{"id":39832,"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-international-inc-enron.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-enron-international-inc-enron","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-enron-international-inc-enron.html","title":{"rendered":"Executive Employment Agreement &#8211; Enron International Inc., Enron Corp. and Rodney L. Gray"},"content":{"rendered":"<pre>                EXECUTIVE EMPLOYMENT AGREEMENT\n\n\n     This Employment Agreement ('Agreement'), including the\nattached Exhibit 'A' and Exhibit 'B', are entered into\nbetween Enron International Inc., ('Employer'), a Delaware\ncorporation and subsidiary of Enron Corp. ('Enron'), having\noffices at 1400 Smith Street, Houston, Texas 77573, and\nRodney L. Gray, an individual currently residing at 4146\nMarquette, Houston, Texas 77005 ('Employee'), to be\neffective as of July 1, 1993 (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\nsubsequently assign Employee to a different position or\nmodify Employee's duties and responsibilities.  Moreover,\nEmployer may assign this Agreement and Employee's employment\nto Enron or any affiliates of Enron.  Employee agrees to\nserve in the assigned position and to perform diligently and\nto the best of Employee's abilities the duties and services\nappertaining to such position as determined by Employer, as\nwell as such additional or different duties and services\nappropriate to such position which Employee from time to\ntime may be reasonably directed to perform by Employer. \nEmployee shall at all times comply with and be subject to\nsuch policies and procedures as Employer may establish from\ntime 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. Employee acknowledges and agrees that Employee\nowes a fiduciary duty of loyalty, fidelity and allegiance to\nact at all times in the best interests of the Employer and\nto do no act which would injure Employer's business, its\ninterests, or its reputation.  It is agreed that any direct\nor indirect interest in, connection with, or benefit from\nany outside activities, particularly commercial activities,\nwhich interest might in any way adversely affect Employer,\nEnron, or any of their affiliates, involves a possible\nconflict of interest.  In keeping with Employee's fiduciary\nduties to Employer, Employee agrees that Employee shall not\nknowingly become involved in a conflict of interest with\nEmployer, Enron, or their affiliates, or upon discovery\nthereof, allow such a conflict to continue.  Moreover,\nEmployee agrees that Employee shall disclose to Employer's\nGeneral Counsel any facts which might involve such a\nconflict of interest that has not been approved by\nEmployer's President.\n\n     1.5.  Employer and Employee recognize that it is impos-\nsible to provide an exhaustive list of actions or interests\nwhich constitute a 'conflict of interest.'  Moreover,\nEmployer and Employee recognize there are many borderline\nsituations.  In some instances, full disclosure of facts by\nthe Employee to Employer's General Counsel may be all that\nis necessary to enable Employer, Enron, or their affiliates\nto protect its interests.  In others, if no improper\nmotivation appears to exist and the interests of Employer,\nEnron, or their 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\nARTICLE 2:  COMPENSATION AND BENEFITS:\n\n     2.1. Employee's base salary during the Term shall be\nnot less than the amount set forth under the heading 'Base\nSalary' on Exhibit 'A', which shall be paid in semimonthly\ninstallments in accordance with Employer's standard payroll\npractice.\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.  Except\nthat Employee shall not be entitled to any annual bonus,\nunless approved by the Compensation Committee of the Board\nof Directors of Enron Corp. in its sole discretion.  Nothing\nin this Agreement is to be construed or interpreted to\nprovide greater rights, participation, coverage, or benefits\nunder such benefit plans or programs than provided to\nsimilarly 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\n     2.5. Employee has received a grant of an Option (which\ndoes not constitute an Incentive Stock Option), under and\npursuant to the terms and provisions of the Enron Corp. 1991\nStock Plan, as made by such Plan's Committee at its meeting\non June 21, 1993, to purchase Sixty-Four Thousand (64,000)\nshares of common stock of Company.  Such grant was approved\nand made in the form of a Non-Qualified Stock Option\nAgreement which is attached hereto as Exhibit 'B'.\n\n     2.6. On the condition that Employee is in the position\nset forth on Exhibit 'A' hereto on the last day of the\ncalendar year for which a grant, as provided in the granting\nschedule in paragraph A below, is scheduled to be made the\nfollowing February, Employee shall be entitled to receive\nunder and pursuant to the terms and provisions of the 1991\nEnron Corp. Stock Plan, a grant of shares of Restricted\nStock in amounts designated in paragraph A below if, and\nonly if, Enron International Inc. meets the earnings target\nset for it by the Board of Directors of Enron Corp., in its\nsole discretion, for such year (the 'Earnings Target').  The\nRestricted Stock will be granted as follows:\n\n     A.   Granting Schedule.   Restricted Stock will be\n          granted pursuant to written grant agreements on\n          the condition that Enron International Inc. meets\n          the Earnings Target for the previous calendar year\n          according to the following granting schedule:\n\n  February, 1994 - 4,700 shares, if 1993 Earnings Target met.