITS\n\n     2.1  Base Salary.  Employee's base salary during the\nterm hereof shall be not less than the amount set forth\nbeside the heading 'Base Salary' on Exhibit A, and shall\nbe reviewed periodically for adjustment Employee's base\nsalary shall be earned and paid in equal semimonthly\ninstallments in accordance with EPC's standard payroll\npractice.\n\n     2.2  Perquisites and Benefits.  Employee shall be\nentitled to the perquisites and benefits applicable to\nother senior e officers of EPC (other than John B. Wing),\nand such additional ones as may from time to time be\napproved for Employee by EPC's Board of Directors.\n\n     2.3  Vacation. During each year of his employment,\nEmployee shall be entitled to the amount of vacation per\ncalendar year set forth beside the heading 'Vacation' on\nExhibit A.\n\n     2.4  Phantom Equity Interests.  A. Grant of Phantom\nEquity.  Employee is hereby granted the contingent rights\nset forth beside the heading 'Phantom Equity %' on Exhibit\nA, the terms of which rights are set forth and governed by\nthe provisions in this Section 2.4 and in the Enron Power\nCorp. Phantom Equity Plan (the 'Plan') attached as Exhibit\nB.  Employee understands and agrees that in the event of a\ntermination of Employee's employment other than an\nInvoluntary Termination, or a voluntary redemption by\nEmployee of Phantom Equity prior to the end of the Term\nhereof the amount paid to Employee pursuant to the Phantom\nEquity will not be based on its or EPC's market value and\ntherefore may be substantially less than would be payable\nupon an Involuntary Termination or at the expiration of\nthe Term of this Agreement.  Employee further understands\nand agrees that Employee was offered the opportunity to\nexecute this Agreement for a Term equal to the Vesting\nSchedule on Exhibit A, and that if Employee elected a\nshorter term and the Term hereof expires prior to the end\nof the Vesting Schedule on Exhibit A, and Employee and the\nCompany are unable to agree on terms of continued\nemployment and Employee's employment with the Company\nterminates, the portion of the Phantom Equity that had not\nyet vested will never vest and will be forever lost and\nforfeited by Employee.  Employee further understands and\nagrees that an inherent feature of the Phantom Equity is\nthe right and duty of the Board of Directors or a\ncommittee designated by it to reasonably determine the\nvalue of the Phantom Equity under certain circumstances,\nwithout any initial input or verification from Employee.\nEmployee shall not be entitled to sell participate out,\ntransfer or otherwise dispose of any Phantom Equity\ninterest otherwise than by will or the laws of descent and\ndistribution.\n\n     B.   Redemption of Phantom Equity.  Subject to the\nearlier expiration of this grant of Phantom Equity as\nherein provided, the Phantom Equity and\/or the Accumulated\nPhantom Dividends (as defined in the Plan) may be redeemed\nin whole or in part by written notice to the Company (a\n'Redemption Request'), during any Redemption Period (as\ndefined in the Plan) applicable to Employee, in the manner\nand for the values set forth in the Plan, but shall not be\nredeemed for more than a percentage of the aggregate\namount of Phantom Equity awarded by this grant determined\nin accordance with the Vesting Schedule on Exhibit A.\n\n     C.   Calculation of Redemption Payment.  The\ncalculation of the amount which Employee is entitled upon\nmaking a proper Redemption Request shall be made in\naccordance with the Plan.  Such calculation shall utilize\nthe Company's Market Value as the Company Value (as\ndefined in the Plan) if such redemption occurs (i)\npursuant to an Accelerated Vesting Date (as defined\nbelow), (ii) after the expiration of the Term hereof if\nEmployee's employment has continued throughout such Term\nwithout termination, or (iii) under other circumstances\nwhere the Plan may from time to time expressly provide for\nsuch Market Value calculation.  All other redemption\npayments shall be calculated using Book Value as the\nCompany Value (as defined in the Plan).\n\n     D.   Special Vesting and Redemption Provisions\n\n             (i) General Rule.  Except as provided below\nin this Section 2.4 or in the Plan, the Phantom Equity may\nbe redeemed, during Employee's lifetime, only by Employee\n(or Employee's guardian or legal representative) and (a)\nduring a Redemption Period occurring while Employee\nremains an employee of the Company or (b) during the first\nRedemption Period after expiration of the Term hereof.