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EXHIBIT 10.64
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement"), including the attached
Exhibit "A," is entered into between Enron Oil & Gas Company., a Delaware
corporation, having offices at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000
("Employer"), and Xxxx X. Xxxx, an individual currently residing at 3731
Panorama, Xxxxxxxx Xxxx, Xxxxx 00000 ("Employee"), to be effective as of
November 1, 1997 (the "Effective Date").
WITNESSETH:
WHEREAS, Employer is desirous of employing Employee pursuant to the
terms and conditions and for the consideration set forth in this Agreement, and
Employee is desirous of entering the employ of Employer pursuant to such terms
and conditions and for such consideration.
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants, and obligations contained herein, Employer and Employee agree as
follows:
ARTICLE 1: EMPLOYMENT AND DUTIES:
1.1 Employer agrees to employ Employee, and Employee agrees to be
employed by Employer, beginning as of the Effective Date and continuing until
the date set forth on Exhibit "A" (the "Term"), subject to the terms and
conditions of this Agreement.
1.2 Employee initially shall be employed in the position set forth
on Exhibit A, provided however, if at the earlier of four years from the
Effective Date of this Agreement or Xxxxxxx X. Xxxxxxx vacating the position of
Chief Executive Officer of the Employer, Employee is not promoted into the
position of Chief Executive Officer, then for a period of six (6) months
following notification to Employee of such decision, Employee shall have the
option to resign and said resignation shall be treated as described in Article
3, Section 3.10. Employee agrees to serve in the assigned position and to
perform diligently and to the best of Employee's abilities the duties and
services appertaining to such position as determined by Employer, as well as
such additional or different duties and services appropriate to such position
which Employee from time to time may be reasonably directed to perform by
Employer. Employee shall at all times comply with and be subject to such
policies and procedures as Employer may establish from time to time.
1.3 Employee shall, during the period of Employee's employment by
Employer, devote Employee's full business time, energy, and best efforts to the
business and affairs of Employer. Employee may not engage, directly or
indirectly, in any other business, investment, or activity that interferes with
Employee's performance of Employee's duties hereunder, is contrary to the
interests of Employer or Enron, or requires any significant portion of
Employee's business time.
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1.4 In connection with Employee's employment by Employer, Employer
shall endeavor to provide Employee access to such confidential information
pertaining to the business and services of Employer as is appropriate for
Employee's employment responsibilities. Employer also shall endeavor to
provide to Employee the opportunity to develop business relationships with
those of Employer's clients and potential clients that are appropriate for
Employee's employment responsibilities.
1.5 Employee acknowledges and agrees that, at all times during the
employment relationship Employee owes fiduciary duties to Employer, including
but not limited to the fiduciary duties of the highest loyalty, fidelity and
allegiance to act at all times in the best interests of the Employer, to make
full disclosure to Employer of all information that pertains to Employer's
business and interests, to do no act which would injure Employer's business,
its interests, or its reputation, and to refrain from using for Employee's own
benefit or for the benefit of others any information or opportunities
pertaining to Employer's business or interests that are entrusted to Employee
or that he learned while employed by Employer. Employee acknowledges and
agrees that upon termination of the employment relationship, Employee shall
continue to refrain from using for his own benefit or the benefit of others any
information or opportunities pertaining to Employer's business or interests
that were entrusted to Employee during the employment relationship or that he
learned while employed by Employer. Employee agrees that while employed by
Employer and thereafter he shall not knowingly take any action which interferes
with the internal relationships between Employer and its employees or
representatives or interferes with the external relationships between Employer
and third parties.
1.6 It is agreed that any direct or indirect interest in,
connection with, or benefit from any outside activities, particularly
commercial activities, which interest might in any way adversely affect
Employer or any of its affiliates, involves a possible conflict of interest.
In keeping with Employee's fiduciary duties to Employer, Employee agrees that
during the employment relationship Employee shall not knowingly become involved
in a conflict of interest with Employer or its affiliates, or upon discovery
thereof, allow such a conflict to continue. Moreover, Employee agrees that
Employee shall disclose to Employer's Chairman any facts which might involve
such a conflict of interest that has not been approved by Employer's Chairman.
Employer and Employee recognize that it is impossible to provide an exhaustive
list of actions or interests which constitute a "conflict of interest."
Moreover, Employer and Employee recognize there are many borderline situations.
