{"id":39830,"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-kenneth-d-rice2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-enron-corp-and-kenneth-d-rice2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-enron-corp-and-kenneth-d-rice2.html","title":{"rendered":"Executive Employment Agreement &#8211; Enron Corp. and Kenneth D. Rice"},"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 Kenneth D. Rice, an\nindividual currently residing at 4531 Birch Street,\nBellaire, Texas 77401('Employee'), to be effective as of\nJune 1, 1998 (the 'Effective Date').\n\n                          WITNESSETH:\n\n     WHEREAS, Employer is desirous of employing Employee\npursuant to the terms and conditions and for the\nconsideration set forth in this Agreement, and Employee is\ndesirous of entering the employ of Employer pursuant to such\nterms and conditions and for such consideration.\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, if Employer\nassigns Employee to a different position, said assignment\nshall not be a substantial reduction; or, if Employer\nmodifies Employee's duties and responsibilities, said\nmodification shall not substantially reduce Employee's\nduties and responsibilities, neither of which event shall\noccur without Employee's prior consent.  Moreover, Employer\nmay assign this Agreement and Employee's employment to any\naffiliate 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 materially interferes with Employee's performance of\nEmployee's duties hereunder, is contrary to the interests of\nEmployer, or requires any significant portion of Employee's\nbusiness time.\n     \n     1.4  In connection with Employee's employment by\nEmployer, Employer agrees to and shall provide Employee\naccess to such confidential information pertaining to the\nbusiness and services of Employer as is appropriate for\nEmployee's employment responsibilities.  Employer also\nagrees to and shall provide to Employee the opportunity to\ndevelop business relationships with Employer's clients and\npotential clients.\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  Employee agrees that while employed by Employer\nany direct or indirect interest in, connection with, or\nbenefit from any outside activities, particularly commercial\nactivities, which interest might in any way adversely affect\nEmployer or any of its affiliates, involves a possible\nconflict of interest.  In keeping with Employee's fiduciary\nduties to Employer, Employee agrees that during the\nemployment relationship Employee shall not knowingly become\ninvolved in a conflict of interest with Employer or its\naffiliates, or upon discovery thereof, allow such a conflict\nto continue.  Moreover, Employee agrees that Employee shall\ndisclose to Employer's President any facts which might\ninvolve such a conflict of interest that has not been\napproved by Employer's President.  Employer and Employee\nrecognize that it is impossible to provide an exhaustive\nlist of actions or interests which constitute a 'conflict of\ninterest.'  Moreover, Employer and Employee recognize there\nare many borderline situations.  In some instances, full\ndisclosure of facts by the Employee to Employer's President\nmay be all that is necessary to enable Employer or its\naffiliates to protect its interests.  In others, if no\nimproper motivation appears to exist and the interests of\nEmployer or its affiliates have not suffered, prompt\nelimination of the outside interest will suffice.  In still\nothers, it may be necessary for Employer to terminate the\nemployment relationship.  Employer and Employee agree that\nEmployer'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  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 or any of its subsidiaries;\n          [f] Employee's material breach of any material\n          provision of this Agreement or corporate code or\n          policy which remains uncorrected for thirty (30)\n          days following written notice to Employee by\n          Employer of such breach; or [g] Employee violates\n          the Foreign Corrupt Practices Act or other\n          applicable United States law as proscribed by\n          Section 5.1.  It is expressly acknowledged and\n          agreed that the decision as to whether 'cause'\n          exists for termination of the employment\n          relationship by Employer is delegated to the\n          Employer's management committee (or, if there is\n          no management committee, the highest applicable\n          level of Employer's management) for determination.\n          If Employee disagrees with the decision reached by\n          Employer's management committee (or, if there is\n          no management committee, the highest applicable\n          level of Employer's management), the dispute will\n          be limited to whether Employer's management\n          committee (or, if there is no Enron management\n          committee, the highest applicable level of\n          Employer's management) reached its decision in\n          good faith;\n     \n     (ii) for any other reason whatsoever, with or without\n          cause, in the sole discretion of the management\n          committee (or, if there is no management\n          committee, the highest applicable level of manage\n          ment) of Employer;\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;\n\n          (ii) Employer assigns Employee to a different\n          position and said assignment constitutes a\n          substantial reduction or Employer substantially\n          reduces Employee's responsibilities and duties,\n          either of which event occurs without Employee's\n          prior consent;\n\n          (iii) 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 3.2(i)\nand Section 3.2(ii); the effect of such termination is\nspecified in Section 3.5.  The termination of Employee's\nemployment by Employee prior to the expiration of the Term\nshall constitute a 'Voluntary Termination' if made pursuant\nto Section 3.2(iii); the effect of such termination is\nspecified in 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 a lump sum payment in the amount of\nEight Hundred Thousand and No\/100 Dollars ($800,000.00), as\nwell as Employee's pro rata salary through the date of such\ntermination, 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 a lump\nsum payment in the amount of Eight Hundred Thousand and\nNo\/100 ($800,000.00), as well as the remainder of the then\ncurrent Monthly Base Salary as if Employee's employment\n(which shall cease on the date of such Involuntary Termina\ntion) had continued for the full Term of this Agreement.