From: stanley.horton@enron.com
To: aaron.brown@enron.com
Cc: peggy.fowler@enron.com, mary.joyce@enron.com
Date: 2001-04-24 15:57:00+00:00
Subject: RE: PGE retention program

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 >>