Q: Anne, I have reviewed the P&S Agreement for Triple Lutz. From my perspective, it generally looks fine. I have a few comments, and invite Pat Mackin to add any he may have, in particular based on his review of Section 4.14. In Section 4.7(c)(iv), there is a reference to any contract obligations. I believe this would include employment contracts, which do not appear to be identified specifically on any schedule unless the annual amount exceeds $250K. We may want to clarify that the disclosures are consistent with the provisions of Section 4.13(iii). Section 4.8 provides that we will not enter into any employee benefits not required by law. However, given that closing is pushed out so far in the future, we may want the flexibility to provide incentive bonuses for key personnel to stay with the company through closing. This may be done with the Buyer's consent, but we may be tying our hands. Section 6.2(e) contains a similar restriction on making payments to officers/directors. In addition, Section 4.8 states that we won't enter into or amend any employment contracts. We do not renew employment contracts at a single time, and the contracts of key personnel may expire. Do we want to tie our hands and be prohibited from amending/extending the agreements? Section 6.2(l) also prohibits the modification/amendment of contracts with employees. In Section 4.10, the wording "(other than Environmental Laws)" suggests that we are not in compliance with environmental laws. Rephrasing that sentence to refer to the provision of the Agreement may be preferable. In Section 4.11(d), we promise that we haven't provided any gift of any kind to customers. I don't think we can say that, given that we regularly host client development outings (e.g. Rodeo BBQ tickets, golf tourneys, etc.) and provide Enron goodies to people all the time. Perhaps a limitation on de minimus gifts would be more accurate. Also, a reference to our Code of Ethics may work here. In Section 4.13(a)(iii), does the $250K threshhold include only cash value, or does it include equity grants that vest over time? A reference to "cash" payments would clarify, given that people here are compensated by stock options/restricted stock that vest over time. In Section 4.14(d), I am not sure whether this transaction accelerates vesting -- Pat, do you know?
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A: Comments to P&S Agreement -- Triple Lutz

Q: This is just a friendly reminder for the following event (and if you plan to attend, please respond to me directly): Who are these so called account managers, Rich, Jenny and Mark? What do they do? How can we leverage off their expertise and they, ours? Do they have specific company contacts? Where can they be found? Will the ubiquitous pizza be served to entice you to attend? Strong possibility. Will I have to sign up on Bear Tracks? No. How can attending benefit me? It's up to you. To answer these questions and many more, we will be scheduling during - Thu, Dec. 6 during the break as well in the Career Center Conference Room (S420) an informational session with the account managers. Here's a description that Rich Wong, the financial services account manager prepared: "The Haas Career Center staff includes 3 account managers that can be a valuable resource to those that are exploring job or career direction changes. Their role is to be the primary liaison for recruiters in their specific industry sectors, being the one-stop shop point person for companies interested in connecting with Haas MBA students. They cover a full spectrum of responsibilities from the logistics of setting up presentations and interviews to establishing contacts and providing strategic guidance to recruiters (including both hiring managers as well as University Recruiting reps within human resource departments). Through this activity, they gain insights into their company/industry focus that they are happy to share with Haas students, John Morel, and the other career advisors in the Haas Career Center." Feel free to contact them regarding questions on companies and industries that they represent. Conversely, please provide them with any valuable contacts that you have in current/former employers that might help them aid your schoolmates to find employment opportunities. They are located in the Recruitment Center (S330 by the ATM machine) and their contact information is as follows:
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A: REMINDER: Come Meet the Recruitment Center Account Managers on Thurs., Dec. 6

Q: Reed and Lana, thanks again for a great stay in the hills! We all had a blast and I'm happy to report that Britt and Tina are bragging to their little classmates about their newfound skiing prowess! Next thing you know they'll be starring in a Warren Miller video! Have a great time in BC and say hi to Brad and Jen for us. DF
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A: Thanks!

Q: Ken- As you may remember from Aspen this July I am now Chairman of CHI Energy a subsidiary of ENEL of Italy. (CHI is a much smaller operation than Destec Energy but we are growing fast and I am having fun with renewables.) ENEL has an interest in acquiring Enron Wind and Wessex Water. The CFO of ENEL is in New York wednesday evening thru thursday of this week and would like to speak with whoever you think would be appropriate about our interest. The CFO's name is Fulvio Conti and his phone number in Italy is 011 39 329 6130 692 or 011 39 335 287 981. I am currently at my home in the Caribbean but can be reached at megawatt@starband.net email address or at my phone here which is 011 501 26 4101. The ENEL may turn out to be broader than the wind and water. Please let Fulvio or myself know the best way to proceed. Charlie Goff
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A:
ENEL Meeting