{"id":39828,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-employment-agreement-enron-corp-and-joseph-w-sutton2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-enron-corp-and-joseph-w-sutton2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-enron-corp-and-joseph-w-sutton2.html","title":{"rendered":"Executive Employment Agreement &#8211; Enron Corp. and Joseph W. Sutton"},"content":{"rendered":"<pre>\n               EXECUTIVE EMPLOYMENT AGREEMENT\n\n     This Employment Agreement ('Agreement'), including the\nattached Exhibit 'A,' is entered into between Enron Corp.,\nan Oregon corporation, having offices at 1400 Smith Street,\nHouston, Texas 77002 ('Employer'), and Joseph W. Sutton, an\nindividual currently residing at 31 Half Moon Court, The\nWoodlands, Texas 77380 ('Employee'), to be effective as of\nJune 23, 1998 (the 'Effective Date').\n\n                          WITNESSETH:\n\n     WHEREAS, Employee is currently employed under that\ncertain Employment Agreement between Enron Development Corp.\nand Joseph W. Sutton, effective January 1, 1996.\n\n     WHEREAS, Employee is willing to continue his employment\nwith Employer under the terms and conditions set forth in\nthis Employment Agreement ('Agreement'), effective June 23,\n1998(the 'Effective Date'), between Enron Corp. and Joseph\nW. Sutton, and said Agreement shall supersede all previous\nagreements; and\n\n     NOW, THEREFORE, for and in consideration of the mutual\npromises, covenants, and obligations contained herein,\nEmployer and Employee agree as follows:\n\nARTICLE 1:  EMPLOYMENT AND DUTIES:\n\n     1.1  Employer agrees to employ Employee, and Employee\nagrees to be employed by Employer, beginning as of the\nEffective Date and continuing until the date set forth on\nExhibit 'A' (the 'Term'), subject to the terms and\nconditions of this Agreement.\n     \n     1.2  Employee initially shall be employed in the\nposition set forth on Exhibit A.  Employer may subsequently\nassign Employee to a different position or modify Employee's\nduties and responsibilities; provided however, in the event\nEmployer substantially reduces the duties or\nresponsibilities of Employee, Employee may elect to\nterminate this Agreement under Section 3.2(ii) and said\ntermination shall constitute an Involuntary Termination for\npurposes of Section 3.5.  Moreover, Employer may assign this\nAgreement and Employee's employment to Enron or any\naffiliates of Enron.  Employee agrees to serve in the\nassigned position and to perform diligently and to the best\nof Employee's abilities the duties and services appertaining\nto such position as determined by Employer, as well as such\nadditional or different duties and services appropriate to\nsuch position which Employee from time to time may be\nreasonably directed to perform by Employer.  Employee shall\nat all times comply with and be subject to such policies and\nprocedures as Employer may establish from time to time.\n     \n     1.3  Employee shall, during the period of Employee's\nemployment by Employer, devote Employee's full business\ntime, energy, and best efforts to the business and affairs\nof Employer.  Employee may not engage, directly or\nindirectly, in any other business, investment, or activity\nthat interferes with Employee's performance of Employee's\nduties hereunder, is contrary to the interests of Employer\nor Enron, or requires any significant portion of Employee's\nbusiness time.\n     \n     1.4  In connection with Employee's employment by\nEmployer, Employer shall endeavor to provide Employee access\nto such confidential information pertaining to the business\nand services of Employer as is appropriate for Employee's\nemployment responsibilities.  Employer also shall endeavor\nto provide to Employee the opportunity to develop business\nrelationships with those of Employer's clients and potential\nclients that are appropriate for Employee's employment\nresponsibilities.\n     \n     1.5  Employee acknowledges and agrees that, at all\ntimes during the employment relationship Employee owes\nfiduciary duties to Employer, including but not limited to\nthe fiduciary duties of the highest loyalty, fidelity and\nallegiance to act at all times in the best interests of the\nEmployer, to make full disclosure to Employer of all\ninformation that pertains to Employer's business and\ninterests, to do no act which would injure Employer's\nbusiness, its interests, or its reputation, and to refrain\nfrom using for Employee's own benefit or for the benefit of\nothers any information or opportunities pertaining to\nEmployer's business or interests that are entrusted to\nEmployee or that he learned while employed by Employer.\nEmployee acknowledges and agrees that upon termination of\nthe employment relationship, Employee shall continue to\nrefrain from using for his own benefit or the benefit of\nothers any information or opportunities pertaining to\nEmployer's business or interests that were entrusted to\nEmployee during the employment relationship or that he\nlearned while employed by Employer.  Employee agrees that\nwhile employed by Employer and thereafter he shall not\nknowingly take any action which interferes with the internal\nrelationships between Employer and its employees or\nrepresentatives or interferes with the external\nrelationships between Employer and third parties.\n     \n     1.6  It is agreed that any direct or indirect interest\nin, connection with, or benefit from any outside activities,\nparticularly commercial activities, which interest might in\nany way adversely affect Employer or any of its affiliates,\ninvolves a possible conflict of interest.  In keeping with\nEmployee's fiduciary duties to Employer, Employee agrees\nthat during the employment relationship Employee shall not\nknowingly become involved in a conflict of interest with\nEmployer or its affiliates, or upon discovery thereof, allow\nsuch a conflict to continue.  Moreover, Employee agrees that\nEmployee shall disclose to Employer's President any facts\nwhich might involve such a conflict of interest that has not\nbeen approved by Employer's President.  Employer and\nEmployee recognize that it is impossible to provide an\nexhaustive list of actions or interests which constitute a\n'conflict of interest.'  Moreover, Employer and Employee\nrecognize there are many borderline situations.  In some\ninstances, full disclosure of facts by the Employee to\nEmployer's President may be all that is necessary to enable\nEmployer or its affiliates to protect its interests.  In\nothers, if no improper motivation appears to exist and the\ninterests of Employer or its affiliates have not suffered,\nprompt elimination of the outside interest will suffice.  