In some instances, full disclosure of facts by the Employee to Employer's
Chairman may be all that is necessary to enable Employer or its affiliates to
protect its interests. In others, if no improper motivation appears to exist
and the interests of Employer or its affiliates have not suffered, prompt
elimination of the outside interest will suffice. In still others, it may be
necessary for Employer to terminate the employment relationship. Employer and
Employee agree that Employer's determination as to whether a conflict of
interest exists shall be conclusive. Employer reserves the right to take such
action as, in its judgment, will end the conflict.
ARTICLE 2: COMPENSATION AND BENEFITS:
2.1 Employee's monthly base salary during the Term shall be not
less than the amount set forth under the heading "Monthly Base Salary" on
Exhibit A, subject to increase at the sole discretion of the Employer, which
shall be paid in semimonthly installments in accordance with
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Employer's standard payroll practice. Any calculation to be made under this
Agreement with respect to Employee's Monthly Base Salary shall be made using
the then current Monthly Base Salary in effect at the time of the event for
which such calculation is made.
2.2 While employed by Employer (both during the Term and
thereafter), Employee shall be allowed to participate, on the same basis
generally as other employees of Employer, in all general employee benefit plans
and programs, including improvements or modifications of the same, which on the
effective date or thereafter are made available by Employer to all or
substantially all of Employer's employees. Such benefits, plans, and programs
may include, without limitation, medical, health, and dental care, life
insurance, disability protection, and pension plans. Nothing in this Agreement
is to be construed or interpreted to provide greater rights, participation,
coverage, or benefits under such benefit plans or programs than provided to
similarly situated employees pursuant to the terms and conditions of such
benefit plans and programs.
2.3 Employer shall not by reason of this Article 2 be obligated to
institute, maintain, or refrain from changing, amending, or discontinuing, any
such incentive compensation or employee benefit program or plan, so long as
such actions are similarly applicable to covered employees generally.
Moreover, unless specifically provided for in a written plan document adopted
by the Board of Directors of either Employer or Enron, none of the benefits or
arrangements described in this Article 2 shall be secured or funded in any way,
and each shall instead constitute an unfunded and unsecured promise to pay
money in the future exclusively from the general assets of Employer.
2.4 Employer may withhold from any compensation, benefits, or
amounts payable under this Agreement all federal, state, city, or other taxes
as may be required pursuant to any law or governmental regulation or ruling.
ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH
TERMINATION:
3.1 Notwithstanding any other provisions of this Agreement,
Employer shall have the right to terminate Employee's employment under this
Agreement at any time prior to the expiration of the Term for any of the
following reasons:
(i) For "cause" upon the good faith determination by the
Employer's management committee (or, if there is no management
committee, the highest applicable level of management) of
Employer that "cause" exists for the termination of the
employment relationship. As used in this Section 3.1(i), the
term "cause" shall mean [a] Employee's gross negligence or
willful misconduct in the performance of the duties and
services required of Employee pursuant to this Agreement; or
[b] Employee's final conviction of a felony or of a
misdemeanor involving moral turpitude; [c] Employee's
involvement in a conflict of interest as referenced in
Sections 1.5-1.6 for which Employer makes a determination to
terminate the employment of Employee; or [d] Employee's
material breach of any material
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provision of this Agreement which remains uncorrected for
thirty (30) days following written notice to Employee by
Employer of such breach. It is expressly acknowledged and
agreed that the decision as to whether "cause" exists for
termination of the employment relationship by Employer is
delegated to the management committee (or, if there is no
management committee, the highest applicable level of
management) of Employer for determination. If Employee
disagrees with the decision reached by Employer, the dispute
will be limited to whether the management committee (or, if
there is no management committee, the highest applicable level
of management) of Employer reached its decision in good faith;
(ii) for any other reason whatsoever, with or without cause, in the
sole discretion of the management committee (or, if there is
no management committee, the highest applicable level of
management) of Employer;
(iii) upon Employee's death; or
(iv) upon Employee's becoming disabled so as to entitle Employee to
benefits under Enron's long-term disability plan or, if
Employee is not eligible to participate in such plan, then
Employee is permanently and totally unable to perform
Employee's duties for Employer as a result of any medically
determinable physical or mental impairment as supported by a
written medical opinion to the foregoing effect by a physician
selected by Employer.