\n  February, 1995 - 9,400 shares, if 1994 Earnings Target met.\n  February, 1996 - 9,400 shares, if 1995 Earnings Target met.\n  December 30, 1996 - 9,400 shares, if 1996 Earnings Target met.\n\n          The number of shares of Restricted Stock granted\n          according to this granting schedule shall be\n          adjusted for splits or consolidations occurring\n          after July 1, 1993.\n\n     B.   Carry Back of Earnings Target Overages.   In the\n          event that a grant is not made because Enron\n          International Inc. failed to meet the previous\n          year's Earnings Target, the grant will be made in\n          a following February if the Earnings Target for\n          that year is exceeded by at least the amount of\n          the underage from the previous year.  Earnings\n          must be applied to the current year's Earnings\n          Target first, before being carried back to meet a\n          previous year's Earnings Target.  For example, if\n          the Earnings Target for 1994 is $100 million and\n          actual earnings for 1994 are $80 million (under by\n          $20 million), no grant will be made in February,\n          1995.  However, if the Earnings Target for 1995 is\n          $120 million and actual earnings for 1995 are $140\n          million (Earnings Target for 1995 exceeded by $20\n          million) then a grant for 18,800 shares (9,400 for\n          1995 earnings and 9,400 carried forward from 1994)\n          will be made in February, 1996.  Multiple future\n          years' actual earnings in excess of Earnings\n          Targets may be used to make up for a previous\n          year's missed Earnings Target.  However, actual\n          earnings in excess of an Earnings Target cannot be\n          banked for potential future missed Earnings\n          Targets.\n\n     C.   Vesting.   All shares granted pursuant to the\n          granting schedule will vest on December 31, 1996.\n\n     D.   Value of Stock at Vesting.      If on the vesting\n          date of December 31, 1996, the value of the shares\n          of Restricted Stock, including accrued dividends,\n          granted to Employee under this Section 2.6 is less\n          than $3,000,000, then the difference between the\n          actual value of the shares of Restricted Stock\n          including accrued dividends and Three Million\n          Dollars ($3,000,000.00) will be paid by Company\n          (the 'Payment'), provided, however, if for any\n          reason Employee has not been granted a total\n          32,900 shares, as adjusted for stock splits or\n          consolidations, of Restricted Stock pursuant to\n          the granting schedule, then the amount of the\n          Payment will be decreased to reflect the\n          percentage (rounded to 3 decimal points) of 32,900\n          shares, as adjusted for stock splits or\n          consolidations, which the actual number of shares\n          of Restricted Stock granted to Employee\n          represents.  For example, if Employee is granted a\n          total of 14,100 shares of Restricted Stock, and on\n          the vesting date said shares and accrued dividends\n          are worth One Million Dollars ($1,000,000) then\n          Employee would receive a Payment in the amount of\n          Two Hundred Eighty Seven Thousand and No\/100\n          Dollars ($287,000.00).  [Example Calculation:\n          ($3,000,000.00 x 14,100\/32,900) - $1,000,000.00 =\n          $287,000.00].  Payment will be made either in cash\n          or Enron common stock ('Enron Stock'; such stock\n          will be issued pursuant to the terms described in\n          Section 2.7), at Company's option.\n\n     2.7. Stock issued as the Payment referenced at Section\n2.6D above, if any, will be issued according to the\nfollowing terms and conditions:\n\n     A.   Employee Representations.  With respect to\n     Employee's agreement to accept and receive shares of\n     Enron Stock as provided for in Section 2.6D above,\n     Employee represents and warrants that:\n\n          (i)  Employee is an 'accredited investor' within\n          the meaning of Rule 501 of the General Rules and\n          Regulations under the Securities Act of 1933, as\n          amended;\n\n          (ii)  Employee has sufficient knowledge and\n          experience in financial and investment matters so\n          that Employee is able to evaluate the risks and\n          merits of Employee's investment in Enron Stock and\n          is able financially to bear the economic risks\n          thereof;\n\n          (iii)  Employee will acquire the shares of Enron\n          Stock for Employee's own account and not with a\n          view to or for sale in connection with any\n          distribution thereof in violation of any\n          securities laws, and Employee has no present or\n          future intention of selling or distributing any of\n          such securities in violation of any securities\n          laws; and\n\n          (iv)  Employee is familiar with the business and\n          financial condition, properties and operations and\n          prospects of Enron, has received copies of Enron's\n          1992 Annual Report to Stockholders, Annual Report\n          on Form 10-K for the year ended December 31, 1992\n          and Proxy Statement with respect to the 1993\n          Annual Meeting of Stockholders, and has read\n          carefully and understands the information\n          contained in such documents, and has been afforded\n          the opportunity to ask questions and receive\n          answers from Enron's officers and directors\n          concerning the business and financial condition,\n          properties, operations and prospects of Enron, and\n          has asked such questions as Employee desires to\n          ask and all such questions have been answered to\n          Employee's full satisfaction.