Re: Employment Agreement

David,

The "gardening leave provision would apply beyond the term.

I will make your tweak to 3.4.

I checked the 12-months with Clayton Utz, and they thought it was ok.

I'll forward a new draft in the next day or so. Hope you had a good trip
back.

MIchelle

David Minns@ENRON_DEVELOPMENT
10/29/2000 10:44 PM
To: Michelle Cash/HOU/ECT@ECT
cc:
Subject: Re: Employment Agreement

Michelle thanks, Only one point - it was my understanding that the
"gardening leave" provision would also apply to a resignation after the end
of the 2 year period. In other words if I resigned in 4 years (and assuming
no further service contract had been put in place) the company could prevent
me taking another job for upto 3 months after the termination if there was
pay for that period.

Two other points;
The new paragraph in 3.4 could be read to infer that the Monthly Base Salary
for the non-compete period would be paid up-front. Would it be safer to pay
monthly conditional upon compliance with the obligations?
Have we thought about the enforcability of the 12 month non-compete for
resignations during the term? This is not a concern to me and I am content
with the existing arrangement for my contract. However, as a far as the
precedent is concerned I would like a provision we could definitely enforce.

I will call you tomorrow to discuss.