{"id":40718,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/termination-agreement-enron-corp-and-richard-d-kinder.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"termination-agreement-enron-corp-and-richard-d-kinder","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/termination-agreement-enron-corp-and-richard-d-kinder.html","title":{"rendered":"Termination Agreement &#8211; Enron Corp. and Richard D. Kinder"},"content":{"rendered":"<pre>                          AGREEMENT\n\n\nThis Agreement is made and entered into by and between Enron\nCorp. ('Company') and Richard D. Kinder ('Kinder'), an\nindividual residing in Houston, Texas, on and effective the\n25th day of November, 1996 (the 'Effective Date').\n\n                          WITNESSETH:\n\n     WHEREAS, Company and Kinder have agreed that Kinder's\nemployment with the Company will voluntarily terminate; and\n\n     WHEREAS, Company and Kinder have agreed upon the time,\nterms and conditions under which Kinder's employment with\nthe Company will terminate;\n\n     NOW, THEREFORE, for and in consideration of the mutual\ncovenants, promises and representations contained herein,\nand other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, Company and\nKinder agree as follows:\n\n\n1.   Regarding Kinder's Employment with Company.\n\n1.1. Employment.  Kinder's voluntary resignation and\ntermination of employment with Company shall be effective on\nFebruary 15, 1997 ('Termination Date').  Effective December\n31, 1996, Kinder shall resign as an officer, director and\nmember of executive committees of Company and its\nsubsidiaries and affiliated companies in which he holds\noffice, directorship and\/or membership; however, from\nDecember 31, 1996, until the Termination Date, Kinder will\ncontinue to perform the duties reasonably agreed to between\nhim and the Chairman and Chief Executive Officer of Company.\nIn connection with his resignation as an officer, director\nand member of executive committees, Kinder agrees to sign a\nresignation letter to be placed in the corporate minute\nbooks of Company, its subsidiaries and affiliates.  The\nparties agree that such resignation and continuation of\nemployment, which results in a transfer of position and an\noverall substantial and material reduction in the nature and\nscope of his duties and responsibilities, shall not be an\nInvoluntary Termination of Kinder's employment with Company.\nThe parties agree that as of the Effective Date, there has\noccurred no event that is or could result in an Involuntary\nTermination of Kinder's employment with Company.\n\n1.2. Employment Agreement.  Subject to the provisions of\nthis Agreement which shall be controlling and which are an\namendment thereof, the Employment Agreement as amended from\ntime to time, between Company and Kinder effective as of\nSeptember 1, 1989 (the 'Employment Agreement)' shall\ncontinue in effect until the Termination Date, whereupon\nKinder's employment with Company shall voluntarily\nterminate.\n\n1.3. Defined Terms.  Terms and phrases used in this\nAgreement which are defined in the Employment Agreement\nshall have the same meaning as used in the Employment\nAgreement.\n\n2.   Consideration:\n\n2.1. Payments.  As consideration for covenants contained\nherein and the parties' agreement therewith, and subject to\ntax withholding requirements, Company shall pay to Kinder:\n\n     A.  A payment in the sum of One Million Dollars\n     ($1,000,000) which shall be paid to Kinder on January\n     1, 1997.\n     \n     B.  An amount as the annual bonus Kinder would receive\n     for calendar year 1996 in the sum of One Million Five\n     Hundred Thousand Dollars ($1,500,000), which shall be\n     paid at the time bonus payments for calendar year 1996\n     are paid to executives of Company, but not later than\n     the Termination Date.\n\n2.2. Debt Cancellation.  All principal in the amount of\nThree Million Fifty Three Thousand Eighty Six Dollars\n($3,053,086) and all interest accrued through February 7,\n1997 (Six Hundred Seventy Four Thousand Five Hundred Three\nDollars ($674,503) as of September 30, 1996, plus interest\naccrued thereafter through February 7, 1996) under Kinder's\nStock Finance Documents and Loan Commitment Documents are\ncanceled and forgiven as of February 7, 1996, and shall be\nreported by Company as taxable income to Kinder.\n\n2.3. Club Memberships.  Company shall transfer to Kinder the\nmemberships maintained by Company for Kinder at the Houston\nRacquet Club and the Petroleum Club, and such transfer of\nmemberships shall be reported by Company as taxable income\nto Kinder.  Kinder shall pay fees and costs associated with\ncontinuation of such memberships in his name.\n\n2.4  Vacation Days.  Company shall pay Kinder accumulated\nunused vacation pay for 1996 on December 31, 1996 in the\namount of Forty Six Thousand Ten Dollars ($46,010), and\naccumulated unused vacation pay for 1997 in the amount of\nSixty Three Thousand Four Hundred Sixty Two Dollars\n($63,462) on the Termination Date.\n\n3.   Employee Benefit Plans and Compensation Programs.\n\n3.1. Entitlement to Benefits and Compensation.  