\n\n     B.   Enron Representations.  Enron hereby represents to\n     Employee that:\n\n          (i)  the shares of Enron Stock which may be issued\n          to Employee hereunder, if and when issued, will be\n          validly authorized and duly issued shares of Enron\n          and will be fully paid and nonassessable and upon\n          issuance will be free and clear of any pledge,\n          lien, charge, encumbrance or other adverse claim;\n          and\n\n          (ii)  Enron has the requisite power and authority\n          to execute this Agreement and to enter into the\n          transactions contemplated hereby.\n\n     C.   Stock Certificate Legend.       Enron may, at its\n     option, cause to conspicuously appear on all stock\n     certificates representing Enron Stock which are issued\n     and delivered to Employee pursuant to the provisions of\n     this Section 2.7, the legend set forth below, the\n     provisions of which are agreed to by Employee:\n\n          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE\n     SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES\n     ACT'), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE\n     TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL\n     (I) SUCH OFFERING AND SALE OR OTHER TRANSFER HAVE BEEN\n     REGISTERED UNDER THE SECURITIES ACT, OR (II) THE HOLDER\n     HEREOF PROVIDES THE CORPORATION WITH (A) A WRITTEN\n     OPINION OF LEGAL COUNSEL, WHICH COUNSEL AND OPINION (IN\n     FORM AND SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO\n     THE CORPORATION, TO THE EFFECT THAT THE PROPOSED\n     TRANSFER OF SUCH SECURITY MAY BE EFFECTED WITHOUT\n     REGISTRATION UNDER THE SECURITIES ACT, OR (B) SUCH\n     OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO THE\n     CORPORATION THAT THE PROPOSED TRANSFER OF THIS SECURITY\n     MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE\n     SECURITIES ACT.\n\n     D.   Employee's Put Rights.     Employee shall have the\n     following put rights ('Put Rights') for the shares of\n     Enron Stock (the 'Shares') which are issued to Employee\n     under this Agreement unless otherwise provided in the\n     following paragraph E, or unless there is an effective\n     registration statement covering such Shares, or unless\n     Employee is entitled to sell such Shares pursuant to\n     Rule 144 under the Securities Act of 1933, as amended. \n     At any time after June 30, 1997, and from time to time\n     when Employee has Put Rights, at Employee's sole\n     option, Enron agrees, upon receipt of a written request\n     of Employee, together with duly endorsed stock\n     certificates representing the Shares to be repurchased\n     by Enron, for the account of and charge to Employer, to\n     repurchase any or all of the Shares (provided that\n     Employee must tender and make such a request for at\n     least the lesser of (i) 3,000 of the Shares or (ii) all\n     of the Shares then held by Employee) at a purchase\n     price per share equal to the closing sales price on the\n     New York Stock Exchange for Enron Stock on the date\n     such written request and such stock certificates are\n     received by Enron.  Enron shall pay the purchase price\n     for such Shares to Employee within five (5) business\n     days after the date Enron receives the written request\n     and the duly endorsed stock certificates representing\n     the Shares to be repurchased by Enron.\n\n     E.   Registration of Enron Stock.    Enron may, at its\n     option, file and cause to become effective with the\n     Securities and Exchange Commission one or more\n     registration statements under the Securities Act of\n     1933 relating to the offering and sale of the Shares by\n     Employee from time to time on the New York Stock\n     Exchange at prevailing market prices.  In the event\n     Enron elects to effect such registration, Employee,\n     with respect to Employee's Shares covered by the\n     registration statement or statements, shall have no Put\n     Rights following the effectiveness of such registration\n     statement or statements if (a) Enron has filed with the\n     New York Stock Exchange the number of copies of the\n     final prospectus or final prospectuses included therein\n     required by the New York Stock Exchange rules to permit\n     such offering and sale to occur and (b) such prospectus\n     or prospectuses contain such information as shall\n     permit such offering and sale to occur.  Employee shall\n     have no Put Rights with respect to Shares that Employee\n     elects not to be offered or sold pursuant to such\n     registration statement.  In the event the information\n     in any such registration statement or prospectus is\n     required to be revised or updated in order to permit\n     such offering and sale to occur, Employee shall have no\n     Put Rights during the thirty day period following the\n     first day on which such registration statement or\n     prospectus is required to be revised or updated in\n     order to permit such offering and sale to occur. \n     Employee agrees that, at the time of any sale pursuant\n     to any such registration statement, Employee will\n     obtain from Enron confirmation that the prospectus or\n     prospectuses on file with the New York Stock Exchange\n     contain such information as shall permit such offering\n     and sale to occur.  