\nEmployee shall not be under any duty or obligation to seek\nor accept other employment following Involuntary\nTermination, and the amounts due Employee hereunder shall\nnot be reduced or suspended if Employee accepts subsequent\nemployment.  Employee's rights under this Section 3.5 are\nEmployee's sole and exclusive rights against Employer or its\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  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     3.9  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     3.10 Upon termination of the employment relationship\nbetween Employee and Employer for any reason, Employee shall\nbe entitled to receive compensation and benefits earned and\naccrued by Employee during his employment as are\nspecifically provided in any applicable employee benefit and\ncompensation plan documents and any grant or award\nagreements thereunder, provided however, in the event,\nJeffrey K. Skilling does not hold the title and position of\nChief Operating Officer or a higher level position with\nEnron Corp., 50% of the unvested stock options, restricted\nstock, and phantom units granted to Employee shall\nimmediately vest.  In the event of Employee's Involuntary\nTermination of employment by Employer, for all vesting\npurposes under any grant or award agreement granted to\nEmployee, excluding the grant agreement to Employee under\nthe All Employee Stock Option Program, Employee shall\ncontinue to vest during the ninety (90) day period following\nthe date of Employee's Involuntary Termination by Employer.\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 and its affiliates is highly competitive and that\ntheir strategies, methods, books, records, and documents,\ntheir technical information concerning their products,\nequipment, services, and processes, procurement procedures\nand pricing techniques, the names of and other information\n(such as credit and financial data) concerning their\ncustomers and business affiliates, all comprise confidential\nbusiness information and trade secrets which are valuable,\nspecial, and unique assets which Employer or its affiliates\nuse in their business to obtain a competitive advantage over\ntheir competitors.  Employee further acknowledges that\nprotection of such confidential business information and\ntrade secrets against unauthorized disclosure and use is of\ncritical importance to Employer and its affiliates in\nmaintaining their competitive position.  Employee hereby\nagrees that Employee will not, at any time during or after\nhis or her employment by Employer, make any unauthorized\ndisclosure of any confidential business information or trade\nsecrets of Employer or its affiliates, or make any use\nthereof, except in the carrying out of his or her employment\nresponsibilities hereunder.  Enron and its affiliates shall\nbe third party beneficiaries of Employee's obligations under\nthis Section.  As a result of Employee's employment by\nEmployer, Employee may also from time to time have access\nto, or knowledge of, confidential business information or\ntrade secrets of third parties, such as customers,\nsuppliers, partners, joint venturers, and the like, of\nEmployer and its affiliates.  Employee also agrees to\npreserve and protect the confidentiality of such third party\nconfidential information and trade secrets to the same\nextent, and on the same basis, as Employer's confidential\nbusiness information and trade secrets.  Employee acknowl\nedges that money damages would not be sufficient remedy for\nany breach of this Article 6 by Employee, and Employer shall\nbe entitled to enforce the provisions of this Article 6 by\nterminating any payments then owing to Employee under this\nAgreement and\/or to specific performance and injunctive\nrelief as remedies for such breach or any threatened breach.\nSuch remedies shall not be deemed the exclusive remedies for\na breach of this Article 6, but shall be in addition to all\nremedies available at law or in equity to Employer,\nincluding the recovery of damages from Employee and his or\nher agents involved 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 provide reasonable\nassistance to Employer and its nominee, at any time, in the\nprotection of Employer's worldwide right, title, and\ninterest in and to information, ideas, concepts, improve\nments, discoveries, and inventions, and its copyrighted\nworks, including without limitation, the execution of all\nformal assignment documents requested by Employer or its\nnominee and the execution of all lawful oaths and applica\ntions for applications for patents and registration of\ncopyright in the United States and foreign countries.\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, and the confidential or proprietary\ninformation to be provided 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 any of its affiliated\ncompanies are conducting any business as of the date of\ntermination of the employment relationship or have during\nthe 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 any of its\naffiliates to terminate his or her employment with Employer\nor its affiliates, or hire or assist in the hiring of any\nsuch employee by person, association, or entity not\naffiliated with Enron.\n\nIn the event of Employee's termination of employment for any\nreason during the Term of this Agreement, these post\nemployment non-competition and non-solicitation obligations\nshall extend for a period of six months plus any additional\nperiod of post employment non-competition obligations as\ndescribed in the Enron Capital &amp; Trade Resources Corp. Long-\nTerm Compensation Program and Phantom Stock Unit Plan.\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:  (a) If to Employer: Enron Corp.; 1400\nSmith Street; Houston, Texas 77002; Attention:  Corporate\nSecretary; (b) If to Employee, to the address shown on the\nfirst page hereof.\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, Article 7, or Article 8.2, and\nif the dispute cannot be settled through direct discussions,\nthen Employer and Employee agree to first endeavor to settle\nthe dispute in an amicable manner by mediation, before\nhaving recourse 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 and the term and termination of\nsuch relationship.  