In\nstill others, it may be necessary for Employer to terminate\nthe employment relationship.  Employer and Employee agree\nthat Employer's determination as to whether a conflict of\ninterest exists shall be conclusive.  Employer reserves the\nright to take such action as, in its judgment, will end the\nconflict.\n     \n     1.7  Employee understands and acknowledges that the\nterms and conditions of this Agreement constitute\nconfidential information.  Employee shall keep confidential\nthe terms of this Agreement and shall not disclose this\nconfidential information to anyone other than Employee's\nattorneys, tax advisors, or as required by law.  Employee\nacknowledges and understands that disclosure of the terms of\nthis Agreement constitutes a material breach of this\nAgreement and could subject Employee to disciplinary action,\nincluding without limitation, termination of employment.\n\nARTICLE 2:  COMPENSATION AND BENEFITS:\n\n     2.1  Employee's monthly base salary during the Term\nshall be not less than the amount set forth under the\nheading 'Monthly Base Salary' on Exhibit A, subject to\nincrease at the sole discretion of the Employer, which shall\nbe paid in semimonthly installments in accordance with\nEmployer's standard payroll practice.  Any calculation to be\nmade under this Agreement with respect to Employee's Monthly\nBase Salary shall be made using the then current Monthly\nBase Salary in effect at the time of the event for which\nsuch calculation is made.\n     \n     2.2  While employed by Employer (both during the Term\nand thereafter), Employee shall be allowed to participate,\non the same basis generally as other employees of Employer,\nin all general employee benefit plans and programs,\nincluding improvements or modifications of the same, which\non the effective date or thereafter are made available by\nEmployer to all or substantially all of Employer's\nemployees.  Such benefits, plans, and programs may include,\nwithout limitation, medical, health, and dental care, life\ninsurance, disability protection, and pension plans.\nNothing in this Agreement is to be construed or interpreted\nto provide greater rights, participation, coverage, or\nbenefits under such benefit plans or programs than provided\nto similarly situated employees pursuant to the terms and\nconditions of such benefit plans and programs.\n     \n     2.3  Employer shall not by reason of this Article 2 be\nobligated to institute, maintain, or refrain from changing,\namending, or discontinuing, any such incentive compensation\nor employee benefit program or plan, so long as such actions\nare similarly applicable to covered employees generally.\nMoreover, unless specifically provided for in a written plan\ndocument adopted by the Board of Directors of either\nEmployer or Enron, none of the benefits or arrangements\ndescribed in this Article 2 shall be secured or funded in\nany way, and each shall instead constitute an unfunded and\nunsecured promise to pay money in the future exclusively\nfrom the general assets of Employer.\n     \n     2.4  Subject to the approval of the Compensation\nCommittee of the Enron Corp. Board of Directors, Employee\nshall receive an option to purchase 100,000 shares of Enron\nCorp. Common Stock.  The grant shall be effective on the\ndate approved by the Compensation Committee and shall vest\n33.3% on 5\/4\/1999, 5\/4\/2000, 5\/4\/2001 and shall be evidenced\nby a grant agreement.\n     \n     2.5  The Employer shall pay the Employee a Deferred\nProject Plan ('DP Plan') bonus for SARAS in the amount of\n$765,334.00 and for Puerto Rico in the amount of\n$1,705,462.00, both amounts with applicable interest as\ndefined in the DP Plan.  Employee shall vest immediately in\nthe total sum of these bonuses and 50% shall be paid to\nEmployee upon the execution of this Agreement and the\nremaining 50% shall be paid at the start of commercial\noperations subject to adjustment as provided for in the DP\nPlan.\n     \n     2.6  As of the Effective Date, Employee is fifty\npercent (50%) vested in a Stock Option Grant Agreement dated\nFebruary 12, 1996, granting Employee an option to purchase\n100,000 shares of the Employer's common stock.  Employer\nshall cause the vesting schedule of said Agreement to be\namended at the first meeting of the Employer's Compensation\nCommittee after the Effective Date  to provide that twenty\nfive percent (25%) of said option shall become exercisable\non January 1, 1999, and twenty five percent (25%) of said\noption shall become exercisable on January 1, 2000, subject\nto the continuing terms and provisions thereof; provided,\nhowever, said Agreement and the grant made thereby shall\nbecome vested by the passage of time only, without\ncondition, regardless whether Employee's employment with\nEmployer terminates for any reason and whether or not\nEmployee continues to be employed by Employer or an\nAffiliate of Employer.  Further, in the event of Employee's\ntermination of employment with the Employer for any reason\nprior to January 1, 2000, the unvested options shall become\nfully vested.  Employee shall have the lesser of three years\nor the remaining term of exercise under said Grant Agreement\nto exercise said option in the event of Employee's\ntermination of employment with the Employer for any reason\nduring the Term of this Agreement.\n     \n     2.7  As of the Effective Date, Employee is forty\npercent (40%) vested in a Stock Option Grant Agreement dated\nFebruary 10, 1997, granting Employee an option to purchase\n285,483 shares of the Employer's common stock.  Employer\nshall cause the vesting schedule of said Agreement to be\namended at the first meeting of the Employer's Compensation\nCommittee after the Effective Date  to provide that thirty\npercent (30%) of said option shall become exercisable on\nJanuary 1, 1999, and thirty percent (30%) of said option\nshall become exercisable on January 1, 2000, subject to the\ncontinuing terms and provisions thereof; provided, however,\nsaid Agreement and the grant made thereby shall become\nvested by the passage of time only, without condition,\nregardless whether Employee's employment with Employer\nterminates for any reason and whether or not Employee\ncontinues to be employed by Employer or an Affiliate of\nEmployer. Further, in the event of Employee's termination of\nemployment with the Employer for any reason prior to January\n1, 2000, the unvested options shall become fully vested.\nEmployee shall have the lesser of three years or the\nremaining term of exercise under said Grant Agreement to\nexercise said option in the event of Employee's termination\nof employment with the Employer for any reason during the\nTerm of this Agreement.