Enron Mail

From:pam.butler@enron.com
To:steven.kean@enron.com
Subject:Option Termination Provisions
Cc:mary.joyce@enron.com
Bcc:mary.joyce@enron.com
Date:Fri, 18 May 2001 02:48:00 -0700 (PDT)

Steve, in response to your request to Cynthia Barrow, attached is a stock=
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option termination matrix, which indicates the typical termination provisio=
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for each specific type of termination event and for each type of option gra=
nt.

Some grants may have special provisions due to the reason for the grant;=20
these provisions are specified in the award agreement.

In 1996, Enron=01,s Board of Directors approved a change to the termination=
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provisions to extend from 1 year to three years the time an employee would=
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have to exercise vested options upon an involuntary termination (due to=20
non-performance, business reorganization, or divestiture) or termination du=
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to death, disability or retirement - no change was made to the time allowed=
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for vested options to be exercised in the event of a voluntary termination,=
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however. This extension from 1 year to 3 years increased the value of an=
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option which was the desired effect i.e. fewer options are required to=20
deliver the desired value thus decreasing overall utilization. This change=
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also reflected Enron=01,s desire to utilize options as a retention device w=
ith=20
greater downside to an employee who voluntarily terminates i.e. only 30 day=
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allowed to exercise vested options. Prior to August, 1995, an employee ha=
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to exercise vested options before terminating - this was changed to the=20
"within 30 days of termination" scenario in August, 1995.

The extension for time allowed to exercise vested options in the event of a=
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involuntary terminations may also provide the beneficial effect of minimizi=
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litigation associated with involuntary terminations due to divestiture,=20
non-performance, etc.

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Please let me know if you would like to meet to discuss or if I can provide=
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additional information. My extension is x35816. Thanks.