David,

I think this point is moot for the time being because (as of last Tuesday) we 
are not dealing with Bidder D.

I think it is ok legally to go this way -- although there is potential 
liability under the WARN Act (the plant closing law).  We probably can 
schedule around that exposure, though, by giving everyone who possibly may be 
affected 60 days' notice. 

Practically, however, this would not be my favorite approach.  I'd prefer it 
if we could have the ability to compete for top performers, but we should be 
able to manage that by working through the persons who we identify and 
present for possible hiring by the buyer.  

I would like more information about what is meant by "ENA does not interfere 
with" the offers made by the buyer.  Does that mean no counteroffers? 

To answer the question of whether we can bind all of Enron, I would say that 
it is unlikely, unless we want to ask.  It is easier to commit only the 
wholesale group, rather than ask Corp., EES, Broadband, etc.  whether they 
will abide by the agreement, so I would recommend limiting it to that group, 
if possible.  We may be able to include the pipelines, given that they have 
been involved in this transaction.

Let me know if you have any questions.

Michelle






David Oxley
11/26/2000 06:50 PM
To: Michelle Cash/HOU/ECT@ECT, Fran L Mayes/HOU/ECT@ECT
cc:  
Subject: Triple Lutz Employee Matters

What's your view?
---------------------- Forwarded by David Oxley/HOU/ECT on 11/26/2000 06:43 
PM ---------------------------


Timothy J Detmering
11/15/2000 07:32 PM
To: David Oxley/HOU/ECT@ECT, Brian Redmond/HOU/ECT@ECT, Patrick 
Wade/HOU/ECT@ECT, Anne C Koehler/HOU/ECT@ECT
cc:  
Subject: Triple Lutz Employee Matters

With respect to bidder D we are being asked not to compete with them for 
those employees they would like to hire.  i.e. we have to sever them and 
bidder D gets to hire them if they want to (in which case the severed 
employees get no severance payment if they turn DFS down).  I would like to 
propose something like the following:

 1.  We provide Bidder D with a list of all Designated Employees, their 
position, historical compensation.
 2.  Bidder D covenants to make offers to ___% of certain pools of Designated 
Employees e.g. commercial, operations, engineering, trading, etc.
 3.  Bidder D covenants to make offers that will not allow Designated 
Employees to successfully claim constructive dismissal under our severance 
plan.
 4.  Between signing and closing, Bidder D provide us with a list of Offerees 
- Designated Employees to whom Bidder D intends to make offers of    
employment.
 5.  ENA covenants that we will not interfere with Bidder D's offers (can we 
bind all of Enron?).
 6.  If an Offeree turns down the offer (in writing) then ENA is free to 
continue to employee Offeree.  However, if we do not continue to employ the 
Offeree, no   severance is owed.
 
The intent of the above is to encourage Offerees to take the offers - they 
give up severance rights if they don't - but provide us the opportunity to 
continue to employee anyone who is bold enough to turn it down and that we 
want to keep.  Also it caps our severance obligation by requiring Bidder D to 
specify how many offers must be made.  Bidder D is certain to want more than 
this but I am uncomfortable saying we can't continue to employee any of the 
Offerees.

Please advise.