\n     \n     2.8  At the first meeting of the Employer's\nCompensation Committee after the Effective Date, Employer\nshall cause the vesting schedule of Employee's Restricted\nStock Award Agreement dated February 12, 1996, awarding\nEmployee 75,000 shares of the Employer's common stock to be\namended to immediately vest in and release to Employee,\nsixty-six and 7\/10ths percent (66.7%) in said Award and to\nprovide that the remaining unvested shares of Restricted\nStock shall be released and vested in Employee in two equal\namounts on January 31, 1999, and January 31, 2000,\nconditioned on Enron International, Inc. meeting its net\nincome and funds flow targets as approved by the Enron Corp.\nBoard of Directors for calendar years 1998 and 1999,\nrespectively, as determined by the Compensation Committee in\nits sole discretion.\n     \n     2.9  As of the Effective Date, Employee is forty\npercent (40%) vested in a Restricted Stock Award Agreement\ndated February 10, 1997, awarding Employee 106,857 shares of\nthe Employer's common stock.  Employer shall cause the\nvesting schedule of said Agreement to be amended at the\nfirst meeting of the Employer's Compensation Committee after\nthe Effective Date  to provide that thirty percent (30%) of\nsaid Award shall become vested in and released to Employee\non January 31, 1999, and thirty percent (30%) of said Award\nshall become vested in and released to Employee on January\n31, 2000, subject to the continuing terms and provisions\nthereof; provided, however, said Agreement and the Award\nmade thereby shall become vested in and released to Employee\nbased on continued employment only and not tied to any EI\nannual earnings targets.\n     \n     2.10 All Enron International Options granted to\nEmployee by Enron International Inc. prior to the Effective\nDate are hereby waived and forfeited by Employee, and are\nrescinded.\n     \n     2.11 Employer may withhold from any compensation,\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\nARTICLE 3:  TERMINATION PRIOR TO EXPIRATION OF TERM AND\n            EFFECTS OF SUCH TERMINATION:\n\n     3.1. Notwithstanding any other provisions of this\nAgreement, Employer shall have the right to terminate\nEmployee's employment under this Agreement at any time prior\nto the expiration of the Term for any of the following\nreasons:\n\n     (i)  For 'cause' upon the determination by the\n          Employer's Board of Directors or Enron's\n          management committee (or, if there is no Enron\n          management committee, the highest applicable level\n          of Enron management) that 'cause' exists for the\n          termination of the employment relationship.  As\n          used in this Section 3.1(i), the term 'cause'\n          shall mean [a] Employee's gross negligence or\n          willful misconduct in the performance of the\n          duties and services required of Employee pursuant\n          to this Agreement; [b] Employee has been convicted\n          of a felony; [c] Employee has willfully refused\n          without proper legal reason to perform the duties\n          and responsibilities required of Employee under\n          this Agreement which remains uncorrected for\n          thirty (30) days following written notice to\n          Employee by Employer of such breach;\n          [d] Employee's involvement in a conflict of\n          interest as referenced in Section 1.6 for which\n          Employer makes a determination to terminate the\n          employment of Employee which remains uncorrected\n          for thirty (30) days following written notice to\n          Employee by Employer of such breach; [e] Employee\n          has willfully engaged in conduct that Employee\n          knows or should know is materially injurious to\n          Employer, Enron, or any of their respective\n          subsidiaries; [f] Employee's material breach of\n          any material provision of this Agreement or\n          corporate code or policy which remains uncorrected\n          for thirty (30) days following written notice to\n          Employee by Employer of such breach; or [g]\n          Employee violates the Foreign Corrupt Practices\n          Act or other applicable United States law as\n          proscribed by Section 5.1.  It is expressly\n          acknowledged and agreed that the decision as to\n          whether 'cause' exists for termination of the\n          employment relationship by Employer is delegated\n          to the Employer's management committee (or, if\n          there is no management committee, the highest\n          applicable level of Employer's management) for\n          determination. If Employee disagrees with the\n          decision reached by Employer's management\n          committee (or, if there is no management\n          committee, the highest applicable level of\n          Employer's management), the dispute will be\n          limited to whether Employer's management committee\n          (or, if there is no Enron management committee,\n          the highest applicable level of Employer's\n          management) reached its decision in good faith;\n     \n     (ii) for any other reason whatsoever, with or without\n          cause, in the sole discretion of Employer's board\n          of directors;\n     \n    (iii) upon Employee's death; or\n     \n     (iv) upon Employee's becoming disabled so as to entitle\n          Employee to benefits under Enron's long-term\n          disability plan or, if Employee is not eligible to\n          participate in such plan, then Employee is\n          permanently and totally unable to perform\n          Employee's duties for Employer as a result of any\n          medically determinable physical or mental\n          impairment as supported by a written medical\n          opinion to the foregoing effect by a physician\n          selected by Employer.\n\nThe termination of Employee's employment by Employer prior\nto the expiration of the Term shall constitute a\n'Termination for Cause' if made pursuant to Section 3.1(i);\nthe effect of such termination is specified in Section 3.4.\nThe termination of Employee's employment by Employer prior\nto the expiration of the Term shall constitute an 'Involun\ntary Termination' if made pursuant to Section 3.1(ii); the\neffect of such termination is specified in Section 3.5.  The\neffect of the employment relationship being terminated\npursuant to Section 3.1(iii) as a result of Employee's death\nis specified in Section 3.6.  The effect of the employment\nrelationship being terminated pursuant to Section 3.1(iv) as\na result of the Employee becoming incapacitated is specified\nin Section 3.7.