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EXHIBIT 10.2
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement, entered into on this 1st of June, 2000 and made
effective as of May 1, 2000, by and between AZURIX CORP., a Delaware corporation
("Employer") having its headquarters at 333 Clay Street, Houston, Texas 77002,
and JOHN L. GARRISON ("Employee"), an individual residing at 3039 Ella Lee Lane,
Houston, Texas 77019, is an amendment to that certain Executive Employment
Agreement between the Employer and Employee entered into the 26th day of April,
1999, and made effective as of April 26, 1999 (the "Employment Agreement").
WHEREAS, the parties desire to amend the Employment Agreement as
provided herein;
NOW, THEREFORE, in consideration thereof and of the mutual covenants
contained herein, the parties agree as follows:
1. Article 1, Section 1.2 is hereby deleted in its entirety
and the following is inserted in its entirety:
"1.2 Employee initially shall be employed in the
position set forth on Exhibit A. Employer may subsequently
assign Employee to a different position or modify Employee's
duties and responsibilities, provided that no such assignment
or modification shall result in a substantial reduction of
Employee's duties and responsibilities. Moreover, Employer
may assign this Agreement and Employee's employment to Enron
or any affiliates of Enron. Employee shall not be required to
relocate from Houston, Texas. Employee agrees to serve in the
assigned position and to perform diligently and to the best
of Employee's abilities the duties and services appertaining
to such position as determined by Employer, as well as such
additional or different duties and services appropriate to
such position which Employee from time to time may be
reasonably directed to perform by Employer. Employee shall at
all times comply with and be subject to such policies and
procedures as Employer may establish from time to time."
2. Exhibit "A" to the Employment Agreement is hereby deleted
in its entirety and the attached Exhibit "A" is inserted in its
entirety.
This Amendment is a First Amendment to the Employment Agreement, and
the parties agree that all other terms, conditions and stipulations contained in
the Employment Agreement, and any amendments thereto, shall remain in full force
and effect and without any change or modification, except as provided herein.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
AZURIX CORP.
By: /s/ PHILIP J. BAZELIDES
-------------------------------------
Name: Philip J. Bazelides
Title: Managing Director, Human Resources
and Administration
This 1st day of June, 2000
JOHN L. GARRISON
/s/ JOHN L. GARRISON
-----------------------------------------
This 1st day of June, 2000
July 6, 2000
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EXHIBIT "A" TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN AZURIX CORP. AND JOHN L. GARRISON
Term: Five (5) years from the Effective Date of this
Agreement.
Position: President and Chief Operating Officer
Location: Houston, Texas
Reporting Relationship: Reports to Chairman and Chief Executive Officer
Monthly Base Salary: Effective May 1, 2000, Employee's Monthly Base Salary
shall be Thirty-Seven Thousand Five Hundred Dollars
($37,500.00).
Bonus: Employee shall be eligible to participate in the
Azurix Corp. 2000 Annual Incentive Compensation Plan
("Plan") or any replacement plan of Employer. All
bonuses shall be paid in accordance with the terms
and provisions of the Plan, a portion of which may be
paid in cash and a portion of which may be paid in
stock options and/or restricted stock. Employee's
annual bonus target is 100% of Employee's annual base
salary, subject to both Employer's performance and
Employee's performance.
Long Term Incentive Plan: Employee shall be eligible to participate in the
Azurix Corp Stock Plan.
AZURIX CORP.
By: /s/ PHILIP J. BAZELIDES
-----------------------------------------
Name: Philip J. Bazelides
Title: Managing Director, Human Resources
and Administration
This 1st day of June, 2000
JOHN L. GARRISON
/s/ JOHN L. GARRISON
---------------------------------------------
This 1st day of June, 2000
July 6, 2000
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