Enron will bear all expenses\n     incurred by it in connection with the filing of the\n     registration statements pursuant to this paragraph E\n     (other than underwriting discounts and commissions and\n     brokerage commissions and fees and expenses, if any,\n     payable with respect to Shares sold by Employee and\n     fees and expenses of counsel for Employee).\n\n\nARTICLE 3:     TERMINATION PRIOR TO\n               EXPIRATION OF TERM AND EFFECTS\n               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 good faith\n          determination by the Employer's\n          management committee (or, if there is no\n          management committee, the highest\n          applicable level of management) of\n          Employer that 'cause' exists for the\n          termination of the employment\n          relationship.  As used in this Section\n          3.1(i), the term 'cause' shall mean\n          [a] Employee's gross negligence or\n          willful misconduct in the performance of\n          the duties and services required of\n          Employee pursuant to this Agreement; or\n          [b] Employee's final conviction of a\n          felony or of a misdemeanor involving\n          moral turpitude; [c] Employee's\n          involvement in a conflict of interest as\n          referenced in Sections 1.5-1.6 for which\n          Employer makes a determination to\n          terminate the employment of Employee; or\n          [d] Employee's material breach of any\n          material provision of this Agreement\n          which remains uncorrected for thirty\n          (30) days following written notice to\n          Employee by Employer of such breach.  It\n          is expressly acknowledged and agreed\n          that the decision as to whether 'cause'\n          exists for termination of the employment\n          relationship by Employer is delegated to\n          the management committee (or, if there\n          is no management committee, the highest\n          applicable level of management) of\n          Employer for determination.  If Employee\n          disagrees with the decision reached by\n          Employer, the dispute will be limited to\n          whether the management committee (or, if\n          there is no management committee, the\n          highest applicable level of management)\n          of Employer reached its decision in good\n          faith;\n\n     (ii) for any other reason whatsoever, with or\n          without cause, in the sole discretion of\n          the management committee (or, if there\n          is no management committee, the highest\n          applicable level of management) of\n          Employer;\n\n     (iii) upon Employee's death; or\n\n     (iv) upon Employee's becoming incapacitated\n          by accident, sickness, or other circum-\n          stance which renders him or her mentally\n          or physically incapable of performing\n          the duties and services required of\n          Employee.\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 7.5, 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\n          notice of such breach by Employee to\n          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\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 the\ncompensation specified in Section 2.1 and an amount equal to\ntwenty-five percent (25%) of the amount specified in Section\n2.1 as if Employee's employment (which shall cease on the\ndate of such Involuntary Termination) had continued for the\nfull Term of this Agreement.  Employee shall not be under\nany duty or obligation to seek or accept other employment\nfollowing Involuntary Termination and the amounts due\nEmployee hereunder shall not be reduced or suspended if\nEmployee accepts subsequent employment.  Employee's rights\nunder this Section 3.5 are Employee's sole and exclusive\nrights against Employer, Enron, or their affiliates, and\nEmployer's sole and exclusive liability to Employee under\nthis Agreement, in contract, tort, or otherwise, for any\nInvoluntary Termination of the employment relationship. \nEmployee covenants not to sue or lodge any claim, demand or\ncause of action against Employer for any sums for Involun-\ntary Termination other than those sums specified in this\nSection 3.5.  If Employee breaches this covenant, Employer\nshall be entitled to recover from Employee all sums expended\nby Employer (including costs and attorneys fees) in\nconnection with such suit, claim, demand or 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 5 and 6.\n\nARTICLE 4:     CONTINUATION OF EMPLOYMENT\n               BEYOND TERM; TERMINATION AND\n               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:  OWNERSHIP AND PROTECTION OF INFORMATION;\n            COPYRIGHTS:\n\n     5.1. 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     5.2. 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 Empl<\/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-39832","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\/39832","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=39832"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39832"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39832"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39832"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}