\n\n     3.2  Notwithstanding any other provisions of this\nAgreement except Section 8.6, Employee shall have the right\nto terminate the employment relationship under this\nAgreement at any time prior to the expiration of the Term of\nemployment for any of the following reasons:\n\n          (i)  a material breach by Employer of any material\n          provision of this Agreement which remains\n          uncorrected for 30 days following written notice\n          of such breach by Employee to Employer; or\n\n          (ii) for any other reason whatsoever, in the sole\n          discretion of Employee.\n\nThe termination of Employee's employment by Employee prior\nto the expiration of the Term shall constitute an\n'Involuntary Termination' if made pursuant to Section\n3.2(i); the effect of such termination is specified in\nSection 3.5.  The termination of Employee's employment by\nEmployee prior to the expiration of the Term shall\nconstitute a 'Voluntary Termination' if made pursuant to\nSection 3.2(ii); the effect of such termination is specified\nin Section 3.3.\n\n     3.3  Upon a 'Voluntary Termination' of the employment\nrelationship by Employee prior to expiration of the Term,\nall future compensation to which Employee is entitled and\nall future benefits for which Employee is eligible shall\ncease and terminate as of the date of termination.  Employee\nshall be entitled to pro rata salary through the date of\nsuch termination, but Employee shall not be entitled to any\nindividual bonuses or individual incentive compensation not\nyet paid at the date of such termination.\n    \n     3.4  If Employee's employment hereunder shall be\nterminated by Employer for Cause prior to expiration of the\nTerm, all future compensation to which Employee is entitled\nand all future benefits for which Employee is eligible shall\ncease and terminate as of the date of termination.  Employee\nshall be entitled to pro rata salary through the date of\nsuch termination, but Employee shall not be entitled to any\nindividual bonuses or individual incentive compensation not\nyet paid at the date of such termination.\n    \n     3.5  Upon an Involuntary Termination of the employment\nrelationship by either Employer or Employee prior to the\nexpiration of the Term, Employee shall be entitled, in\nconsideration of Employee's continuing obligations hereunder\nafter such termination (including, without limitation,\nEmployee's non-competition obligations), to receive one\nhundred twenty-five percent (125%) of the then current\nMonthly Base Salary as if Employee's employment (which shall\ncease on the date of such Involuntary Termination) had\ncontinued for the full Term of this Agreement  Employee\nshall not be under any duty or obligation to seek or accept\nother employment following Involuntary Termination and the\namounts due Employee hereunder shall not be reduced or\nsuspended if Employee accepts subsequent employment.\nEmployee's rights under this Section 3.5 are Employee's sole\nand exclusive rights against Employer, Enron, or their\naffiliates, and Employer's sole and exclusive liability to\nEmployee under this Agreement, in contract, tort, or\notherwise, for any Involuntary Termination of the employment\nrelationship.  Employee covenants not to sue or lodge any\nclaim, demand or cause of action against Employer for any\nsums for Involuntary Termination other than those sums\nspecified in this Section 3.5.  If Employee breaches this\ncovenant, Employer shall be entitled to recover from\nEmployee all sums expended by Employer (including costs and\nattorneys fees) in connection with such suit, claim, demand\nor cause of action.\n    \n     3.6  Upon termination of the employment relationship as\na result of Employee's death, Employee's heirs,\nadministrators, or legatees shall be entitled to Employee's\npro rata salary through the date of such termination, but\nEmployee's heirs, administrators, or legatees shall not be\nentitled to any individual bonuses or individual incentive\ncompensation not yet paid to Employee at the date of such\ntermination.\n    \n     3.7  Upon termination of the employment relationship as\na result of Employee's incapacity, Employee shall be\nentitled to his or her pro rata salary through the date of\nsuch termination, but Employee shall not be entitled to any\nindividual bonuses or individual incentive compensation not\nyet paid to Employee at the date of such termination.\n     \n     3.8  Notwithstanding any provision herein to the\ncontrary, upon a termination of Employee's employment under\nany of the circumstances described in Sections 3.6 or 3.7\nabove, Employee shall be entitled to receive a pro-rata\nannual bonus payment through the date of such termination of\nemployment and Employee shall become fully vested in\nspecific grants and awards made or awarded to Employee under\nlong term incentive plans maintained by Employer and its\naffiliates.\n    \n     3.9  In all cases, the compensation and benefits\npayable to Employee under this Agreement upon termination of\nthe employment relationship shall be offset against any\namounts to which Employee may otherwise be entitled under\nany and all severance plans, and policies of Employer,\nEnron, or its affiliates.\n    \n     3.10 Termination of the employment relationship does\nnot terminate those obligations imposed by this Agreement\nwhich are continuing obligations, including, without\nlimitation, Employee's obligations under Articles 6 and 7.\n     \n     3.11 This Agreement governs the rights and obligations\nof Employer and Employee with respect to Employee's salary,\nbonuses, and other perquisites of employment.  Except as\nprovided above in Section 2.5 and in Section 3.5, Employee's\nrights and obligations with respect to stock options and\nrestricted stock are governed by Enron's Stock Plans and\nrespective grant agreements and with respect to incentive\ncompensation payments are governed by Award Agreements made\nunder such Plans.\n    \nARTICLE 4:     CONTINUATION OF EMPLOYMENT BEYOND TERM;\n               TERMINATION AND EFFECTS OF TERMINATION:\n\n     4.1  Should Employee remain employed by Employer beyond\nthe expiration of the Term specified on Exhibit 'A,' such\nemployment shall convert to a month-to-month relationship\nterminable at any time by either Employer or Employee for\nany reason whatsoever, with or without cause.  Upon such\ntermination of the employment relationship by either\nEmployer or Employee for any reason whatsoever, all future\ncompensation to which Employee is entitled and all future\nbenefits for which Employee is eligible shall cease and\nterminate.  Employee shall be entitled to pro rata salary\nthrough the date of such termination, but Employee shall not\nbe entitled to any individual bonuses or individual\nincentive compensation not yet paid at the date of such\ntermination.