\n\n             (ii)Employment Termination.  If Employee's\nemployment with Company terminates prior to the end of the\nTerm hereof as a result of termination without cause by\nEmployee or a Termination for Cause of Employee by the\nCompany, all rights of Employee to Phantom Equity shall\nimmediately terminate, expire, and be void as if such\nEmployee's Phantom Equity % had always been zero.\n\n             (iii) Death, Disability, Involuntary\nTermination. Notwithstanding the provisions of Exhibit A,\nin the event Employee dies, becomes permanently disabled\nor is Voluntarily Terminated prior to all Phantom Equity\nbecoming vested (the date on which such event occurs or is\neffective being the 'Accelerated Vesting Date'), all\nnonvested Phantom Equity shall immediately fully vest (i)\nin the case of death or Involuntary Termination, upon the\nAccelerated Vesting Date as if the Vesting Schedule had\nbeen completed, and (ii) in the case of permanent\ndisability, in accordance with the Vesting Schedule\nirrespective of whether employment continues or is\nterminated.  In either such case, the Phantom Equity may\nbe redeemed by Employee (or Employee's estate, legal\nguardian, or person who acquires the Phantom Equity by\nreason of bequest or inheritance) any time during the\nSpecial Redemption Period (as defined in the Plan)\nfollowing such Accelerated Vesting Date (as defined in the\nPlan), and during subsequent Redemption Periods in the\nevent of permanent disability, at 'Market Value' as set\nforth in Section 5B(2) of the Plan.  As used herein,\n'permanent disability' shall have the same meaning as the\nterm 'Total Disability' has in the Long Term Disability\nPlan of the Company.\n             \n             (iv) Six-Month Restriction.  Notwithstanding\nanything to the contrary herein, if Employee is then an\nofficer, director or affiliate of the Company at a time\nwhen the Company has securities registered under the\nSecurities Exchange Art of 1934, as amended, the Phantom\nEquity may not be redeemed prior to the expiration of six\nmonths from the date of grant hereof (except in the event\nof the death or incapacity of Employee prior to the\nexpiration of such six-month period), and thereafter any\nvoluntary redemption that results in the receipt of cash\nshall be exercisable only during a period beginning on the\nthird business day and ending on the twelfth business day\nfollowing the date of release by the Company for\npublication of quarterly and annual summary statements of\nsales and earnings.\n             \n             (v) Notwithstanding any other provision\nhereof, the Phantom Equity shall not be redeemable in any\nevent after the expiration of six years from the date of\ngrant hereof, provided, that the provision shall not\nterminate redemptions requested prior to the end of such\nsix-year period until such redemptions have been fully\npaid and all disputes resolved in accordance with the\nprovisions of the Plan.\n             \n     2.5  Effect of Termination, Death or Disability on\nCompensation and Benefits.  Except as otherwise provided\nin Section 2.4, if Employee's employment hereunder shall\nbe terminated by EPC or by Employee, upon such\ntermination, regardless of the reason therefor, all\ncompensation and all benefits to Employee under this\nAgreement shall terminate contemporaneously with the\ntermination of such employment, except that in the case of\nan Involuntary Termination (as defined in Article 3) prior\nto expiration of the Term of employment established in\nSection 1.1, Employee shall in consideration of Employee's\ncontinuing obligations hereunder after such termination,\nbe entitled to receive (i) the compensation described in\nSection 2.1 of this Article 2 as if Employee's employment\n(which shall cease) had continued for the full Term of\nthis Agreement, and (ii) the benefits described in Section\n2.2 applicable to active senior executive officers of EPC\n(or the essential equivalent in the case of insurance and\ndisability plans) for the same period as Employee's\ncompensation hereunder is con pursuant to clause 2.5(i),\nusing such annual compensation amount as the compensation\nbase where relevant.  In addition, Employee or Employee's\nsurviving spouse shall be provided additional pension\npayments in the amount that such person would have\nreceived, pursuant to the retirement, supplemental\nretirement and pension plans of EPC to which Employee was\nentitled pursuant to Section 2.2 had Employee's employment\ncontinued through the Term of this Agreement.