The termination of Employee's employment by Employer prior to the expiration of
the Term shall constitute a "Termination for Cause" if made pursuant to Section
3.1(i); the effect of such termination is specified in Section 3.4. The
termination of Employee's employment by Employer prior to the expiration of the
Term shall constitute an "Involuntary Termination" if made pursuant to Section
3.1(ii); the effect of such termination is specified in Section 3.5. The
effect of the employment relationship being terminated pursuant to Section
3.1(iii) as a result of Employee's death is specified in Section 3.6. The
effect of the employment relationship being terminated pursuant to Section
3.1(iv) as a result of the Employee becoming incapacitated is specified in
Section 3.7.
3.2 Notwithstanding any other provisions of this Agreement except
Section 7.5, Employee shall have the right to terminate the employment
relationship under this Agreement at any time prior to the expiration of the
Term of employment for any of the following reasons:
(i) a material breach by Employer of any material provision of
this Agreement which remains uncorrected for 30 days following
written notice of such breach by Employee to Employer; or
(ii) for any other reason whatsoever, in the sole discretion of
Employee.
The termination of Employee's employment by Employee prior to the expiration of
the Term shall constitute an "Involuntary Termination" if made pursuant to
Section 3.2(i); the effect of such
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termination is specified in Section 3.5. The termination of Employee's
employment by Employee prior to the expiration of the Term shall constitute a
"Voluntary Termination" if made pursuant to Section 3.2(ii); the effect of such
termination is specified in Section 3.3.
3.3 Upon a "Voluntary Termination" of the employment relationship
by Employee prior to expiration of the Term, all future compensation to which
Employee is entitled and all future benefits for which Employee is eligible
shall cease and terminate as of the date of termination. Employee shall be
entitled to pro rata salary through the date of such termination, but Employee
shall not be entitled to any individual bonuses or individual incentive
compensation not yet paid at the date of such termination.
3.4 If Employee's employment hereunder shall be terminated by
Employer for Cause prior to expiration of the Term, all future compensation to
which Employee is entitled and all future benefits for which Employee is
eligible shall cease and terminate as of the date of termination. Employee
shall be entitled to pro rata salary through the date of such termination, but
Employee shall not be entitled to any individual bonuses or individual
incentive compensation not yet paid at the date of such termination.
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 the then current Monthly Base Salary
as if Employee's employment (which shall cease on the date of such Involuntary
Termination) had continued for the full Term of this Agreement. 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 Involuntary 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.
3.6 Upon termination of the employment relationship as a result of
Employee's death, Employee's heirs, administrators, or legatees shall be
entitled to Employee's pro rata salary through the date of such termination,
but Employee's heirs, administrators, or legatees shall not be entitled to any
individual bonuses or individual incentive compensation not yet paid to
Employee at the date of such termination.
3.7 Upon termination of the employment relationship as a result of
Employee's incapacity, Employee shall be entitled to his or her pro rata salary
through the date of such termination, but Employee shall not be entitled to any
individual bonuses or individual incentive compensation not yet paid to
Employee at the date of such termination.
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3.8 In all cases, the compensation and benefits payable to
Employee under this Agreement upon termination of the employment relationship
shall be offset against any amounts to which Employee may otherwise be entitled
under any and all severance plans, and policies of Employer, Enron, or its
affiliates.
3.9 Termination of the employment relationship does not terminate
those obligations imposed by this Agreement which are continuing obligations,
including, without limitation, Employee's obligations under Articles 5 and 6.
3.10 In the event of Employee's termination as a result of
Employer's failure to promote Employee into the position of Chief Executive
Officer upon the earlier of four years from the Effective Date of this
Agreement or the departure of Xxxxxxx X. Xxxxxxx from the position of Chief
Executive Officer of Employer, for a period of six (6) months following
notification to Employee of such decision, Employee shall have the option to
resign and receive the following:
a) one year's annual base salary;
b) immediate vesting of all unvested options and
treatment as involuntary termination;
c) immediate vesting and release of all unvested
restricted stock;
d) treatment under the 1985 Enron Corp. Deferral Plan as
an Involuntary termination; and
e) the non-competition obligations described at Section
6.1 (i) and (ii) shall be waived by Employer and
Employee agrees that the non-competition obligations
described at Section 6.1(iii) shall extend for a
period of two years after the date of termination.
