Message-ID: <18348164.1075844969326.JavaMail.evans@thyme> Date: Tue, 24 Apr 2001 08:57:00 -0700 (PDT) From: stanley.horton@enron.com To: aaron.brown@enron.com Subject: RE: PGE retention program Cc: peggy.fowler@enron.com, mary.joyce@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: peggy.fowler@enron.com, mary.joyce@enron.com X-From: Stanley Horton X-To: Aaron Brown X-cc: PEGGY FOWLER, Mary Joyce X-bcc: X-Folder: \Stanley_Horton_2\Notes Folders\Sent X-Origin: HORTON-S X-FileName: shorton.nsf Friday is fine with me. From: Aaron Brown/ENRON@enronXgate on 04/24/2001 02:24 PM To: Stanley Horton/Corp/Enron@Enron cc: PEGGY FOWLER/ENRON@enronxgate, Mary Joyce/ENRON@enronXgate Subject: RE: PGE retention program I can have this all finalized by Friday May 13. Peggy/Stan - Let me know if you need it done sooner. thanks, Aaron -----Original Message----- From: Horton, Stanley Sent: Tuesday, April 24, 2001 1:33 PM To: Brown, Aaron (Executive Comp) Cc: FOWLER, PEGGY; Joyce, Mary Subject: Re: PGE retention program I am ok with all of this. When can we finalize? From: Aaron Brown/ENRON@enronXgate on 04/24/2001 10:42 AM To: Stanley Horton/Corp/Enron@Enron, PEGGY FOWLER/ENRON@enronxgate cc: Mary Joyce/ENRON@enronXgate Subject: PGE retention program Here's the updated spreadsheet based on Peggy's email and our understanding of the programs. Peggy, Joyce's reason for requesting an exception for Mary Turina (front loading and increasing retention bonus or guarantee payment of sales bonus) is "Due to the special nature of the trading floor and the on-going need we have to retain people in this area"...here's how I see it Factors: (1) seems like Mary just went into that position...but, if she's already established a reputation and is being heavily recruited, then maybe a higher number on retention is justifiable (2) she works 80% - i know that's not indicative of productivity, but it seems our flexibility should be worth something in the retention bucket (3) she only has about $100k of unvested equity remaining (4) as currently contemplated, Piro and Lesh would get about $250k (compared to $200k for Mary) in retention value - but this points back to (2) somewhat and potential internal inequity issues if increased values or exceptions get out The most important factors are: (5) the risk of losing Mary to a competitor and (6) whether that loss would significantly disrupt the sale process or ongoing operations of PGE If these factors are, in fact, problems, then it probably makes sense to increase Mary's retention bonus. If we get into front loading her retention bonus, then I'd want to get some strong non-compete and non-solicitation language in the documents. The reason for front-loading the retention grants for Fowler/Miller is to provide some consideration/incentive for giving up "window" payments. Peggy, if you still feel strongly about increasing Mary's retention bonus after reviewing my thoughts, I don't have a problem with $250k, but if we start to get into the $300k - $400k range or front-loading any portion, I'd like to get Stan's sign-off. Aaron -----Original Message----- From: FOWLER, PEGGY Sent: Monday, April 23, 2001 7:02 PM To: Brown, Aaron (Executive Comp); Horton, Stanley Cc: Joyce, Mary Subject: Re: PGE retention program Thank you for the summary Aaron, I don't think you misrepresented anything, but there are a couple places that I have questions, or the amounts you show are different than what I was expecting. 1)My records showed our last discussion around Lobdell showed his sales bonus at $225,000. and this shows $250,000. which I am OK with, but if total dollars are limited, I might need the $25,000. for some other individuals. 2) I had emailed before that Quennoz, Johnson, and Ryder were lower than the last plan, although this was the 'old' retention plan. I had propposed Quennoz and Johnson going to $250,000., which gets them to previous level, and Ryder to $225,000., and that Barnett would need an increase to keep equity to $225,000. If $250,000. is too high for Johnson and Quennoz, I could probably be OK with $225,000. for each of them, but they should be as high as Nichols, and Barnett should also be as high as Nichols. 3)I had also had Joyce Bell ask you a question about Mary Turina, and payment of sales bonus at earlier of sale or some timeframe like 2 to 3 years. Probably what I'm really suggesting here, is maybe we need to increase her retention, and decrease her sales or something like that, and a front loading might work here too, with incentive to have to stay. Thanks for all your help and work on this Aaron. Please call if you have problems understand my notes. 503-464-8401 >>> Brown, Aaron (Executive Comp) 04/23/01 01:14PM >>> Here are the numbers for the PGE retention programs. Stan, I've reviewed Peggy's recommendations for these programs (Retention and Sales Bonus Programs) and they seem reasonable in light of the imminent divestiture of PGE and our associated needs - let me know if you're ok with the numbers. Peggy, let me know if I've misrepresented anything. I will be working with Kriste Sullivan (Enron attorney) to implement these agreements and supercede the prior agreements. We are hoping to have the agreements signed and executed by May 13. Aaron << File: PGEretention.xls >>