\n\nARTICLE 5:  UNITED STATES FOREIGN CORRUPT PRACTICES ACT AND\n            OTHER LAWS:\n\n     5.1. Employee shall at all times comply with United\nStates laws applicable to Employee's actions on behalf of\nEmployer, including specifically, without limitation, the\nUnited States Foreign Corrupt Practices Act, generally\ncodified in 15 USC 78 (FCPA), as the FCPA may hereafter be\namended, and\/or its successor statutes.  If Employee pleads\nguilty to or nolo contendere or admits civil or criminal\nliability under the FCPA or other applicable United States\nlaw, or if a court finds that Employee has personal civil or\ncriminal liability under the FCPA or other applicable United\nStates law, or if a court finds that Employee committed an\naction resulting in any Enron entity having civil or\ncriminal liability or responsibility under the FCPA or other\napplicable United States law with knowledge of the\nactivities giving rise to such liability or knowledge of\nfacts from which Employee should have reasonably inferred\nthe activities giving rise to liability had occurred or were\nlikely to occur, such action or finding shall constitute\n'cause' for termination under this Agreement unless\nEmployer's management committee (or, if there is no\nmanagement committee, the highest applicable level of\nEmployer's management) determines that the actions found to\nbe in violation of the FCPA or other applicable United\nStates law were taken in good faith and in compliance with\nall applicable policies of Employer and Enron.\n\nARTICLE 6:  OWNERSHIP AND PROTECTION OF INFORMATION;\n            COPYRIGHTS:\n     \n     6.1  All information, ideas, concepts, improvements,\ndiscoveries, and inventions, whether patentable or not,\nwhich are conceived, made, developed or acquired by Employ\nee, individually or in conjunction with others, during\nEmployee's employment by Employer (whether during business\nhours or otherwise and whether on Employer's premises or\notherwise) which relate to Employer's business, products or\nservices (including, without limitation, all such\ninformation relating to corporate opportunities, research,\nfinancial and sales data, pricing and trading terms, evalua\ntions, opinions, interpretations, acquisition prospects, the\nidentity of customers or their requirements, the identity of\nkey contacts within the customer's organizations or within\nthe organization of acquisition prospects, or marketing and\nmerchandising techniques, prospective names, and marks)\nshall be disclosed to Employer and are and shall be the sole\nand exclusive property of Employer.  Moreover, all drawings,\nmemoranda, notes, records, files, correspondence, drawings,\nmanuals, models, specifications, computer programs, maps and\nall other writings or materials of any type embodying any of\nsuch information, ideas, concepts, improvements,\ndiscoveries, and inventions are and shall be the sole and\nexclusive property of Employer.\n     \n     6.2  Employee acknowledges that the business of\nEmployer, Enron, and their affiliates is highly competitive\nand that their strategies, methods, books, records, and\ndocuments, their technical information concerning their\nproducts, equipment, services, and processes, procurement\nprocedures and pricing techniques, the names of and other\ninformation (such as credit and financial data) concerning\ntheir customers and business affiliates, all comprise\nconfidential business information and trade secrets which\nare valuable, special, and unique assets which Employer,\nEnron, or their affiliates use in their business to obtain a\ncompetitive advantage over their competitors.  Employee\nfurther acknowledges that protection of such confidential\nbusiness information and trade secrets against unauthorized\ndisclosure and use is of critical importance to Employer,\nEnron, and their affiliates in maintaining their competitive\nposition.  Employee hereby agrees that Employee will not, at\nany time during or after his or her employment by Employer,\nmake any unauthorized disclosure of any confidential\nbusiness information or trade secrets of Employer, Enron, or\ntheir affiliates, or make any use thereof, except in the\ncarrying out of his or her employment responsibilities\nhereunder.  Enron and its affiliates shall be third party\nbeneficiaries of Employee's obligations under this Section.\nAs a result of Employee's employment by Employer, Employee\nmay also from time to time have access to, or knowledge of,\nconfidential business information or trade secrets of third\nparties, such as customers, suppliers, partners, joint\nventurers, and the like, of Employer, Enron, and their\naffiliates.  Employee also agrees to preserve and protect\nthe confidentiality of such third party confidential\ninformation and trade secrets to the same extent, and on the\nsame basis, as Employer's confidential business information\nand trade secrets.  Employee acknowledges that money damages\nwould not be sufficient remedy for any breach of this\nArticle 6 by Employee, and Employer shall be entitled to\nenforce the provisions of this Article 6 by terminating any\npayments then owing to Employee under this Agreement and\/or\nto specific performance and injunctive relief as remedies\nfor such breach or any threatened breach.  Such remedies\nshall not be deemed the exclusive remedies for a breach of\nthis Article 6, but shall be in addition to all remedies\navailable at law or in equity to Employer, including the\nrecovery of damages from Employee and his or her agents\ninvolved in such breach.\n     \n     6.3  All written materials, records, and other\ndocuments made by, or coming into the possession of,\nEmployee during the period of Employee's employment by\nEmployer which contain or disclose confidential business\ninformation or trade secrets of Employer, Enron, or their\naffiliates shall be and remain the property of Employer,\nEnron, or their affiliates, as the case may be.  Upon\ntermination of Employee's employment by Employer, for any\nreason, Employee promptly shall deliver the same, and all\ncopies thereof, to Employer.\n     \n     6.4  If, during Employee's employment by Employer,\nEmployee creates any original work of authorship fixed in\nany tangible medium of expression which is the subject\nmatter of copyright (such as videotapes, written\npresentations on acquisitions, computer programs, drawings,\nmaps, architectural renditions, models, manuals, brochures,\nor the like) relating to Employer's business, products, or\nservices, whether such work is created solely by Employee or\njointly with others (whether during business hours or\notherwise and whether on Employer's premises or otherwise),\nEmployee shall disclose such work to Employer.  