{"id":39833,"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-operations-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-enron-operations-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-enron-operations-corp-and.html","title":{"rendered":"Executive Employment Agreement &#8211; Enron Operations Corp. and Stanley C. Horton"},"content":{"rendered":"<pre>\n                 EXECUTIVE EMPLOYMENT AGREEMENT\n\n\n     This Employment Agreement ('Agreement'), including the\nattached Exhibit 'A,' is entered into between Enron\nOperations Corp., a Delaware corporation, having offices at\n1400 Smith Street, Houston, Texas 77002 ('Employer'), and\nStanley C. Horton, an individual currently residing at 70\nChampions Bend Circle, Houston, Texas 77069 ('Employee'), to\nbe effective as of October 1, 1996 (the 'Effective Date').\n\n                          WITNESSETH:\n\n     WHEREAS, Employee is currently employed under that\ncertain Employment Agreement between Enron Interstate\nPipeline Company and Stanley C. Horton, effective as of\nJanuary 1, 1990, amended and assigned to Enron Operations\nCorp. as of October 1, 1993.\n\n     WHEREAS, Employee is willing to continue his employment\nwith Employer under the terms and conditions set forth in\nthis Agreement, and said Agreement shall supersede all\npervious agreements; 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 agrees\nto be employed by Employer, beginning as of the Effective\nDate and continuing until the date set forth on Exhibit 'A'\n(the 'Term'), subject to the terms and conditions of this\nAgreement.\n     \n     1.2. Employee initially shall be employed in the position\nset forth on Exhibit 'A'.  Employer may subsequently assign\nEmployee to a different position or modify Employee's duties\nand responsibilities.  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 Employer,\nEmployer shall endeavor to provide Employee access to such\nconfidential information pertaining to the business and\nservices 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 Employee owes a\nfiduciary duty of loyalty, fidelity and allegiance to act at\nall times in the best interests of the Employer and to do no\nact which would injure Employer's business, its interests,\nor its reputation.  It is agreed that any direct or indirect\ninterest in, connection with, or benefit from any outside\nactivities, particularly commercial activities, which\ninterest might in any way adversely affect Employer, Enron,\nor any of their affiliates, involves a possible conflict of\ninterest.  In keeping with Employee's fiduciary duties to\nEmployer, Employee agrees that Employee shall not knowingly\nbecome involved in a conflict of interest with Employer,\nEnron, or their affiliates, or upon discovery thereof, allow\nsuch a conflict to continue.  Moreover, Employee agrees that\nEmployee shall disclose to Employer's General Counsel any\nfacts which might involve such a conflict of interest that\nhas not been approved by Employer's President.\n     \n     1.6. Employer and Employee recognize that it is impossible\nto provide an exhaustive list of actions or interests which\nconstitute a 'conflict of interest.'  Moreover, Employer and\nEmployee recognize there are many borderline situations.  In\nsome instances, full disclosure of facts by the Employee to\nEmployer's General Counsel may be all that is necessary to\nenable Employer, Enron, or their affiliates to protect its\ninterests.  In others, if no improper motivation appears to\nexist and the interests of Employer, Enron, or their\naffiliates have not suffered, prompt elimination of the\noutside interest will suffice.  In still others, it may be\nnecessary for Employer to terminate the employment\nrelationship.  Employer and Employee agree that Employer's\ndetermination as to whether a conflict of interest exists\nshall be conclusive.  Employer reserves the right to take\nsuch action as, in its judgment, will end the conflict.\n\nARTICLE 2:  COMPENSATION AND BENEFITS:\n\n     2.1. Employee's Monthly base salary during the Term shall be\nnot less than the amount set forth under the heading\n'Monthly Base Salary' on Exhibit 'A', subject to increase at\nthe sole discretion of the Employer, which shall be paid in\nsemimonthly installments in accordance with Employer's\nstandard payroll practice.  Any calculation to be made under\nthis Agreement with respect to Employee's Monthly Base\nSalary shall be made using the then current Monthly Base\nSalary in effect at the time of the event for which such\ncalculation is made.\n     \n     2.2. While employed by Employer (both during the Term and\nthereafter), Employee shall be allowed to participate, on\nthe same basis generally as other employees of Employer, in\nall general employee benefit plans and programs, including\nimprovements or modifications of the same, which on the\neffective date or thereafter are made available by Employer\nto all or substantially all of Employer's employees.  