ARTICLE 4: CONTINUATION OF EMPLOYMENT BEYOND TERM; TERMINATION AND
EFFECTS OF TERMINATION:
4.1 Should Employee remain employed by Employer beyond the
expiration of the Term specified on Exhibit "A," such employment shall convert
to a month-to-month relationship terminable at any time by either Employer or
Employee for any reason whatsoever, with or without cause. Upon such
termination of the employment relationship by either Employer or Employee for
any reason whatsoever, all future compensation to which Employee is entitled
and all future benefits for which Employee is eligible shall cease and
terminate. Employee shall be entitled to pro rata salary through the date of
such termination, but Employee shall not be entitled to any individual bonuses
or individual incentive compensation not yet paid at the date of such
termination.
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ARTICLE 5: OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS:
5.1 All information, ideas, concepts, improvements, discoveries,
and inventions, whether patentable or not, which are conceived, made, developed
or acquired by Employee, individually or in conjunction with others, during
Employee's employment by Employer (whether during business hours or otherwise
and whether on Employer's premises or otherwise) which relate to Employer's
business, products or services (including, without limitation, all such
information relating to corporate opportunities, research, financial and sales
data, pricing and trading terms, evaluations, opinions, interpretations,
acquisition prospects, the identity of customers or their requirements, the
identity of key contacts within the customer's organizations or within the
organization of acquisition prospects, or marketing and merchandising
techniques, prospective names, and marks) shall be disclosed to Employer and
are and shall be the sole and exclusive property of Employer. Moreover, all
drawings, memoranda, notes, records, files, correspondence, drawings, manuals,
models, specifications, computer programs, maps and all other writings or
materials of any type embodying any of such information, ideas, concepts,
improvements, discoveries, and inventions are and shall be the sole and
exclusive property of Employer.
5.2 Employee acknowledges that the business of Employer, Enron,
and their affiliates is highly competitive and that their strategies, methods,
books, records, and documents, their technical information concerning their
products, equipment, services, and processes, procurement procedures and
pricing techniques, the names of and other information (such as credit and
financial data) concerning their customers and business affiliates, all
comprise confidential business information and trade secrets which are
valuable, special, and unique assets which Employer, Enron, or their affiliates
use in their business to obtain a competitive advantage over their competitors.
Employee further acknowledges that protection of such confidential business
information and trade secrets against unauthorized disclosure and use is of
critical importance to Employer, Enron, and their affiliates in maintaining
their competitive position. Employee hereby agrees that Employee will not, at
any time during or after his or her employment by Employer, make any
unauthorized disclosure of any confidential business information or trade
secrets of Employer, Enron, or their affiliates, or make any use thereof,
except in the carrying out of his or her employment responsibilities hereunder.
Enron and its affiliates shall be third party beneficiaries of Employee's
obligations under this Section. As a result of Employee's employment by
Employer, Employee may also from time to time have access to, or knowledge of,
confidential business information or trade secrets of third parties, such as
customers, suppliers, partners, joint venturers, and the like, of Employer,
Enron, and their affiliates. Employee also agrees to preserve and protect the
confidentiality of such third party confidential information and trade secrets
to the same extent, and on the same basis, as Employer's confidential business
information and trade secrets. Employee acknowledges that money damages would
not be sufficient remedy for any breach of this Article 5 by Employee, and
Employer shall be entitled to enforce the provisions of this Article 5 by
terminating any payments then owing to Employee under this Agreement and/or to
specific performance and injunctive relief as remedies for such breach or any
threatened breach. Such remedies shall not be deemed the exclusive remedies
for a breach of this Article 5, but shall be in addition to all remedies
available at law or in equity to
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Employer, including the recovery of damages from Employee and his or her agents
involved in such breach.
5.3 All written materials, records, and other documents made by,
or coming into the possession of, Employee during the period of Employee's
employment by Employer which contain or disclose confidential business
information or trade secrets of Employer, Enron, or their affiliates shall be
and remain the property of Employer, Enron, or their affiliates, as the case
may be. Upon termination of Employee's employment by Employer, for any reason,
Employee promptly shall deliver the same, and all copies thereof, to Employer.