Employer\nshall be deemed the author of such work if the work is\nprepared by Employee in the scope of his or her employment;\nor, if the work is not prepared by Employee within the scope\nof his or her employment but is specially ordered by\nEmployer as a contribution to a collective work, as a part\nof a motion picture or other audiovisual work, as a trans\nlation, as a supplementary work, as a compilation, or as an\ninstructional text, then the work shall be considered to be\nwork made for hire and Employer shall be the author of the\nwork.  If such work is neither prepared by the Employee\nwithin the scope of his or her employment nor a work spec\nially ordered and is deemed to be a work made for hire, then\nEmployee hereby agrees to assign, and by these presents does\nassign, to Employer all of Employee's worldwide right,\ntitle, and interest in and to such work and all rights of\ncopyright therein.\n     \n     6.5  Both during the period of Employee's employment by\nEmployer and thereafter, Employee shall assist Employer and\nits nominee, at any time, in the protection of Employer's\nworldwide right, title, and interest in and to information,\nideas, concepts, improvements, discoveries, and inventions,\nand its copyrighted works, including without limitation, the\nexecution of all formal assignment documents requested by\nEmployer or its nominee and the execution of all lawful\noaths and applications for applications for patents and\nregistration of copyright in the United States and foreign\ncountries.\n\nARTICLE 7:  POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS:\n\n     7.1  As part of the consideration for the compensation\nand benefits to be paid to Employee hereunder, in keeping\nwith Employee's duties as a fiduciary and in order to\nprotect Employer's interests in the confidential information\nof Employer and the business relationships developed by\nEmployee with the clients and potential clients of Employer,\nand as an additional incentive for Employer to enter into\nthis Agreement, Employer and Employee agree to the non-\ncompetition provisions of this Article 7.  Employee agrees\nthat during the period of Employee's non-competition\nobligations hereunder, Employee will not, directly or\nindirectly for Employee or for others, in any geographic\narea or market where Employer or Enron or any of their\naffiliated companies are conducting any business as of the\ndate of termination of the employment relationship or have\nduring the previous twelve months conducted any business:\n\n     (i)  engage in any business competitive with the\nbusiness conducted by Employer;\n\n     (ii) render advice or services to, or otherwise assist,\nany other person, association, or entity who is engaged,\ndirectly or indirectly, in any business competitive with the\nbusiness conducted by Employer;\n\n    (iii) induce any employee of Employer or Enron or\nany of their affiliates to terminate his or her employment\nwith Employer, Enron, or their affiliates, or hire or assist\nin the hiring of any such employee by person, association,\nor entity not affiliated with Enron.\n\nThese non-competition obligations shall extend until June\n30, 2003.\n\n     7.2  Employee understands that the foregoing\nrestrictions may limit his or her ability to engage in\ncertain businesses anywhere in the world during the period\nprovided for above, but acknowledges that Employee will\nreceive sufficiently high remuneration and other benefits\n(e.g., the right to receive compensation under Section 3.5\nfor the remainder of the Term upon Involuntary Termination)\nunder this Agreement to justify such restriction.  Employee\nacknowledges that money damages would not be sufficient\nremedy for any breach of this Article 7 by Employee, and\nEmployer shall be entitled to enforce the provisions of this\nArticle 7 by terminating any payments then owing to Employee\nunder this Agreement and\/or to specific performance and\ninjunctive relief as remedies for such breach or any\nthreatened breach.  Such remedies shall not be deemed the\nexclusive remedies for a breach of this Article 7, but shall\nbe in addition to all remedies available at law or in equity\nto Employer, including, without limitation, the recovery of\ndamages from Employee and his or her agents involved in such\nbreach.\n     \n     7.3  It is expressly understood and agreed that\nEmployer and Employee consider the restrictions contained in\nthis Article 7 to be reasonable and necessary to protect the\nproprietary information of Employer.  Nevertheless, if any\nof the aforesaid restrictions are found by a court having\njurisdiction to be unreasonable, or overly broad as to\ngeographic area or time, or otherwise unenforceable, the\nparties intend for the restrictions therein set forth to be\nmodified by such courts so as to be reasonable and\nenforceable and, as so modified by the court, to be fully\nenforced.\n\nARTICLE 8:  MISCELLANEOUS:\n\n     8.1  For purposes of this Agreement the terms\n'affiliates' or 'affiliated' means an entity who directly,\nor indirectly through one or more intermediaries, controls,\nis controlled by, or is under common control with Enron or\nEmployer.\n     \n     8.2  Employee shall refrain, both during the employment\nrelationship and after the employment relationship\nterminates, from publishing any oral or written statements\nabout Employer, Enron, any of their respective subsidiaries\nor affiliates, or any of such entities' officers, employees,\nagents or representatives that are slanderous, libelous, or\ndefamatory; or that disclose private or confidential\ninformation about Employer, Enron, any of their respective\nsubsidiaries or affiliates, or any of such entities'\nbusiness affairs, officers, employees, agents, or\nrepresentatives; or that constitute an intrusion into the\nseclusion or private lives of Employer, Enron, any of their\nrespective subsidiaries or affiliates, or such entities'\nofficers, employees, agents, or representatives; or that\ngive rise to unreasonable publicity about the private lives\nof Employer, Enron, any of their respective subsidiaries or\naffiliates, or any of such entities' officers, employees,\nagents, or representatives; or that place Employer, Enron,\nany of their respective subsidiaries or affiliates, or any\nof such entities' or its officers, employees, agents, or\nrepresentatives in a false light before the public; or that\nconstitute a misappropriation of the name or likeness of\nEmployer, Enron, any of their respective subsidiaries or\naffiliates, or any of such entities' or its officers,\nemployees, agents, or representatives.  A violation or\nthreatened violation of this prohibition may be enjoined by\nthe courts.  