Subject: Strictly Confidential
From: [email-masked]
To: [email-masked], [email-masked]
Cc: [email-masked]
Date: Tue, 11 Jul 2000 17:30:00 -0700 (PDT)

Guys, we need to figure this out in the next couple weeks.  John do you want 
to take a stab based on manager, director and VP rankings?
Regards
Delainey
---------------------- Forwarded by David W Delainey/HOU/ECT on 07/12/2000 
12:24 AM ---------------------------

David Oxley
06/14/2000 10:30 AM
To: Mary Joyce/HR/Corp/Enron@ENRON
cc: Sheila Knudsen/Corp/Enron@ENRON, Cindy Olson/Corp/Enron@ENRON, Cindy 
Skinner/HOU/ECT@ECT, David W Delainey/HOU/ECT@ECT, John J 
Lavorato/Corp/Enron@Enron 
Subject: Strictly Confidential

	

ENA Mid-Year 2000 Senior Management and High Value Contributors Equity Awards

Mary,

As discussed yesterday, I have had further discussions with Dave and John on 
this subject and we would like to proceed as follows;

- Wait for mid-year PRC discussions to conclude July 7
- Make recommendations for option grants to key first 6 month contributors 
and new management players following week
- Strike equity and communicate to recipients Aug 1

The rationale for this would be as follows:

- ENA has had a stellar first 6 months and will probably over exceed plan by 
$150mm
- 5 or 6 individuals have been instrumental in creating exceptional value and 
we would like to recognise their performance now.
- A number of people have over the last 6 months been asked to step up and 
take more senior roles following the moves to EBS and ENW. We would like to 
recognise these people now (subject to top 2 PRC performance) by granting 
them some options.
- As a consequence of some people's increased responsibilities and in looking 
at their unvested equity value, a number of people appear low in relation to 
the market.

I would anticipate that the individual awards would be of 7 year options with 
standard vesting and would mainly be of individual 5-10,000 options awards 
(or $145-$290k). These might total in the region of 150-250,000 options.

While most of the probable recipients will be commercial officers, I would 
expect a number of senior support and some Commercial Directors also to be 
recommended.

Obviously I understand that we will need to put individual cases together for 
each recipient for board submission but I would appreciate your help and 
guidance as we proceed. In particular please alert me asap if you think this 
will be a problem.

Thanks

David