Such\nbenefits, plans, and programs may include, without\nlimitation, 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, benefits,\nor amounts payable under this Agreement all federal, state,\ncity, or other taxes as may be required pursuant to any law\nor governmental regulation or ruling.\n     \n     2.5. Employee shall receive an option to purchase 125,000\nshares of Enron Corp. Common Stock, subject to approval by\nthe Compensation Committee of the Board of Directors of\nEnron Corp. at the meeting to be held September 30, 1996.\nThe grant shall be effective as of September 30, 1996 and\nthe grant price shall be equal to the closing price of Enron\nCorp. Common Stock on the date of grant.  The grant shall\nhave a normal exercise term of ten years from date of grant.\nThe grant shall have an exercise term of ten years from date\nof grant and shall be evidenced by an award agreement.\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 good faith determination by\n          the Employer's management committee (or, if there\n          is no management committee, the highest applicable\n          level of management) of Employer that 'cause'\n          exists for the termination of the employment\n          relationship.  As used in this Section 3.1(i), the\n          term 'cause' shall mean [a] Employee's gross\n          negligence or willful misconduct in the\n          performance of the duties and services required of\n          Employee pursuant to this Agreement; or [b]\n          Employee's final conviction of a felony or of a\n          misdemeanor involving moral turpitude;\n          [c] Employee's involvement in a conflict of\n          interest as referenced in Sections 1.5-1.6 for\n          which Employer makes a determination to terminate\n          the employment of Employee; or [d] Employee's\n          material breach of any material provision of this\n          Agreement which remains uncorrected for thirty\n          (30) days following written notice to Employee by\n          Employer of such breach.  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 management committee (or, if there is no\n          management committee, the highest applicable level\n          of management) of Employer for determination.  If\n          Employee disagrees with the decision reached by\n          Employer, the dispute will be limited to whether\n          the management committee (or, if there is no\n          management committee, the highest applicable level\n          of management) of Employer 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\n          management) of Employer;\n     \n    (iii) upon Employee's death; or\n     \n     (iv) upon Employee's becoming incapacitated by\n          accident, sickness, or other circumstance which\n          renders him or her mentally or physically\n          incapable of performing the duties and services\n          required of 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\n'Involuntary Termination' if made pursuant to Section\n3.1(ii); the effect of such termination is specified in\nSection 3.5.  The effect of the employment relationship\nbeing terminated pursuant to Section 3.1(iii) as a result of\nEmployee's death is specified in Section 3.6.  The effect of\nthe employment relationship being terminated pursuant to\nSection 3.1(iv) as a result of the Employee becoming\nincapacitated is specified in Section 3.7.\n\n     3.2. Notwithstanding any other provisions of this Agreement\nexcept Section 7.5, Employee shall have the right to\nterminate the employment relationship under this Agreement\nat 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) within sixty (60) days of and in connection\n          with or based upon any of the following:\n\n                    (a)  a transfer or assignment from\n               Employee's present position to a non-\n               management position which involves an overall\n               substantial and material reduction in the\n               nature or scope of Employee's duties and\n               responsibilities; or\n\n                    (b)  a permanent change and relocation\n               of Employee from the city in which Employee\n               was serving at the time of such change, to a\n               place which is more than 50 miles away from\n               such locations; or\n\n         (iii) for any other reason whatsoever, in the\n               sole 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)\nor 3.2(ii); 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(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 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\nthirty percent (30%) of the amount specified in Section 2.1\nas if Employee's employment (which shall cease on the date\nof such Involuntary Termination) had continued for the full\nTerm of this Agreement.  Employee shall not be under any\nduty 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\nInvoluntary Termination other than those sums specified in\nthis Section 3.5.  If Employee breaches this covenant,\nEmployer shall be entitled to recover from Employee all sums\nexpended by 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 BEYOND TERM;\n           TERMINATION AND EFFECTS OF TERMINATION:\n\n     4.1.  