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Exhibit 10.9(c)
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Agreement, entered into on this 8th of September, 1998, and
made effective as of September 1, 1998, by and between ENRON CORP. ("Enron"
or "Parent") and ENRON OIL & GAS COMPANY ("Company"), and XXXXXXX X. XXXXXXX
("Employee") is an amendment to that certain Employment Agreement made and
entered into among the parties the 28th day of August, 1987 and made effective
as of September 1, 1987 (the "Employment Agreement"), as amended to date.
WHEREAS, the parties desire to amend the Employment Agreement as
provided herein;
NOW, THEREFORE, in consideration of Employee's continued engagement
with Company, and of the covenants contained herein, and for other good and
valuable consideration, the parties agree as follows:
1. Article 1: EMPLOYMENT AND DUTIES, Section 1.1 is amended to
read as follows:
"Employee agrees to serve as Chairman of the Board of the
Company, and to perform diligently and to the best of
Employee's abilities, the duties and services appertaining
to such position as reasonably directed by the Company.
Employee shall have the general powers and duties of
management and supervision customarily vested in the office
of Chairman in the same or similar businesses or enterprises
as that engaged in by Company."
2. Article 2: TERM OF EMPLOYMENT is amended to read as follows:
"Unless sooner terminated pursuant to other provisions
hereof, Employee's period of employment under this Agreement
shall extend from the effective date of this Agreement
through September 1, 1999 (the "initial Term").
3. Paragraph 2 of the Fourth Amendment to the Employment
Agreement is hereby deleted and the following inserted in
its place:
"Before December 31, 1994, the Company shall cause Employee
to receive a grant of an option under the Enron Oil & Gas
Company 1992 Stock Plan (the "Plan") to purchase one million
eight hundred twenty thousand (1,820,000) shares of common
stock of the Company (the "Shares") at a price equal to the
Fair Market Value (as defined in the Plan) of such shares on
the date of grant; provided however, said grant shall be
contingent upon and subject to the Company's shareholders
approving
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before May 15, 1995 an amendment to the Plan that increases
the number of shares available for granting Awards under the
Plan by a number not less than said number of Shares. If for
any reason after the grant is made such shareholder approval
is not obtained before May 15, 1995, this Agreement shall be
rescinded and the grant made hereunder shall become null and
void as thought it never existed. The grant is further
amended hereby and Employee, Employee's estate or the person
who acquires the Option by bequest or inheritance by reason
of death of Employee, may exercise the Option at any time
during the period of thirty six months following the date of
Employee's death, Disability, Retirement or Involuntary
Termination up to the number of vested shares of Stock
Employee was entitled to under the Option; provided however,
the Option shall not be exercisable in any event after the
expiration of seven years from the date of grant.
This Amendment is a Fifth 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.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
ENRON CORP.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President & Secretary
This 18th day of December, 1998
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ENRON OIL & GAS COMPANY
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: V.P. Human Resources & Administration
This 18th day of December, 1998
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XXXXXXX X. XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx
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This 18th day of December, 1998
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