This Agreement constitutes the entire\nagreement of the parties with regard to such subject\nmatters, and contains all of the covenants, promises,\nrepresentations, warranties, and agreements between the\nparties with respect such subject matters.  Each party to\nthis 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:\n                              This 1st day of September,\n                              1998\n                     \n\n                              KENNETH D. RICE\n          \n                              KENNETH D. RICE\n                              This 1st day of September,\n                              1998\n                              \n\n                         EXHIBIT 'A' TO\n               EXECUTIVE EMPLOYMENT AGREEMENT\n           BETWEEN ENRON CORP. AND KENNETH D. RICE\n\n\nEmployee Name:      Kenneth D. Rice\n\nTerm:               January 31, 1998 through January 31, 2001\n\nPosition:           Chairman and Chief Executive Officer of\n                    Enron Capital &amp; Trade\n                    Resources Corp. North America\n\nLocation:           Houston, Texas\n\nReporting Relationship:  Reports to the Office of the\n                         Chairman of Enron Corp.\n\nMonthly Base Salary: January 31, 1998 through April 30,\n                    1998, Twenty Five Thousand Dollars and\n                    Cents\/100 ($25,000.00); May 1, 1998\n                    through May 31, 1998, Twenty Nine\n                    Thousand One Hundred Sixty Six Dollars\n                    and Sixty Six Cents ($29,166.66); and\n                    effective June 1, 1998, Thirty Three\n                    Thousand Three Hundred Thirty Three\n                    Dollars and Thirty Three Cents\n                    ($33,333.33)\n\nBonus:              Employee shall be eligible to\n                    participate in the Enron Corp. Annual\n                    Incentive Plan ('Plan').  All bonuses\n                    shall be paid in accordance with the\n                    terms and provisions of the Plan, a\n                    portion of which may be paid in cash and\n                    a portion of which may be paid in stock\n                    options and\/or restricted stock.\n                    Employee's bonus amounts under this Plan\n                    shall be based on a bonus target of\n                    $500,000.00.  In addition, if the Enron\n                    Wholesale Group meets its financial\n                    targets, Employee shall be eligible to\n                    receive an additional $300,000.00 bonus\n                    target.\n\nLong Term Incentive\nCompensation:       Employee shall receive the\n                    following Long Term Incentive\n                    Compensation:\n\n                                   1998\n                    1.   A grant of Enron\n                    Corp. Restricted Stock having a grant\n                    value of $1,060,000.00 to vest in\n                    accordance with the phantom stock unit\n                    vesting schedule as described in the ECT\n                    Phantom Stock Unit Plan on January 31,\n                    1999, January 31, 2000, January 31,\n                    2001, January 31, 2002, and January 31,\n                    2003 based on after-tax net income\n                    performance for calendar years 1998,\n                    1999, 2000, 2001, and 2002;\n\n\n                    2.   A grant of 100,000\n                    stock options to vest in increments of\n                    20% on December 31 of each of the next\n                    five years.  The difference between $40-\n                    1\/8 Enron Corp. stock price and actual\n                    grant price for these options shall be\n                    delivered in additional shares of Enron\n                    Corp. restricted stock tied to the\n                    restricted stock vesting schedule\n                    described above.  For example, if the\n                    stock option grant price is $55-1\/8, the\n                    $15.00 difference will be multiplied x\n                    100,000 and the sum shall be  by $55-1\/8\n                    to determine the number of additional\n                    shares of Enron Corp. restricted stock;\n                    and\n\n                                   1999 and 2000\n                    3.   In both 1999 and\n                    2000, Employee shall be granted stock\n                    options having a grant value based on\n                    Black-Scholes (as determined annually by\n                    the Compensation Committee of the Enron\n                    Corp. Board of Directors similar to\n                    other Enron Executives) of $2,120,000.00\n                    for each year.  For example, if the\n                    Black-Scholes value of an Enron stock\n                    option was $10.60, Employee would\n                    receive 200,000 stock options\n                    ($2,120,000.00 , $10.60). These stock\n                    options will be granted on December 31,\n                    1998 and December 31, 1999, and shall\n                    vest 20% on the date of grant and 20% on\n                    December 31 of each of the next four\n                    years following the date of grant.  Each\n                    grant shall be evidenced by an award\n                    agreement.\n\n                              ENRON CORP.\n\n                              By:   JEFFREY K. SKILLING\n                              Name: Jeffrey K. Skilling\n                              Title:\n                              This 1st day of September,\n                              1998\n\n\n                              KENNETH D. RICE\n\n                              KENNETH D. RICE\n                              This 1st day of September,\n                              1998\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-39830","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\/39830","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=39830"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39830"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39830"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39830"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}