\n             \n     2.6  Benefits Unsecured and Unfunded.  Unless EPC\nspecifically specifies in writing to the contrary, none of\nthe benefits or arrangements described in this Article 2\nshall be secured or funded in any way, and each shall\ninstead constitute a general liability of EPC to be paid\nexclusively from the general assets of EPC, and shall be\nan unfunded and unsecured promise to pay money in the\nfuture.\n             \nARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM\n\n     3.1  Generally.  The termination of Employee's\nemployment by EPC prior to the expiration of the term\ndescribed in Section 1.1 shall constitute a 'Termination\nfor Cause' if made in accordance with the provisions of\nSection 3.2 below and otherwise shall constitute an\n'Involuntary Termination' as described in Section 3.3\nbelow.  The termination of Employee's employment by\nEmployee prior to the expiration of the Term set forth in\nSection 1.1 shall constitute an 'Involuntary Termination'\nif made in accordance with the provisions of paragraph\n3.3(ii) below and shall otherwise constitute termination\nwithout cause.\n\n      3.2 Termination for Cause.  As used in this\nAgreement, 'Termination for Cause' shall mean termination\nby action of EPC's Board of Directors because of\nEmployee's (i) conviction of a felony (which, through\nlapse of time or otherwise, is not subject to appeal);\nrefusal without proper legal cause to perform Employee's\nduties and responsibilities; (iii) material breach of a\nmaterial provision of this Agreement; or (iv) engaging in\nconduct which Employee has reason to know is materially\ninjurious to EPC or its parents or subsidiaries.  Such\ntermination shall be effected by notice thereof delivered\nby EPC to Employee and shall be effective as of the date\nof such notice; provided, however, that if such\ntermination is pursuant to (ii) or (iii) above and within\nseven days (in the case of a refusal) or thirty days (in\nthe case of a material breach) following the date of such\nnotice Employee shall cease such refusal or breach and\nshall use his best efforts to perform such duties and\nresponsibilities or correct such breach, the termination\nshall not be effective; and, provided further, that EPC\nshall consult m good faith with Employee and provide an\nopportunity for Employee to be heard prior to effecting\nany termination under this section and that failure to do\nso shall constitute Involuntary Termination.\n\n     3.3  Involuntary Termination.  As used in this\nAgreement, 'Involuntary Termination' or 'Involuntarily\nTerminated' shall mean termination of Employee's\nemployment with EPC if such termination results from:\n\n        (i)    termination by EPC on any grounds\n               whatsoever except 'Termination for Cause'\n               as defined in Section 3.2 above and except\n               upon Employee's death or Permanent\n               Disability;\n\n        (ii)   termination by Employee within 60 days of\n               and in connection with or based upon any of\n               the following:\n\n               (a) a substantial and material reduction in\n                   the nature or scope of Employee's\n                   responsibilities, which results in\n                   Employee not having a senior officer\n                   position in EPC or Enron Power (U.K.)\n                   Limited or results in an overall\n                   material and substantial reduction from\n                   the level of responsibility and stature\n                   that accompany the Officer Position as\n                   of the effective date of this Agreement\n                   or later agreed to by Employee and EPC,\n                   which reduction remains in place and\n                   uncorrected for thirty (30) days\n                   following written notice of such breach\n                   to EPC by Employee;\n\n               (b) a change in the location for the\n                   primary performance of Employee's\n                   services under this Agreement from\n                   London or The Woodlands to a city\n                   which is more than 50 miles away from\n                   both such locations, which change is\n                   not approved by Employee;\n\n               (c) a material breach by EPC of any\n                   material provision of this Agreement,\n                   which breach, if correctable, remains\n                   uncorrected for 30 days following\n                   written notice of such breach to EPC\n                   or Enron (as applicable) by Employee;\n                  \n                  To effect a termination t to Section 3.3(ii) of this,\nEmployee shall give written notice to EPC that he has\nelected to terminate his employment hereunder and stating\nthe effective date and reason for such termination,\nprovided that such action shall not terminate this\nAgreement or alter or amend any other provisions hereof or\nrights hereunder.  Employee shall not be under any duty or\nobligation to seek or accept other employment following\nInvoluntary Termination and no amount, payment or benefit\ndue Employee hereunder or otherwise shall be reduced or\nsuspended if Employee accepts subsequent employment.\n\n     3.4  Effect of Death, Retirement or Disability on\nInvoluntary Termination Benefits.  In the event of\nEmployee's death, retirement or Permanent Disability\nfollowing Employee's Involuntary Termination, Employee or\nEmployee's legal representatives shall be entitled to\nreceive the balance of any unpaid amounts payable under\nArticle 3.  However, in no event will Employee or\nEmployee's legal representatives receive payments under\nthis Article 3 if Employee dies, retires or becomes\nPermanently Disabled prior to an event that, but for such\ndeath, retirement or Permanent Disability, would have\nconstituted an Involuntary Termination of Employee.\n\n     3.5  Offset of Severance Benefits.  The compensation\nand benefits payable to Employee under this Agreement\nshall be offset against any amounts to which Employee may\notherwise be entitled under any and all severance plans\nand policies of EPC or an affiliate of EPC presently in\neffect or which may be adopted or amended in the future.\n\nARTICLE 4: CONFIDENTIAL INFORMATION\n\n     4.1  EPC Information.  Employee acknowledges that the\nbusiness of EPC, Enron and their affiliates is highly\ncompetitive and that EPC's project development strategies,\nbooks, records and documents, EPC's technical information\nconcerning its products, equipment, services and\nprocesses, procurement procedures and pricing techniques,\nthe names of and other information (such as credit and\nfinancial data) concerning EPC' customers and business\naffiliates, all comprise confidential business information\nand trade secrets of EPC which are valuable, special and\nunique assets of EPC, which EPC uses in its business to\nobtain a competitive advantage over EPC'S competitors\nwhich do not know or use this information.  Employee\nfurther acknowledges that protection of EPC'S confidential\nbusiness information and trade secrets against\nunauthorized disclosure and use, is of critical importance\nto EPC in maintaining its competitive position.\nAccordingly, Employee hereby agrees that he or she will\nnot, at any time during or after his or her employment by\nEPC, make any unauthorized disclosure of any confidential\nbusiness information or trade secrets of EPC, or make any\nuse thereof for the benefit of, and on behalf of, EPC.\nFor the purposes of this Section 4.1, the term 'EPC' shall\nalso include EPC, Enron and their affiliates, and Enron\nshall be a third party beneficiary of the provisions of\nthis Section 4.1.\n\n     4.2  Third Party Information.  Employee acknowledges\nthat, as a result of his employment by EPC, he may from\ntime to time have access to, or knowledge of, confidential\nbusiness information or trade secrets of third parties,\nsuch as customers, suppliers, partners, joint venturers,\nand the like, of EPC.  Employee agrees to preserve and\nprotect the confidentiality of such third party\nconfidential information and trade secrets to the same\nextent, and on the same basis, as EPC confidential\nbusiness information and trade secrets.\n\n     4.3  Return of Documents.  All written materials,\nrecords and other documents made by, or coming into the\npossession of, Employee during the period of his\nemployment by EPC which contain or disclose EPC\nconfidential business information or trade secrets shall\nbe and remain the property of EPC.  Upon termination of\nEmployee's employment by EPC, for any reason, he promptly\nshall deliver the same, and all copies thereof to EPC.\n\nARTICLE 5:  NON-COMPETITION\n\n     5.1  Term and Scope.  