Enron Mail

From:kay.mann@enron.com
To:kathleen.carnahan@enron.com, carlos.sole@enron.com
Subject:Arbitration clause for option agreements - what do you think?
Cc:
Bcc:
Date:Thu, 15 Feb 2001 05:52:00 -0800 (PST)

1. Remedies, Jurisdiction, Arbitration and Governing Law. Money damages
would not be a sufficient remedy for any breach of this Agreement by
Optionor, and the Optionee shall be entitled to specific performance and
injunctive relief as remedies upon proof of any such breach. Such remedies
shall not be deemed to be the exclusive remedies for a breach of this
Agreement by Optionor or any of its Representatives but shall be in addition
to all other remedies available at law or in equity to the Optionee.
Excepting the right of Optionee to seek such relief, all claims and matters
in question arising out of this Agreement or the relationship between the
parties created by this Agreement, whether sounding in contract, tort or
otherwise, shall be resolved by binding arbitration pursuant to the Federal
Arbitration Act. The arbitration shall be administered by the American
Arbitration Association ("AAA"). There shall be three arbitrators. Each
party shall designate an arbitrator, who need not be neutral, within 30 days
of receiving notification of the filing with the AAA of a demand for
arbitration. The two arbitrators so designated shall elect a third
arbitrator. If either party fails to designate an arbitrator within the time
specified or the two parties' arbitrators fail to designate a third
arbitrator within 30 days of their appointments, the third arbitrator shall
be appointed by the AAA. It is expressly agreed that the arbitrators shall
have no authority to award punitive or exemplary damages, the parties hereby
waiving their right, if any, to recover punitive or exemplary damages, either
in arbitration or in litigation. The place of the arbitration shall be New
York, New York.