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Michelle Enron North America Corp.
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Twanda, would you please schedule a meeting with me, Hector, Sheila W., and Brian Schaffer re: follow up to the Bashen information?
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I would like to have this group discuss how to close the loop with Sally's employees and implement any recommendations for follow-up.
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I think the meeting with last approximately 1 1/2 hours.
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Thanks.
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Michelle
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Please print this and save it to my document list.
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Thanks.
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Michelle
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I agree with your assessment.
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Thanks.
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michelle
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sounds fine to me.
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Michelle
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those look good.
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Has Sheng already signed?
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Let me know.
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Also, we need an answer on Paskoff; his lawyer called again.
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Thanks.
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MHC Enron North America Corp.
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I suggest contacting Peggy Banzak for a contact in Mexico.
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Michelle
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Dave, why don't you send it to Steve for review.
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The consultant doing the training will be working from this.
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When do we want to set up the training?
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Our lawyers are ready to go.
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Thanks.
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Michelle
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Anne, I have reviewed the P&S Agreement for Triple Lutz.
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From my perspective, it generally looks fine.
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I have a few comments, and invite Pat Mackin to add any he may have, in particular based on his review of Section 4.14.
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In Section 4.7(c)(iv), there is a reference to any contract obligations.
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I believe this would include employment contracts, which do not appear to be identified specifically on any schedule unless the annual amount exceeds $250K.
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We may want to clarify that the disclosures are consistent with the provisions of Section 4.13(iii).
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Section 4.8 provides that we will not enter into any employee benefits not required by law.
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However, given that closing is pushed out so far in the future, we may want the flexibility to provide incentive bonuses for key personnel to stay with the company through closing.
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This may be done with the Buyer's consent, but we may be tying our hands.
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Section 6.2(e) contains a similar restriction on making payments to officers/directors.
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In addition, Section 4.8 states that we won't enter into or amend any employment contracts.
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We do not renew employment contracts at a single time, and the contracts of key personnel may expire.
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Do we want to tie our hands and be prohibited from amending/extending the agreements?
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Section 6.2(l) also prohibits the modification/amendment of contracts with employees.
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In Section 4.10, the wording "(other than Environmental Laws)" suggests that we are not in compliance with environmental laws.
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Rephrasing that sentence to refer to the provision of the Agreement may be preferable.
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In Section 4.11(d), we promise that we haven't provided any gift of any kind to customers.
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I don't think we can say that, given that we regularly host client development outings (e.g. Rodeo BBQ tickets, golf tourneys, etc.) and provide Enron goodies to people all the time.
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Perhaps a limitation on de minimus gifts would be more accurate.
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Also, a reference to our Code of Ethics may work here.
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In Section 4.13(a)(iii), does the $250K threshhold include only cash value, or does it include equity grants that vest over time?
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A reference to "cash" payments would clarify, given that people here are compensated by stock options/restricted stock that vest over time.
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In Section 4.14(d), I am not sure whether this transaction accelerates vesting -- Pat, do you know?
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Should Section 7.3 be italicized?
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I have not seen the latest of the Employee Matters Agreement.
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Have the parties discussed arbitration in lieu of litigation in Texas for the purposes of dispute resolution?
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Anne, let me know if these comments need clarification or if you have any other questions.
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Michelle
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Pat, I have reviewed this agreement and provided my comments under a separate email.
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I would appreciate your review of Section 4.14 in particular, given your familiarity with the compensation plans and benefit plans.
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In terms of timing, your comments probably can go into the next draft, but if you have a chance to look at 4.14 today, it would be great!
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Thanks a lot!
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Michelle
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Here is a set of comments by Pat Mackin on the Triple Lutz agreement.
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Cynthia/Mary, do you have anything to add?
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Michelle
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please excuse the delay on this -- If possible, I would like the following documents copied from the data room: Woodland: Tab No.'s 107-130, and 136 Brunswick: Tab No.'s 102-127, and 137 Thanks.
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Michelle Cash
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One other item: Could you please request all employment contracts and change of control agreements, if any?
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Thank you.
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Michelle
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Karen, does Sean have his art on a web site anywhere?
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I have someone who wants to look at it.
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Michelle
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Andrea, This looks good.
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I have two nits: First, the street value of our phone book is $1k, not $1.
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Also, "loosing" people should be "losing" people.
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One other risk is that the descriptions of what people are doing could reveal confidential business strategies to our competitors because there is no filter on what employees can/can't put.
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In other words, if an employee is working on developing something within Enron that our competitors do not know about, expertfinder could provide them with that data/strategy.
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One other recommendation (by Scott) was to allow access only from an Enron facility -- not remotely.
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This would manage risk of a person taking a laptop to a competitor and also would protect against hackers.
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Given that employee talent is a major asset, we should find ways to move that talent around while also protecting it from being picked off from the outside.
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Thanks.
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Michelle
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Drew, Louise and Robert have brought me into the loop on the employee in London who has had some issues.
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I would appreciate it if you would fax me a copy of his agreement.
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I will be out of the office tomorrow, so, if possible, could you fax it to my house first thing in the morning?
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713-218-7355 is the fax number.
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If you send it around 5:30 am Houston time, then I can have time to review it and incorporate its provisions into the draft correspondence that I will prepare on this topic.
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I am going to be attending a seminar out of the office starting around 8:00 am Houston time.
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I will prepare draft correspondence and circulate it to you, Robert, and Louise for comment and dart-throwing.
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I can be reached via my cell phone during the day at 713-302-5522.
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Thanks, Drew.
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Michelle
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Here is the attachment.
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Thanks for the update on Delainey.
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Michelle
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Drew, thanks, I got it.
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I'll be sending out an email on this in the next couple of hours.
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I'll send it to you and Robert first.
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You can run it by Chapman and/or outside counsel in London today.
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If everyone is in agreement as to the approach, we can send it to Louise asap.
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