The rights afforded the Enron entities and\naffiliates under this provision are in addition to any and\nall rights and remedies otherwise afforded by law.\n     \n     8.3  For purposes of this Agreement, notices and all\nother communications provided for herein shall be in writing\nand shall be deemed to have been duly given when personally\ndelivered or when mailed by United States registered or\ncertified mail, return receipt requested, postage prepaid,\naddressed as follows:\n\n     If to Employer:\n\n          Enron Corp.\n          1400 Smith Street\n          Houston, Texas 77002\n          Attention:  Corporate Secretary\n\n     If to Employee, to the address shown on the first page\nhereof.\n\nEither Employer or Employee may furnish a change of address\nto the other in writing in accordance herewith, except that\nnotices of changes of address shall be effective only upon\nreceipt.\n\n     8.4  This Agreement shall be governed in all respects\nby the laws of the State of Texas, excluding any conflict-of-\nlaw rule or principle that might refer the construction of\nthe Agreement to the laws of another State or country.\n     \n     8.5  No failure by either party hereto at any time to\ngive notice of any breach by the other party of, or to\nrequire compliance with, any condition or provision of this\nAgreement shall be deemed a waiver of similar or dissimilar\nprovisions or conditions at the same or at any prior or\nsubsequent time.\n     \n     8.6  If a dispute arises out of or related to this\nAgreement, other than a dispute regarding Employee's\nobligations under Article 6, or Article 7, and if the\ndispute cannot be settled through direct discussions, then\nEmployer and Employee agree to first endeavor to settle the\ndispute in an amicable manner by mediation, before having\nrecourse to any other proceeding or forum.\n\n     8.7  Each of Employer and Employee is a citizen of the\nState of Texas.  Employer's principal place of business is\nin Houston, Harris County, Texas.  Employee resides in\nHarris County, Texas.  This Agreement was negotiated and\nsigned in Houston, Texas.  This Agreement shall be performed\nin Houston, Texas.  Any litigation that may be brought by\neither Employer or Employee involving the enforcement of\nthis Agreement or the rights, duties, or obligations of this\nAgreement, shall be brought exclusively in the State or\nfederal courts sitting in Houston, Harris County, Texas.  In\nthe event that service of process cannot be effected upon a\nparty, each party hereby irrevocably appoints the Secretary\nof State for the State of Texas as its or his agent for\nservice of process to receive the summons and other\npleadings in connection with any such litigation.\n     \n     8.8  It is a desire and intent of the parties that the\nterms, provisions, covenants, and remedies contained in this\nAgreement shall be enforceable to the fullest extent\npermitted by law.  If any such term, provision, covenant, or\nremedy of this Agreement or the application thereof to any\nperson, association, or entity or circumstances shall, to\nany extent, be construed to be invalid or unenforceable in\nwhole or in part, then such term, provision, covenant, or\nremedy shall be construed in a manner so as to permit its\nenforceability 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, association, or entity or circumstances other\nthan those to which they have been held invalid or\nunenforceable, shall remain in full force and effect.\n     \n     8.9  This Agreement shall be binding upon and inure to\nthe benefit of Employer and any other person, association,\nor entity which may hereafter acquire or succeed to all or\nsubstantially all of the business or assets of Employer by\nany means whether direct or indirect, by purchase, merger,\nconsolidation, or otherwise.  Employee's rights and\nobligations under Agreement hereof are personal and such\nrights, benefits, and obligations of Employee shall not be\nvoluntarily or involuntarily assigned, alienated, or\ntransferred, whether by operation of law or otherwise,\nwithout the prior written consent of Employer.\n\n     8.10 There exist other agreements between Employer and\nEmployee relating to the employment relationship between\nthem, e.g., the agreement with respect to company policies\ncontained in Employer's Conduct of Business Affairs booklet\nand agreements with respect to benefit plans.  This\nAgreement replaces and merges previous agreements and\ndiscussions pertaining to the following subject matters\ncovered herein: the nature of Employee's employment\nrelationship with Employer, which upon the execution of this\nAgreement shall continue without interruption, and the term\nand termination of such relationship.  This Agreement\nconstitutes the entire agreement of the parties with regard\nto such subject matters, and contains all of the covenants,\npromises, representations, warranties, and agreements\nbetween the parties with respect such subject matters.  Each\nparty to this Agreement acknowledges that no representation,\ninducement, promise, or agreement, oral or written, has been\nmade by either party with respect to such subject matters,\nwhich is not embodied herein, and that no agreement,\nstatement, or promise relating to the employment of Employee\nby Employer that is not contained in this Agreement shall be\nvalid or binding.  Any modification of this Agreement will\nbe effective only if it is in writing and signed by each\nparty whose rights hereunder are affected thereby, provided\nthat any such modification must be authorized or approved by\nthe Board of Directors of Employer.\n\n     IN WITNESS WHEREOF, Employer and Employee have duly\nexecuted this Agreement in multiple originals to be\neffective on the date first stated above.\n\n                              ENRON CORP.\n           \n                              By:   JEFFREY K. SKILLING\n                              Name: Jeffrey K. Skilling\n                              Title: President and Chief\n                                    Operating Officer\n                              This 23rd day of June, 1998\n\n\n                              JOSEPH W. SUTTON\n                                   \n                              JOSEPH W. SUTTON\n                              This 23rd day of June, 1998\n\n\n                         EXHIBIT 'A' TO\n                 EXECUTIVE EMPLOYMENT AGREEMENT\n          BETWEEN ENRON CORP. AND JOSEPH W. SUTTON\n\n\nEmployee Name: Joseph W. Sutton\n\nTerm:          June 1, 1998 through June 30, 2003\n\n\nPosition:      Chief Executive Officer and Chief Operating\n               Officer, Enron International Inc.\n\nLocation:      Houston, Texas\n\nReporting Relationship:  Reports to Chairman of Enron\n               International Inc and Enron Corp. Office of\n               Chairman.