5.4 If, during Employee's employment by Employer, Employee creates
any original work of authorship fixed in any tangible medium of expression
which is the subject matter of copyright (such as videotapes, written
presentations on acquisitions, computer programs, drawings, maps, architectural
renditions, models, manuals, brochures, or the like) relating to Employer's
business, products, or services, whether such work is created solely by
Employee or jointly with others (whether during business hours or otherwise and
whether on Employer's premises or otherwise), Employee shall disclose such work
to Employer. Employer shall be deemed the author of such work if the work is
prepared by Employee in the scope of his or her employment; or, if the work is
not prepared by Employee within the scope of his or her employment but is
specially ordered by Employer as a contribution to a collective work, as a part
of a motion picture or other audiovisual work, as a translation, as a
supplementary work, as a compilation, or as an instructional text, then the
work shall be considered to be work made for hire and Employer shall be the
author of the work. If such work is neither prepared by the Employee within
the scope of his or her employment nor a work specially ordered and is deemed
to be a work made for hire, then Employee hereby agrees to assign, and by these
presents does assign, to Employer all of Employee's worldwide right, title, and
interest in and to such work and all rights of copyright therein.
5.5 Both during the period of Employee's employment by Employer
and thereafter, Employee shall assist Employer and its nominee, at any time, in
the protection of Employer's worldwide right, title, and interest in and to
information, ideas, concepts, improvements, discoveries, and inventions, and
its copyrighted works, including without limitation, the execution of all
formal assignment documents requested by Employer or its nominee and the
execution of all lawful oaths and applications for applications for patents and
registration of copyright in the United States and foreign countries.
ARTICLE 6: POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS:
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 interests 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
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for others, in any geographic area or market where Employer or Enron or any of
their affiliated companies are conducting any business as of the date of
termination of the employment relationship or have 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;
(iii) induce any employee of Employer or Enron or any of their
affiliates to terminate his or her employment with Employer, Enron, or their
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 the earlier of (a)
expiration of the Term, or (b) one year after the termination of the employment
relationship unless the termination is a Voluntary Termination as defined at
Section 3.2 (ii). In the event of a Voluntary Termination, these
non-competition obligations shall extend for a period of one (1) year after
Employee's Voluntary Termination.
6.2 Employee understands that the foregoing restrictions may limit
his or her ability to engage in certain businesses anywhere in the world during
the period provided for above, but acknowledges that Employee will receive
sufficiently high remuneration and other benefits (e.g., the right to receive
compensation under Section 3.5 for the remainder of the Term upon Involuntary
Termination) under this Agreement to justify such restriction. Employee
acknowledges that money damages would not be sufficient remedy for any breach
of this Article 6 by Employee, and Employer shall be entitled to enforce the
provisions of this Article 6 by terminating any payments then owing to Employee
under this Agreement and/or to specific performance and injunctive relief as
remedies for such breach or any threatened breach. Such remedies shall not be
deemed the exclusive remedies for a breach of this Article 6, but shall be in
addition to all remedies available at law or in equity to Employer, including,
without limitation, the recovery of damages from Employee and his or her agents
involved in such breach.
6.3 It is expressly understood and agreed that Employer and
Employee consider the restrictions contained in this Article 6 to be reasonable
and necessary to protect the proprietary information of Employer.
Nevertheless, if any of the aforesaid restrictions are found by a court having
jurisdiction to be unreasonable, or overly broad as to geographic area or time,
or otherwise unenforceable, the parties intend for the restrictions therein set
forth to be modified by such courts so as to be reasonable and enforceable and,
as so modified by the court, to be fully enforced.
ARTICLE 7: MISCELLANEOUS:
7.1 For purposes of this Agreement the terms "affiliates" or
"affiliated" means an entity who directly, or indirectly through one or more
intermediaries, controls, is controlled by,
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or is under common control with Enron or Employer. In the event Employer has
not adopted a Change of Control Severance Plan, and if during the Term of this
Agreement Enron Corp. elects to sell its interest in Employer such that
Employer ceases to be an affiliate of Enron Corp., Employee shall be entitled
to benefits identical to those described in the Enron Corp. Change of Control
Severance Plan.
7.2 For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to Employer, to:
Enron Oil & Gas Company
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Corporate Secretary
If to Employee, to the address shown on the first page hereof.
Either Employer or Employee may furnish a change of address to the other in
writing in accordance herewith, except that notices of changes of address shall
be effective only upon receipt.
7.3 This Agreement shall be governed in all respects by the laws
of the State of Texas, excluding any conflict-of-law rule or principle that
might refer the construction of the Agreement to the laws of another State or
country.
7.4 No failure by either party hereto at any time to give notice
of any breach by the other party of, or to require compliance with, any
condition or provision of this Agreement shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.