As part of the consideration\nfor the compensation to be paid to Employee hereunder, and\nas an additional incentive for EPC to enter into this\nAgreement, the parties agree to the non-competitive\nprovisions of this Article 5, and Employee agrees that (i)\nduring the Term hereof, and (ii) in the event Employee's\nemployment with EPC terminates (other than under\ncircumstances constituting an Involuntary Termination or\nupon expiration of the term set forth in Section 1.1), for\na period of one year following such termination of\nemployment Employee will not, directly or indirectly for\nhimself or for others, in any foreign country where EPC,\nEnron or any of their affiliates are then conducting any\nbusiness or have, during the previous twelve months,\nconducted any business, or in any state of the United\nStates:\n\n        (i)   engage in or render advice or services to\n               or otherwise assist any other person or\n               entity who is engaged, directly or\n               indirectly, in any business similar or\n               related to or competitive with (i) the\n               business of generation for sale of electric\n               power (including as a vendor, supplier or\n               customer of an electric generation or\n               plant), or (ii) the gas supply and\n               marketing business conducted by Enron or\n               its affiliates;\n\n        (ii)  transact any business in any manner\n               pertaining to suppliers or customers of\n               EPC, Enron or any. of their affiliates\n               which, in any manner, would have, or is\n               likely to have, an adverse effect upon EPC,\n               Enron or any of their affiliates; or\n        \n        (iii) induce any employee of EPC, Enron or any of\n               their affiliates to terminate his or her\n               employment with any of EPC, Enron or such\n               affiliates, or hire or assist in the hiring\n               of any such employee by an entity not\n               affiliated with Enron.\n        \nAs used in this Article 5, 'Enron' and 'EPC' shall include\ntheir respective affiliates and any entity in which Enron\nPower (U.K.) Limited owns at least 20% of the securities\nentitled to vote in the election of directors or\nmanagement committee members.\n\n5.2  Effect of Provisions.  Employee understands that the\nforegoing restrictions may limit his or her ability to\nengage in business similar to those described in clause\n(i)-(iii) above anywhere in the world during the period\nprovided for above, but acknowledges that Employee will\nreceive sufficiently high remuneration and other benefits\nunder this Agreement to justify such restriction.\nEmployee acknowledges that money damages would not be\nsufficient remedy for any breach of this Article 5 by\nEmployee, and Enron or EPC shall be entitled to enforce\nthe provisions of this Article 5 by terminating any\npayments then owing to Employee under this Agreement\nand\/or to specific performance and injunctive relief as\nremedies for such breach or any threatened breach.  Such\nremedies shall not be deemed the exclusive remedies for a\nbreach of this Article 5, but shall be in addition to all\nremedies available at law or in equity to Enron or EPC,\nincluding the recovery of damages from Employee and his or\nher agents involved in such breach.\n\n     5.3  Enforceability.  It is expressly understood and\nagreed that Enron, EPC, and Employee consider the\nrestrictions contained in this Article 5 to be reasonable\nand necessary for the proprietary information of Enron and\nEPC.  Nevertheless, if any of the aforesaid restrictions\nare found by a court having jurisdiction to be\nunreasonable, or over broad as to geographic area or time,\nor otherwise unenforceable, the parties intend for the\nrestrictions therein set forth to be modified by such\ncourts so as to be reasonable and enforceable and, as so\nmodified by the court, to be fully enforced.\n\nARTICLE 6: MISCELLANEOUS\n          \n     6.1  Definitions.  For purposes of this Agreement the\nfollowing terms shall have the meanings ascribed to them\nbelow:\n\n     A.  'Affiliate' or 'affiliated' is used to indicate a\nrelationship to a specified person or entity and shall\nmean a person who directly, or indirectly through one or\nmore intermediaries, controls, or is controlled by, or is\nunder common control with, such specified person or\nentity.