\n\nMonthly Base Salary: Effective 5\/1\/98, Forty Four\n               Thousand Five Hundred Eighty Three and 33\/100\n               Dollars ($44,583.33) per month\n\nBonus:         Employee shall be eligible to\n               participate in either the Enron Corp. Annual\n               Incentive Plan  or the Enron International\n               Incentive Plan ('Plans').  All bonuses shall\n               be paid in accordance with the terms and\n               provisions of the Plans.  Employee's target\n               bonus amounts shall be: (a) for 1998 - .75%\n               times EI net income through 6\/30\/98,  plus a\n               $500,000 annual bonus target for the last six\n               months of 1998.  In addition, if the Enron\n               Wholesale Group meets its financial targets,\n               Employee shall be eligible for an additional\n               $300,000 bonus target;  (b) for 1999 forward\n               for remainder of Term - $500,000 annual bonus\n               target based on achievement of EI financial\n               targets plus an additional $300,000 annual\n               bonus target based on the Enron Wholesale\n               Group meeting its financial targets.  All\n               targets are to be established by Employer's\n               board of directors.\n\nLong Term Incentive\nCompensation:       Employee shall receive the\n                    following long term incentive\n                    compensation.\n\n               For 1998: (1) a grant pursuant to the\n               Enron Corp. 1991 Stock Plan ('91 Stock Plan')\n               of Restricted Stock in January, 1999, or in\n               January of a subsequent year if the following\n               cumulative provisions apply, having a grant\n               value of $1,060,000 and conditioned on Enron\n               International meeting at least 80% of its\n               1998 after tax net income target ('80%\n               Target'); such 80% Target shall be a\n               cumulative percentage over a five year period\n               beginning with 1998 so that if the employee\n               misses a target in any single year, the\n               employee shall have the ability to receive\n               such a grant in a future year based upon a\n               cumulative year average of 80% or greater;\n               such a grant of Restricted Stock shall vest,\n               conditioned on Employee's continued\n               employment with Employer, in annual 25%\n               increments starting the first anniversary of\n               its date of grant; and (2) a grant pursuant\n               to the '91 Stock Plan of 100,000 Stock\n               Options made at the time of entering into\n               this Agreement, to vest, conditioned on\n               Employee's continued employment with\n               Employer, in increments of 25% on December 31\n               on each of the next four years.\n\n                    For years 1999 through 2002, Employee\n               shall be granted Stock Options pursuant to\n               the `91 Stock Plan having a value based on\n               Black Scholes (as determined annually by the\n               Compensation Committee of the Enron Corp.\n               Board of Directors similar to other Enron\n               Corp. executives) of $1,060,000 for each\n               year.  For example if the Black Scholes value\n               of an Enron Corp. Stock Option was $10.60,\n               Employee would receive 100,000 Stock Options\n               ($1,060,000\/$10.60)  These Stock Options will\n               be granted on 12\/31\/98, 12\/31\/99, 12\/31\/00,\n               and 12\/31\/01 and shall vest, conditioned on\n               Employee's continued employment with\n               Employer, in 25% increments on December 31 of\n               each of the four years following the date of\n               grant.\n\n                    Employee shall also receive grants\n               pursuant to the `91 Stock Plan of Restricted\n               Stock in January 2000, 2001, 2002 and 2003,\n               or in January of a subsequent year (but no\n               subsequent year later than January 2003) if\n               the following cumulative provisions apply,\n               each having a grant value of $1,060,000,\n               conditioned on Enron International meeting at\n               least 80% of its after tax net income target\n               ('80% Target') for calendar years 1999, 2000,\n               2001 and 2002, respectively.  Such 80% Target\n               shall be a cumulative percentage over the\n               five year period (1998 - 2002) so that if an\n               80% Target is not met for any single year,\n               during the 1998-2002 period, Employee may\n               become eligible to receive such grant for\n               such a missed year if the cumulative average\n               of such 80% Targets for such missed year and\n               prior or subsequent year(s) during this 1998-\n               2002 period meets or exceeds the cumulative\n               80% Targets.  Such grants of Restricted Stock\n               shall vest, conditioned on Employee's\n               continued employment with Employer, in annual\n               25% increments beginning on the anniversary\n               date of each date of grant.\n\n                    Each grant of long term incentive\n               compensation pursuant to the `91 Stock Plan\n               shall have standard termination provisions\n               and be evidenced by a written award\n               agreement.\n\n                           ENRON CORP.\n                           \n                           By:   Jeffrey K. Skilling\n                           Name: Jeffrey K. Skilling\n                           Title: President and Chief\n                                  Operating Officer\n                           This 23rd day of June, 1998\n                           \n                                                        \n                           JOSEPH W. SUTTON\n                           \n                           Joseph W. Sutton\n                           This 23rd day of June, 1998\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-39828","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\/39828","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=39828"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39828"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39828"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39828"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}