Exhibit 10.56
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement, entered into on this 27th day of
December, 1999, and made effective as of December 27, 1999,
by and between Enron Operations Corp., a Delaware
corporation ("Employer") having its headquarters at 0000
Xxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000 and Enron Corp., an
Oregon corporation having its headquarters at 0000 Xxxxx
Xxxxxx, Xxxxxxx, Xxxxx 00000, and Xxxxxxx X. Xxxxxx
("Employee"), an individual residing at 00 Xxxxxxxxx Xxxx
Xxxxxx, Xxxxxxx, Xxxxx 00000, is an amendment to that
certain Executive Employment Agreement between the Company
and Employee entered into the 15th day of October, 1996, and
made effective as of October 1, 1996 (the "Employment
Agreement").
WHEREAS, the parties desire to amend the Employment
Agreement to provide compensation and to make other
amendments to the Employment Agreement as provided herein;
NOW, THEREFORE, in consideration thereof and of the
mutual covenants contained herein, the parties agree as
follows:
3. Effective December 1, 1999, the Employment Agreement is
assigned by Enron Operations Corp. to, and assumed by Enron
Corp. Any reference to Employer in the Employment Agreement
shall mean Enron Corp. Employee consents to such assignment
and assumption, and releases Enron Operations Corp. from
every obligation under the Employment Agreement. Enron
Corp. assumes every obligation of Enron Operations Corp.
under the Employment Agreement.
4. Exhibit "A" to the Employment Agreement is hereby
deleted in its entirety and the attached Exhibit "A" is
inserted in its entirety.
5. Article 3, Section 3.5 of the Employment Agreement is
hereby deleted in its entirety and the following is inserted
in its place:
"3.5 Upon an Involuntary Termination of the
employment relationship by either Employer or
Employee prior to the expiration of the Term,
Employee shall be entitled, in consideration of
Employee's continuing obligations hereunder after
such termination (including, without limitation,
Employee's non-competition obligations), to
receive a payment of one (1) year's pay as
described herein. The payment shall be calculated
by taking the average of Employee's annual base
salary and performance bonus for the last two (2)
years of Employee's employment for a payment
equivalent to one (1) year's base and bonus. The
first fifty-percent (50%) of the payment shall be
paid equally on a monthly basis for the first six
(6) months following termination of the employment
relationship. The remaining fifty-percent (50%)
shall be paid at the end of the six (6) month
period provided Employee has met the non-
competition obligations of this Agreement. Upon
an Involuntary Termination after the Term expires,
Employee shall be entitled to receive Employee's
Monthly Base Salary for three (3) months after the
date of termination of the employment
relationship; provided, Employee has met the non-
competition obligations of this Agreement. The
payment shall be calculated based upon Employee's
Monthly Base Salary immediately preceding
termination of the employment relationship.
Employee shall not be under any duty or obligation
to seek or accept other employment following
Involuntary Termination and the amounts due
Employee hereunder shall not be reduced or
suspended if Employee accepts subsequent
employment. Employee's rights under this Section
3.5 are Employee's sole and exclusive rights
against Employer, Enron, or their affiliates, and
Employer's sole and exclusive liability to
Employee under this Agreement, in contract, tort,
or otherwise, for any Involuntary Termination of
the employment relationship. Employee covenants
not to xxx or lodge any claim, demand or cause of
action against Employer for any sums for Involun
tary Termination other than those sums specified
in this Section 3.5. If Employee breaches this
covenant, Employer shall be entitled to recover
from Employee all sums expended by Employer
(including costs and attorneys fees) in connection
with such suit, claim, demand or cause of action."
3. Article 6, Section 6.1 of the Employment
Agreement is hereby deleted in its entirety
and the following is inserted in its entirety:
"6.1 As part of the consideration for the
compensation and benefits to be paid to
Employee hereunder, in keeping with
Employee's duties as a fiduciary and in order
to protect Employer's interest in the
confidential information of Employer and the
business relationships developed by Employee
with the clients and potential clients of
Employer, and as an additional incentive for
Employer to enter into this Agreement,
Employer and Employee agree to the non-
competition provisions of this Article 6.
Employee agrees that during the period of
Employee's non-competition obligations
hereunder, Employee will not, directly or
indirectly for Employee or for others, in any
geographic area or market where Employer or
any of its affiliated companies are
conducting any business as of the date of
termination of the employment relationship or
during the previous twelve months conducted
any business:
(i) engage in any business competitive
with the business conducted by Employer;
(ii) render advice or services to, or
otherwise assist, any other person,
association, or entity who is engaged,
directly or indirectly, in any business
competitive with the business conducted by
Employer; or
(iii) induce any employee of
Employer or any of its affiliates to
terminate his or her employment with Employer
or its affiliates, or hire or assist in the
hiring of any such employee by person,
association, or entity not affiliated with
Enron.
These non-competition obligations shall
extend until (a) one year after termination
of the employment relationship upon a
Voluntary Termination during the Term of this
Agreement; (b) six (6) months after the date
of termination of the employment relationship
upon an Involuntary Termination; or (c) in
the event the Term of the Agreement has
expired, three (3) months after the date of
termination of the employment relationship,
whichever event is applicable."
This Amendment is a First Amendment to the Employment
Agreement, and the parties agree that all other terms,
conditions and stipulations contained in the Employment
Agreement, and any amendments thereto, shall remain in full
force and effect and without any change or modification,
except as provided herein.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
ENRON OPERATIONS CORP.
By: /s/ XXXXXX X. XXXXXXXX
Name: Xxxxxx X. Xxxxxxxx
Title: Deputy Corporate
Secretary
This 11th day of January, 2000
ENRON CORP.
By: /s/ XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: Vice Chairman
This 27th day of December, 1999
XXXXXXX X. XXXXXX
/s/ XXXXXXX X. XXXXXX
This 27th day of December, 1999