\n\n     B.  'Permanent Disability' shall mean such permanent\ndisability supported by written medical opinion of a\nphysician acceptable to EPC that Employee is permanently\nincapable of performing his duties for physical or mental\nreasons, and that qualifies Employee for benefits under\nEPC's long-term disability plan, if any.\n\n     6.2  Notices.  For purposes of this Agreement,\nnotices and all other communications provided for herein\nshall be in writing and shall be deemed to have been duly\ngiven when personally delivered or when mailed by United\nStates registered or certified mail, return receipt\nrequested, postage prepaid, addressed as follows:\n\nIf to EPC, to:      Enron Power Corp.\n                    10077 Grogans Mill Road\n                    The Woodlands, Texas 77380\n                    Attention:   Chief Financial Officer\n\nWith a copy to:     Enron Corp.\n                    1400 Smith\n                    Houston, Texas 77002\n                    Attention:   Corporate Secretary\n\nIf to Employee, to the address shown on the first page\nhereof.\n\nor to such other address as any party may furnish to the\nothers in writing in accordance herewith, except that\nnotices of changes of address shall be effective only upon\nreceipt.\n\n     6.3  Applicable Law.  This contract shall be governed\nin all respects by the laws of the State of Texas.\n\n6.4  No Waiver.  No failure by either party hereto at any\ntime to give notice of any breach by the other party of,\nor to require compliance with, any condition or provision\nof this Agreement shall be deemed a waiver of similar or\ndissimilar provisions or conditions at the same or at any\nprior or subsequent time.\n\n     6.5  Remedy for Breach of Contract.  The parties\nagree that in the event there is any breach or asserted\nbreach of the terms, covenants or conditions of this\nAgreement, the remedy of the parties hereto shall be in\nlaw and in equity and injunctive relief shall lie for the\nenforcement of or relief from any provisions of this\nAgreement.  If any remedy or relief is sought and obtained\nby any party against one of the other parties pursuant to\nthis Section 6.5, the other party shall, in addition to\nthe remedy of relief so obtained, be liable to the party\nseeking such remedy or relief for the expenses incurred by\nsuch party in successfully obtaining such remedy or\nrelief, in the fees and expenses of such successful\nparty's counsel.\n\n     6.6  Severability.  It is a desire and intent of the\nparties that the terms, provisions, covenants and remedies\ncontained in this Agreement shall be enforceable to the\nfullest extent permitted by law.  If any such term,\nprovision, covenant or remedy of this Agreement or the\napplication thereof to any person or circumstances shall\nto any extent, be construed to be invalid or unenforceable\nin whole or in part, then such term, provision, covenant\nor remedy shall be construed in a manner so as to permit\nits enforceability under the applicable law to the fullest\nextent permitted by law.  In any case, the remaining\nprovisions of this Agreement or the application thereof to\nany person or circumstances other than those to which they\nhave been held invalid or unenforceable, shall remain in\nfull force and effect.\n\n     6.7  Counterparts.  This Agreement may be executed in\none or more counterparts, each of which shall be deemed to\nbe an original, but all of which together will constitute\none and the same Agreement.\n\n     6.8  Withholding of Taxes.  EPC may withhold from any\nbenefits or amounts payable under this Agreement all\nfederal state, city or other taxes as may be required\npursuant to any law or governmental regulation or ruling.\n\n     6.9  Headings.  The paragraph headings have been\ninserted for purposes of convenience and shall not be used\nfor interpretive- purposes.\n\n     6.10 Successors and Assignments.  This Agreement\nautomatically shall be binding upon and inure to the\nbenefit of EPC and any corporation or other entity which\nmay hereafter acquire or succeed to all or substantially\nall of the business or assets of EPC by any means whether\ndirect or indirect, by purchase, merger, consolidation or\notherwise.  As used in this Section 6.10, 'EPC' shall mean\nEPC as defined on the first page of this Agreement and any\nsuccessor to its business or assets by operation of law or\notherwise.  