Except as\notherwise provided in this Agreement,  Kinder shall be\nentitled to receive benefits earned by and payable to him\nunder all employee benefit plans and compensation plans and\nprograms in which he participated or was covered by during\nhis employment with Company, according to the terms and\nprovisions thereof, and as provided for in the Employment\nAgreement.  In furtherance thereof, the parties acknowledge\nand agree:\n\n     A.   Kinder shall receive annual payments of One\n     Hundred Twenty One Thousand Two Hundred Forty Five\n     Dollars ($121,245.00) each, on or before each March 1\n     in the years 1997 through 2002.\n\n     B.   Kinder shall receive not less than One Hundred\n     Thousand Dollars ($100,000) as a result of the\n     performance of the Performance Units granted to him\n     under Company's Amended and Restated Performance Unit\n     Plan, representing payment for 400,000 Performance\n     Units granted to him on February 8, 1993 for the 1993 -\n     1996 Performance Period, and as communicated in a grant\n     notification letter dated February 10, 1993.\n\n     C.   Kinder has waived and forfeited all  rights  to\n     post  retirement  benefits  under  the  Enron Executive\n     Supplemental Survivor Benefits Plan and all benefits\n     under the Houston Natural Gas Corporation and\n     Subsidiaries Executive  Post-Retirement  Salary\n     Continuation  Agreement dated July 1, 1985.\n       \n     D.   Vesting of all outstanding options granted to\n     Kinder under stock plans of Company shall cease as of\n     the Termination Date.  Options which are vested and\n     outstanding on the Termination Date shall be\n     exerciseable as specified and provided for in the\n     applicable grant agreements.  Company agrees that as of\n     December 31, 1996, Company will cause to vest in Kinder\n     at least 213,334 options granted to Kinder pursuant to\n     Grant No. 005109, dated February 8, 1994.\n     \n     E.   The benefits payable under Company's Deferral\n     Plans and the HNG Deferral Plan will be paid, when\n     distributable to Kinder in accordance with the\n     provisions of said plans, as if Kinder had retired from\n     Company.\n     \n     F.   Kinder waives, and Company shall not be required\n     to pay, any severance or severance benefits, in\n     connection with the termination of his employment,\n     whether from a Company sponsored severance plan or the\n     general assets of Company.  The consideration provided\n     for under this Agreement are in lieu of and take the\n     place of any severance pay or severance benefit, which\n     Kinder forfeits.\n     \n     G.   Except as provided in this Agreement, all\n     compensation and benefits to Mr. Kinder terminate\n     contemporaneously with his termination of employment as\n     of the Termination Date.\n\n4.   Ownership, Protection, Use and Marketing of\nIntellectual Property:\n\n4.1. Disclosure.  Kinder will promptly disclose to Company\nall of the information or technology that Kinder heretofore\nconceived, developed, reduced to practice, made, invented,\ncreated, or acquired in connection with Kinder's employment\nrelationship with Company.  This includes information and\ntechnology (including but not limited to, confidential\ninformation and trade secrets), improvements (whether or not\npatentable), inventions, designs, algorithms, formulas,\nprocesses, compositions of matter, mask works, computer\nprograms, and all forms of expression of ideas and original\nworks of authorship that are the subject matter of\ncopyright.  This applies to all information or technology,\nwhether conceived, developed, reduced to practice, made,\ninvented, created, or acquired solely or jointly with\nothers, whether or not in the course and scope of Kinder's\nemployment services, whether or not in Company's offices or\nat Kinder's home or elsewhere, and whether or not using\nCompany's facilities.\n\n4.2. Assignment.  To the extent that the information or\ntechnology, particularly the forms of expression of ideas\nand original works of authorship constituting the subject\nmatter of copyright, were during Kinder's employment by\nCompany, conceived, developed, reduced to practice, made,\ninvented, created, or acquired as a result of Kinder being\ncommissioned or requested by Company to perform services for\nCompany, to the fullest extent allowed by law it is intended\nthat such information and technology shall be a 'work for\nhire,' both under the United States Copyright Act or\notherwise.  To the extent the information or technology is\nnot a work for hire, Kinder hereby irrevocably assigns to\nCompany all worldwide right, title and interest in and to\nthe information and technology, including all intellectual\nproperty rights in or pertaining to such and technology.\nThis assignment of intellectual property rights in or\npertaining to the information and technology includes, but\nis not limited to (a) the right to maintain all such\ninformation and technology in confidence (including the\nright of first publication as specified in more detail\nbelow), (b) the right to determine whether, when and under\nwhat circumstances to file applications for Unites States\nand foreign patents, (c) all rights of copy right, and (d)\nall 'moral rights.'  