7.5 If a dispute arises out of or related to this Agreement, other
than a dispute regarding Employee's obligations under Sections 5.2, Article 5,
or Section 6.1, and if the dispute cannot be settled through direct
discussions, then Employer and Employee agree to first endeavor to settle the
dispute in an amicable manner by mediation, before having recourse to any other
proceeding or forum. Thereafter, if either party to this Agreement brings
legal action to enforce the terms of this Agreement, the party who prevails in
such legal action, whether plaintiff or defendant, in addition to the remedy or
relief obtained in such legal action shall be entitled to recover its, his, or
her expenses incurred in connection with such legal action, including, without
limitation, costs of Court and attorneys fees.
7.6 It is a desire and intent of the parties that the terms,
provisions, covenants, and remedies contained in this Agreement shall be
enforceable to the fullest extent permitted by law. If any such term,
provision, covenant, or remedy of this Agreement or the application thereof to
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any person, association, or entity or circumstances shall, to any extent, be
construed to be invalid or unenforceable in whole or in part, then such term,
provision, covenant, or remedy shall be construed in a manner so as to permit
its enforceability under the applicable law to the fullest extent permitted by
law. In any case, the remaining provisions of this Agreement or the
application thereof to any person, association, or entity or circumstances
other than those to which they have been held invalid or unenforceable, shall
remain in full force and effect.
7.7 This Agreement shall be binding upon and inure to the benefit
of Employer and any other person, association, or entity which may hereafter
acquire or succeed to all or substantially all of the business or assets of
Employer by any means whether direct or indirect, by purchase, merger,
consolidation, or otherwise. Employee's rights and obligations under Agreement
hereof are personal and such rights, benefits, and obligations of Employee
shall not be voluntarily or involuntarily assigned, alienated, or transferred,
whether by operation of law or otherwise, without the prior written consent of
Employer.
7.8 There exist other agreements between Employer and Employee
relating to the employment relationship between them, e.g., the agreement with
respect to company policies contained in Employer's Conduct of Business Affairs
booklet and agreements with respect to benefit plans. This Agreement replaces
and merges previous agreements and discussions pertaining to the following
subject matters covered herein: the nature of Employee's employment
relationship with Employer and the term and termination of such relationship.
This Agreement constitutes the entire agreement of the parties with regard to
such subject matters, and contains all of the covenants, promises,
representations, warranties, and agreements between the parties with respect
such subject matters. Each party to this Agreement acknowledges that no
representation, inducement, promise, or agreement, oral or written, has been
made by either party with respect to such subject matters, which is not
embodied herein, and that no agreement, statement, or promise relating to the
employment of Employee by Employer that is not contained in this Agreement
shall be valid or binding. Any modification of this Agreement will be
effective only if it is in writing and signed by each party whose rights
hereunder are affected thereby, provided that any such modification must be
authorized or approved by the Board of Directors of Employer.
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IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement in multiple originals to be effective on the date first stated above.
ENRON OIL & GAS COMPANY
By: /s/ Xxxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxxx Xxxxxxx
Title: VP Human Resources & Admin.
----------------------------
This 14th day of January, 1998
XXXX X. XXXX
/s/ Xxxx X. Xxxx
------------------------------------
This 14th day of January, 1998
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EXHIBIT "A" TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN ENRON OIL & GAS COMPANY AND XXXX X. XXXX
Employee Name: Xxxx X. Xxxx
Term: November 1, 1997 through October 31, 2001
Position: President and Chief Operating Officer
Location: Houston, Texas
Reporting Relationship: Reports to Xxxxxxx X. Xxxxxxx, Chairman and
Chief Executive Officer
Monthly Base Salary: Thirty Three Thousand Three Hundred Thirty
Three and 33/100 Dollars ($33,333.33) per
month
Bonus: Employee shall be eligible to participate in
the Enron Oil & Gas Company Annual Incentive
Plan ("Plan"). All bonuses shall be paid in
accordance with the terms and provisions of
the Plan, and may be paid in a combination
of cash, stock options, and/or phantom stock
units, as determined by the Compensation
Committee of Employer's Board of Directors.
ENRON OIL & GAS COMPANY
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: VP Human Resources & Admin.
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This 14th day of January, 1998
XXXX X. XXXX
/s/ Xxxx X. Xxxx
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This 14th day of January, 1998
