Problem: BODY: As requested at the 11 October PRC Committee, attached is a comprehensive overview of the proposed PRC process (360 feedback, PRC and bonus compensation) for year-end 2001, by Business Unit and Function. We look forward to comments, amendments or concurrence. In addition, as regards employment agreement provisions with target bonus amounts based on performance, we have included the bonus language contained in the majority of such agreements. Should you have any questions please don't hesitate to contact me, Gina Corteselli
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A: SUBJECT: PRC Year-end 2001

Problem: BODY: Jeff, Let me know what you think of this guy. Wade Cline and Tim Det. are both high on him. Jeff Donahue is not so sure but will meet with him on Friday. During my lunch with Jeff, we discussed that we need a Corp. Dev guy dedicated to us full time but if he reported to him, that would be great. I think we could use that co-ordination with his group as long as we didn't get a part time guy in the process. He could also report to us obviously (like Larry) but i think in this case a dual role makes a lot of sense. What do you think? If you like Don, he could be an immediate candidate to start doing our Corp Dev work, but that is of course not the best reason. I thought he was all right and he did have a good understanding of our products and is an innovative thinker. He has also worked as a trader and although it doesn't seem possible by his personality, having some background is a plus. Mike
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A: SUBJECT: D Parsons

Problem: BODY: Although I realize it is likely too late, an alternative to forgoing the incentive clause under your employment agreement would be to instead accept the $60 million, and set up a lottery for Enron employees in which 30 winners would each win $2 million (or some variant, i.e. 10 winner for $6m, 120 for $500k etc.). This could be done for employees of record at the time of the merger. The idea clearly has pros and cons, but on the whole I feel would create some positive news for people to focus on in this difficult time. It would certainly be a non-traditional and positive way to close the Enron era.
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A:
SUBJECT: "Outside the Box" Employee Morale Idea