Can you help me with 1 and 2?  What have you done in the past on these points?

 -----Original Message-----
From: 	Walton, Sheila  
Sent:	Tuesday, October 23, 2001 5:26 PM
To:	Sullivan, Kriste
Subject:	FW: Non-Compete Language

Kriste, know you are swamped but any feedback for me on #1 and #2?  Thanks.
Sheila Walton
 -----Original Message-----
From: 	Walton, Sheila  
Sent:	Friday, October 19, 2001 12:30 PM
To:	Sullivan, Kriste
Subject:	FW: Non-Compete Language

Kriste, can you help me answer #1 and #2?  Thanks.

Sheila Walton

 -----Original Message-----
From: 	Mckean, George  
Sent:	Wednesday, October 17, 2001 6:06 PM
To:	Walton, Sheila
Subject:	RE: Non-Compete Language


Sheila,

Several follow up comments/questions:

1) On the carve-out for investment banking, the restriction on similar transactions is very broad, particularly given the general applicability of the deals we work on - raising capital in the 144A, public or debt markets, corporate revolvers, leasing, monetizations, etc..  I would agree that I should not be able to work on a deal that I was working on as a direct competitor (say ENE was executing a pre-pay with a client - I would not be able to go to an investment bank and compete for the same deal), but to put in a restriction on general corporate finance type activity seems overly broad.  Can you confirm that the concept is that not to compete on deals I have been working on.

2) I would like to discuss the assignment language further.  I do not have an issue with assignment to an affiliate, my issue is with the ability to assign to any other entity.  Based on how the contract is drafted, ENE could assign the contract to anyone, including in the extreme say 7-Eleven.  Not that I would expect this to happen and I understand that I would be getting paid during the time period, however, the work that I could be doing or firm working for, could make me unemployable beyond the contract period.  I am signing this contract and agreeing to stay with ENE or an affiliate, not any other entity.  What is the definition of affiliate (is this the same as used in the typical ENE docs, which ties to control) ?

3) On vesting.  My view is that I am signing a 2 year contract and the compensation should vest during that period (i.e. 1/3 now, 1/3 after 1 year and 1/3 at the end of the 2nd year, or 50% after yr. 1 and 50% after yr. 2) I would like to discuss your thoughts on this issue.

Thanks,

George

 -----Original Message-----
From: 	Walton, Sheila  
Sent:	Monday, October 15, 2001 11:56 AM
To:	Mckean, George
Subject:	RE: Non-Compete Language

George, talked with Legal and the determination is as follows: 

	Employee would be able to work for other companies but would not be able to work on similar transactions for the non-compete period.  

Please let me know if you have additional questions.  

Sheila 


 -----Original Message-----
From: 	Mckean, George  
Sent:	Thursday, October 11, 2001 7:27 PM
To:	Walton, Sheila
Subject:	RE: 


as a clarification:

- based on the language below, if I took a position as an investment banker for a firm such as Barclays, CSFB, a hedge fund, a consulting firm or venture capital firm (i.e. not a company such as El Paso), I would not be prohibited from working on deals (even deals that are similar to those I worked on for Enron) for companies involved in the busineses outlined in section 3.4 a thru d. ?

the distinction is important because the types of firms listed above are involved in many of the activities involved in section 3.4 a thru d, with clients that are involved in these activities.

Thanks,

George

 



 -----Original Message-----
From: 	Walton, Sheila  
Sent:	Thursday, October 11, 2001 6:06 PM
To:	Mckean, George
Subject:	



"Employee understands that the foregoing restrictions may limit Employee's ability to engage in certain businesses in the geographic region and during the period provided for above, but acknowledges that these restrictions are necessary to protect the Confidential Information Enron has provided to Employee.  Nothing in this Article 3 shall be construed to prohibit Employee from serving as an investment banker during the term of the restrictive covenants described herein; provided, however, that Employee will not accept a position as an investment banker with a competitor as described in this Article 3 and will not use investment banking as a subterfuge to circumvent the requirements of this Article 3."