Should Employee remain employed by Employer beyond the\nexpiration 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\nEmployee, 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,\nevaluations, opinions, interpretations, acquisition\nprospects, the identity of customers or their requirements,\nthe identity of key contacts within the customer's\norganizations or within the organization of acquisition\nprospects, or marketing and merchandising techniques,\nprospective names, and marks) shall be disclosed to Employer\nand are and shall be the sole and exclusive property of\nEmployer.  Moreover, all drawings, memoranda, notes,\nrecords, files, correspondence, drawings, manuals, models,\nspecifications, computer programs, maps and all other\nwritings or materials of any type embodying any of such\ninformation, ideas, concepts, improvements, discoveries, and\ninventions are and shall be the sole and exclusive property\nof Employer.\n     \n     5.2.   Employee acknowledges that the business of Employer,\nEnron, and their 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, Enron, or their\naffiliates use in their business to obtain a competitive\nadvantage over their competitors.  Employee further\nacknowledges that protection of such confidential business\ninformation 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 5 by Employee, and Employer shall be entitled to\nenforce the provisions of this Article 5 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 5, 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     5.3.   All written materials, records, and other documents\nmade by, or coming into the possession of, Employee during\nthe period of Employee's employment by Employer which\ncontain or disclose confidential business information or\ntrade secrets of Employer, Enron, or their affiliates shall\nbe and remain the property of Employer, Enron, or their\naffiliates, as the case may be.  Upon termination of\nEmployee's employment by Employer, for any reason, Employee\npromptly shall deliver the same, and all copies thereof, to\nEmployer.\n     \n     5.4.   If, during Employee's employment by Employer, Employee\ncreates any original work of authorship fixed in any\ntangible medium of expression which is the subject matter of\ncopyright (such as videotapes, written presentations on\nacquisitions, computer programs, drawings, maps,\narchitectural renditions, models, manuals, brochures, or the\nlike) 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\ntranslation, as a supplementary work, as a compilation, or\nas an instructional text, then the work shall be considered\nto be work made for hire and Employer shall be the author of\nthe work.  If such work is neither prepared by the Employee\nwithin the scope of his or her employment nor a work\nspecially ordered and is deemed to be a work made for hire,\nthen Employee hereby agrees to assign, and by these presents\ndoes assign, to Employer all of Employee's worldwide right,\ntitle, and interest in and to such work and all rights of\ncopyright therein.\n     \n     5.5.   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 6:  POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS:\n\n     6.1. As part of the consideration for the compensation and\nbenefits to be paid to Employee hereunder, in keeping with\nEmployee's duties as a fiduciary and in order to protect\nEmployer's interests in the confidential information of\nEmployer 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 6.  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\n          business conducted by Employer;\n\n          (ii) render advice or services to, or otherwise\n          assist, any other person, association, or entity\n          who is engaged, directly or indirectly, in any\n          business competitive with the business conducted\n          by Employer;\n\n         (iii) induce any employee of Employer or Enron\n         or any of their affiliates to terminate his or her\n         employment with Employer, Enron, or their\n         affiliates, or hire or assist in the hiring of any\n         such employee by person, association, or entity\n         not affiliated with Enron.\n\nThese non-competition obligations shall extend until the\nexpiration of the Term.\n\n     6.2. Employee understands that the foregoing restrictions\nmay limit his or her ability to engage in certain businesses\nanywhere in the world during the period provided for above,\nbut acknowledges that Employee will receive sufficiently\nhigh remuneration and other benefits (e.g., the right to\nreceive compensation under Section 3.5 for the remainder of\nthe Term upon Involuntary Termination) under this Agreement\nto justify such restriction.  Employee acknowledges that\nmoney damages would not be sufficient remedy for any breach\nof this Article 6 by Employee, and Employer shall be\nentitled 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, without limitation, the recovery of damages from\nEmployee and his or her agents involved in such breach.