The term 'moral rights' means (i) the\nexclusive right of attribution (e.g., authorship,\ninventorship, etc.) of the information and technology, (ii)\nthe right to object to or prevent the modification of the\ninformation or technology, (iii) the right to withdraw from\ncirculation or control the publication or distribution of\nthe information or technology, and\/or (iv) any similar right\nexisting under the judicial or statutory law in any country\nin the world, or under any treaty, regardless of whether or\nnot such right is denominated or generally referred to as a\n'moral right.'  Kinder waives any such moral rights with\nrespect to the information and technology; provided,\nhowever, Kinder retains a non-exclusive right to attribution\n(e.g., authorship, inventorship, etc.) of the information\nand technology.\n\n4.3. Company Confidential Information.  Kinder's employment\nrelationship with Company creates a relationship of\nconfidence and trust with respect to any information of a\nconfidential or secret nature that is or has been conceived,\ndeveloped, reduced to practice, made, invented, created, or\nacquired during Kinder's employment relationship with\nCompany and is owned or possessed by Company or is or has\nbeen learned by Kinder from Company or its subsidiaries,\naffiliates or licensees and their suppliers and customers\n(all of which is referred to herein as the 'Company\nConfidential Information').  The term Company Confidential\nInformation includes not only technical information but also\nmarketing plans, product plans, business strategies,\nfinancial information, personnel information, and customer\nlists.  At all times both during the employment relationship\nwith Company and thereafter, Kinder shall keep and hold such\nCompany Confidential Information in strict confidence and\ntrust, and will not use or disclose any of such Company\nConfidential Information without the prior written consent\nof Company, except as otherwise allowed by this Agreement.\n\n4.4. Cooperation.  Kinder will assist Company, and its\nsubsidiaries, affiliates or licensees, in every proper way\nto obtain, maintain and enforce for Company and its\nsubsidiaries, affiliates or licensees, as the case may be,\nall patents, copyrights, information mask work rights,\nconfidentiality and trade secret rights, and other legal\nprotections for the information and technology in the United\nStates and all foreign countries.  Kinder and Company will\nexecute such documents as Company may reasonable request for\nuse in obtaining, maintaining and enforcing such patents,\ncopyrights, mask work rights, confidentiality and trade\nsecret rights, and other legal protections for the\ninformation and technology, provided that Company shall\ncompensate Kinder after the term of this Agreement for time\nor expense actually spent by Kinder at Company's request on\nsuch assistance.  Kinder appoints the Secretary of Company\nas attorney-in-fact to execute documents on behalf of Kinder\nfor this purpose.\n\n5.   Parties Shall Refrain From Publishing Statements:\n\n5.1. Kinder Shall Refrain From Publishing Statements.\nKinder shall refrain from publishing any oral or written\nstatements about Company, any of its subsidiaries or\naffiliates, or any of such entities' officers, employees,\nagents or representatives that are slanderous, libelous, or\ndefamatory; or that disclose private or confidential\ninformation about Company or any of its subsidiaries or\naffiliates, or any of such entities' business affairs,\nofficers, employees, agents, or representatives; or that\nconstitute an intrusion into the seclusion or private lives\nof Company or any of its subsidiaries or affiliates, or any\nof such entities' officers, employees, agents, or\nrepresentatives; or that give rise to unreasonable publicity\nabout the private lives of Company or any of its\nsubsidiaries or affiliates, or any of such entities'\nofficers, employees, agents, or representatives; or that\nplace Company or any of its subsidiaries or affiliates, or\nany of such entities' officers, employees, agents, or\nrepresentatives in a false light before the public; or that\nconstitute a misappropriation of the name or likeness of\nCompany or any of its subsidiaries or affiliates, or any of\nsuch entities' officers, employees, agents, or\nrepresentatives.  A violation or threatened violation of\nthis prohibition may be enjoined by the courts.  The rights\nafforded the Company and its subsidiaries or affiliates, or\nany of such entities' officers, employees, agents, or\nrepresentatives under this provision are in addition to any\nand all rights and remedies otherwise afforded by law.\n\n5.2. Company Shall Refrain from Publishing Statements.\nCompany shall refrain from publishing any oral or written\nstatements about Kinder that are slanderous, libelous, or\ndefamatory; or that disclose private or confidential\ninformation about Kinder; or that constitute an intrusion\ninto the seclusion or private life of Kinder; or that give\nrise to unreasonable publicity about the private life of\nKinder; or that place Kinder in a false light before the\npublic; or that constitute a misappropriation of Kinder's\nname.  