I haven't specifically referenced NuTech in my questions to them.  I also probably need to ask the comp committee about these "tolerable" conflicts of interest, particularly in light of recent press coverage of Enron.  We'll discuss that this afternoon, Nancy, but I am not feeling like we should agree to any of those types of provisions.  Yikes!  

 -----Original Message-----
From: 	Bushman, Teresa G.  
Sent:	Monday, October 22, 2001 10:41 AM
To:	Corbet, Nancy; Cash, Michelle
Subject:	RE: Board compensation approval NuTech

The following is the email I sent Aaron last week.  I called him this morning to confirm if this was accurate.  He's meeting later today with Mary Joyce and said he'll get back to me.  I did not inquire specifically about NuTech--I assume Michelle is doing that.

Teresa





Aaron:

Based on our conversations, it is my understanding that the compensation committee has asked to review compensation plans for our affiliates if we own approximately 50% or more of the company.  The determination of exactly which plans must go to the committee will be made by Mary Joyce upon receipt of a bullet point presentation of the key terms of the plan.  The committee would likely review any compensation plan pursuant to which (i) employees receive equity interests without making capital contributions in cash or other property with reasonably equivalent value to the equity interests, (ii) employees receive equity interests prior to Enron recovering its investment, or (iii) employees are to be offered employment agreements with terms that are not within "Enron norms."  In addition, all significant terms of the compensation plan are to be disclosed in the DASH.

Do I understand this all corrrectly?  Is there anything I have omitted?

If the committee meets only quarterly, timing could certainly be an issue in some transactions.  If that is the case, can special meetings be called?

 
Teresa



 -----Original Message-----
From: 	Corbet, Nancy  
Sent:	Monday, October 22, 2001 10:36 AM
To:	Cash, Michelle
Cc:	Bushman, Teresa G.
Subject:	Board compensation approval NuTech

Last week Teresa was waiting to hear back from Aaron (sp) regarding the threshold and process for approval. Michelle, Tom Kalb and I have a meeting this aft with Nutech and we all , including John Thompson per his meeting request last week, need to know the steps if any that we need to take on Nutech and similar matters.Michelle/Teresa, appreciate your advice on how best to track this down. Nancy