Employee's rights and obligations under\nArticle 1 hereof are personal and such rights, benefits,\nand obligations of Employee shall not be voluntarily or\ninvoluntarily assigned, alienated or transferred, whether\nby operation of law or otherwise, without the prior\nwritten consent of EPC.  This Agreement shall otherwise be\nbinding upon and inure to the benefit of Employee's\npersonal or legal representatives, executors,\nadministrators, successors, heirs, distributees, devisees,\nlegatees, and permitted assigns including but not limited\nto the rights set forth in Articles 2 and 3.  Except as\nexpressly provided herein, this Agreement is not intended\nto confer upon any person any rights or remedies\nhereunder.\n\n     6.11 Entire Agreement; Modification.  This Agreement\nconstitutes the entire agreement of the parties with\nregard to the subject matter hereof and contains all of\nthe covenants, promises, representations, warranties and\nagreements between the parties with respect to employment\nof Employee by EPC.  This Agreement is personal to each of\nthe parties, and is not part of a plan or program\ninvolving others.  Each party to this Agreement\nacknowledges that no representation, inducement, promise\nor agreement, oral or written, has been made by either\nparty, which is not embodied herein, and that no\nagreement, statement, or promise relating to the\nemployment of Employee by EPC that is not contained in\nthis Agreement shall be valid or binding.  Any\nmodification of this Agreement will be effective only if\nit is in writing and signed by each party whose rights\nhereunder are affected thereby provided that any such\nmodification must be authorized or approved by the Board\nof Directors of EPC.\n\n     6.12 Cancellation of Prior Agreements.  By execution\nof this Agreement, Employee hereby forever waives,\nreleases and forgives all rights, benefits and\ncompensation ('rights') which Employee may have or be\nentitled to under any and all other individual employment\nagreements or individual severance agreements, between\nEmployee and EPC (or any affiliate or subsidiary or EPC),\nor rights under any compensation plans or programs\nthereof. entered into or granted to Employee prior to the\neffective date of this Agreement (and this Section 6.12\nconstitutes a modification of any such agreements or\narrangements which terminates the provisions thereof).\n\n   IN WITNESS WHEREOF. the parties have duly executed this\nAgreement as of the date first above written.\n                              \n                              ENRON POWER CORP.\n                              \n                              \n                              By:  JOHN B. WING\n                                   John B. Wing\n                                   Chairman of the Board\n                                   of Directors\n\n\n\n\n                              THOMAS E. WHITE\n                              Thomas E. White\n                              EMPLOYEE\n\n                      ENRON POWER CORP.\n                              \n                          EXHIBIT A\n                             TO\n                    EMPLOYMENT AGREEMENT\n\n\n\n\nEmployee Name:           Thomas E. White\n\nTerm:                    Effective Date through June 30, 1995\n\nTitle\/Office:            Executive Vice President\n\nBase Salary:             $135,000\n\nVacation:                4 weeks\n\nPhantom Equity %:        .5%\n\nVesting Schedule:        20% of Phantom Equity vests on\n                         each anniversary of the\n                         Effective Date over five years,\n                         as follows:\n                                               Aggregate\n               Time                          Vested Portion\n\nPrior to 1st anniversary of Effective Date . . . .   0%\nOn and after 1st anniversary of Effective Date . .  20%\nOn and after 2nd anniversary of Effective Date . .  40%\nOn and after 3rd anniversary of Effective Date . .  60%\nOn and after 4th anniversary of Effective Date . .  80%\nOn and after 5th anniversary of Effective Date . . 100%\n\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-39128","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\/39128","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=39128"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39128"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39128"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39128"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}