Message-ID: <12358234.1075862888946.JavaMail.evans@thyme> Date: Wed, 14 Nov 2001 08:01:28 -0800 (PST) From: jitendra.agarwal@enron.com To: chairman.ken@enron.com, kenneth.lay@enron.com Subject: RE: Change of Control Provisions Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: quoted-printable X-From: Agarwal, Jitendra X-To: Ken Lay - Office of the Chairman , Lay, Kenneth X-cc: X-bcc: X-Folder: \KLAY (Non-Privileged)\Lay, Kenneth\Inbox X-Origin: Lay-K X-FileName: KLAY (Non-Privileged).pst Dear Mr. Chairman: Thanks for your excellent leadership, generosity and thoughtfulness. It rem= inds me of a story of an old man who is walking along the beach early in th= e morning. As the tide is going out and sun is coming up, it gets lighter a= nd lighter and the old man spies a figure running along the beach, appearin= g to be dancing. When he finally gets close enough he sees that it's a youn= g boy, picking up star fish that he finds lying in the sand...throwing them= back into the ocean. "What on earth are you doing?", says the old man to t= he boy. The boy stops and says, "The tide is going out and soon the sun wil= l be high in the sky. These star fish will be stranded here in the hot sun = and if they're not put back in the water, they'll die." The old man looked = at the boy and looked at the beach. "You have an impossible task ahead of y= ou. The beach stretches on and on for miles. There are hundreds of starfish= . What possible difference can you make?" The boy stooped down, picked up a= star fish and flung it out into the water. Then he turned and looked at th= e old man and said, "It made a difference to that one."=20 You've probably heard that story before...but... That's what it's all about= ...making a difference. At the heart of every successful organization, ther= e are "great people who do great things."=20 Thank you once again and we wish to have your continued leadership. Best Regards Jitendra -----Original Message----- From: =09Ken Lay - Office of the Chairman =20 Sent:=09Tuesday, November 13, 2001 6:24 PM To:=09DL-GA-ALL_enron_worldwide6 Subject:=09Change of Control Provisions As many of you know, I have a provision in my employment contract which pro= vides for a payment of $20 million per year for the remaining term of my co= ntract in the event of a change of control of Enron. The merger with Dyneg= y, or a similar transaction with any other company, would trigger this prov= ision on closing. Assuming the merger with Dynegy is closed within 6-9 mon= ths, as we expect, this provision would entitle me to total payments of sli= ghtly more than $60 million. Many CEOs have change of control provisions in their employment contracts a= nd mine has been in place since 1989. But given the current circumstances = facing the company and our employees, I have been giving a lot of thought t= hese last few days to what to do about this payment. Initially, I thought = I would use part of the funds for a foundation for our employees and take t= he remainder in stock and cash. However, after talking to a number of empl= oyees this afternoon, I have decided that the best course of action would b= e for me to waive my right to any of this payment. Therefore, at closing, = I will receive no payments under this provision. I know this action does not remedy the uncertainty that you and your famili= es face. But please know that I will continue to do everything in my power= to serve the best interests of Enron's employees and shareholders. I am s= till very proud of what we have built at Enron, and I want to continue work= ing with all of you to correct the problems and restore Enron to its rightf= ul place in the energy industry. Thank you.