A violation or threatened violation of this\nprohibition may be enjoined by the courts.  The rights\nafforded Kinder under this provision are in addition to any\nand all rights and remedies otherwise afforded by law.\n\n6.  Competition.\n\n6.1  Non Inducement.  After the Termination Date, Kinder\nshall not be subject to any restriction or limitation on his\nability to engage in any business, whether on his own behalf\nor on the behalf of another, provided, however, for a period\nof two years following the Termination Date, Kinder shall\nnot, directly or indirectly, on his own behalf or on the\nbehalf of another, induce any employee of Company or any\nAffiliate to terminate his or her employment with Company or\nsuch Affiliate.  Provided, however, this shall not prohibit\nthe hiring of any such employee if Company terminates such\nemployee or such employee terminates employment with Company\nwithout such inducement by Kinder.\n\n6.2. Provisions Survive.  It is understood that the\ntermination of Kinder's employment with Company and the\nEmployment Agreement shall not relieve Kinder of any\ncontinuing obligations imposed upon Kinder hereunder,\nincluding, but not limited to, the obligations specified in\nthis Article 6 and Articles 4 and 5 above.\n\n7.    Miscellaneous:\n\n7.1. Governing Law.  The laws of the State of Texas will\ngovern the interpretation, validity and effect of this\nAgreement without regard to the place of execution or place\nof performance thereof.\n\n7.2. Amendment to Employment Agreement.  This Agreement is\nan amendment to the Employment Agreement.  This Agreement\nmay not be modified in any respect by any verbal statement,\nrepresentation or agreement made by any employee, officer or\nrepresentative of Company, or by any written document unless\nit is signed by an officer of Company.\n\n7.3. Notices.  For purposes of this Agreement, notices and\nall other communications shall be in writing and shall have\nbeen duly given when personally delivered or when mailed by\nUnited States certified or registered mail, addressed as\nfollows:\n\n     If to Company:\n\n          Enron Corp.\n          1400 Smith Street, Suite 5029\n          Houston, Texas  77002\n          Attention: Corporate Secretary\n\n     If to Kinder:\n\n          Richard D. Kinder\n          101 Westcott Apt. 1801\n          Houston, Texas\n\nor to any other address which either party may furnish to\nthe other in writing, except that notices of changes of\naddress shall be effective only upon receipt.\n\n7.4. No Waiver.  No failure by either party hereto at any\ntime to give notice of any breach by the other party of, or\nto require compliance with, any condition or provision of\nthis Agreement shall be deemed a waiver of similar or\ndissimilar provisions or conditions at the same or at any\nprior or subsequent time.\n\n7.5. Remedy for Breach of Contract.  The parties agree that\nin the event there is any breach or asserted breach of the\nterms, covenants or conditions of this Agreement, the remedy\nof the parties hereto shall be in both law and in equity,\nincluding but not limited to, injunctive relief for the\nenforcement of or relief from any provisions of this\nAgreement.\n\n7.6. Severability.  It is a desire and intent of the parties\nthat the terms, provisions, covenants and remedies contained\nin this Agreement 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 or circumstances shall, to any extent, be construed\nto be invalid or unenforceable in whole or in part, then\nsuch term, provision, covenant or remedy shall be construed\nin a manner so as to permit its enforceability under the\napplicable law to the fullest extent permitted by law.  In\nany case, the remaining provisions of this Agreement or the\napplication thereof to any person or circumstances other\nthan those to which they have been held invalid or\nunenforceable, shall remain in full force and effect.  It is\nfurther the desire and intent of the parties that in the\nevent of any breach of any portion of this Agreement, the\nremainder of this Agreement shall remain in effect as\nwritten and enforceable to the fullest extent permitted by\nlaw.\n\n7.7. Withholding of Taxes.  Company may withhold from any\nbenefits 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\n7.8. Headings.  The paragraph headings have been inserted\nfor purposes of convenience and shall not be used for\ninterpretive purposes.\n\n\n     IN WITNESS WHEREOF, the parties have executed this\nAgreement in duplicate originals effective as of the\nEffective Date stated above.\n\n\nENRON CORP.\n\n\nBy:  KENNETH L. LAY\nTitle:  Chairman &amp; CEO\n\n\n\nRICHARD D. KINDER\n\n\nRICHARD D. KINDER\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":[9539,9551],"class_list":["post-40718","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40718","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=40718"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40718"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40718"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40718"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}