\n     \n     6.3. It is expressly understood and agreed that Employer and\nEmployee consider the restrictions contained in this Article\n6 to be reasonable and necessary to protect the proprietary\ninformation of Employer.  Nevertheless, if any of the\naforesaid 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 7:  MISCELLANEOUS:\n\n     7.1. For purposes of this Agreement the terms 'affiliates'\nor 'affiliated' means an entity who directly, or indirectly\nthrough one or more intermediaries, controls, is controlled\nby, or is under common control with Enron or Employer.\n     \n     7.2. For purposes of this Agreement, notices and all other\ncommunications provided for herein shall be in writing and\nshall 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, to:\n\n          Enron Operations Corp.\n          1400 Smith Street\n          Houston, Texas 77002\n          Attention:  Chief Executive Officer\n\n     With a copy to:\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     I.   This Agreement shall be governed in all respects by the\nlaws of the State of Texas, excluding any conflict-of-law\nrule or principle that might refer the construction of the\nAgreement to the laws of another State or country.\n     \n     II.  No failure by either party hereto at any time to give\nnotice of any breach by the other party of, or to require\ncompliance 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     III. If a dispute arises out of or related to this\nAgreement, other than a dispute regarding Employee's\nobligations under Sections 5.2, Article 5, or Section 6.1,\nand if the dispute cannot be settled through direct\ndiscussions, then Employer and Employee agree to first\nendeavor to settle the dispute in an amicable manner by\nmediation, before having recourse to any other proceeding or\nforum.  Thereafter, if either party to this Agreement brings\nlegal action to enforce the terms of this Agreement, the\nparty who prevails in such legal action, whether plaintiff\nor defendant, in addition to the remedy or relief obtained\nin such legal action shall be entitled to recover its, his,\nor her expenses incurred in connection with such legal\naction, including, without limitation, costs of Court and\nattorneys fees.\n     \n     IV.  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     V.   This Agreement shall be binding upon and inure to the\nbenefit of Employer and any other person, association, or\nentity 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     VI.  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 OPERATIONS CORP.\n\n                              By: \/s\/ PEGGY B. MENCHACA\n                              Name: Peggy B. Menchaca\n                              Title:  Vice President &amp; Secretary\n                              This 15 day of October, 1996\n\n\n                              STANLEY C. HORTON\n\n                              \/s\/ STANLEY C. HORTON\n                              This 15th day of October, 1996\n\n\n                         EXHIBIT 'A' TO\n                 EXECUTIVE EMPLOYMENT AGREEMENT\n      BETWEEN ENRON OPERATIONS CORP. AND STANLEY C. HORTON\n\n\nEmployee Name:       Stanley C. Horton\n\nTerm:                October 1, 1996 through May 31, 2000\n\nPosition:            Co-Chairman and Chief Executive Officer\n\nLocation:            Houston, Texas\n\nMonthly Base Salary: Thirty-Six Thousand Two Hundred Fifty\n                     and No\/100 Dollars ($36,250.00) per month\n\nBonus:               Employee shall be eligible to participate\n                     in the Enron Corp. Annual Incentive Plan\n                     ('Plan') or any appropriate replacement\n                     bonus plan of ECT.  All bonuses may be paid\n                     in accordance with the terms and provisions\n                     of the Plan, a portion of which may be\n                     paid in cash and a portion of which\n                     shall be paid in stock options.\n\nLong-Term Incentives:Employee shall be eligible to\n                     participate in the Enron Corp. Long-Term\n                     Incentive Program or any appropriate\n                     replacement long-term incentive program.\n\n\n                              ENRON OPERATIONS CORP.\n\n\n                              By: \/s\/ PEGGY B. MENCHACA\n                              Name: Peggy B. Menchaca\n                              Title:  Vice President &amp; Secretary\n                              This 15 day of October, 1996\n\n\n\n                              STANLEY C. HORTON\n\n\n                              \/s\/ STANLEY C. HORTON\n                              This 15th day of October, 1996\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-39833","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\/39833","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=39833"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39833"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39833"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39833"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}