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EXHIBIT 10.1
FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (this "Amendment"), is
entered into and made effective this 10th day of October, 2000, between AZURIX
CORP., a Delaware corporation ("Employer"), having offices at 333 Clay Street,
Houston, Texas 77002, and JOHN C. ALE, an individual currently residing at 2227
Brentwood, Houston, Texas 77019 ("Employee"), as an amendment to that certain
Executive Employment Agreement dated as of December 10, 1998, between Employer
and Employee (the "Original Agreement").
WITNESSETH:
WHEREAS, the parties desire to amend the Employment Agreement as
provided herein:
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants, and obligations contained herein, Employer and Employee agree as
follows:
1. The paragraph entitled "Bonus" in Exhibit "A" to the Original
Agreement is amended and restated in its entirety to read as follows:
Employee shall be eligible to participate in Employer's Annual
Incentive Plan (the "Plan") with an annual bonus target of
100% of Employee's annual base salary, subject to his
performance. 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, subject to the following:
a. For calendar year 1998, Employee shall receive a sum
equal to the difference between total compensation
paid to Employee by Employee's former employer,
Vinson & Elkins L.L.P., and $680,000.00. Employer
shall pay this amount to Employee on January 31, 1999.
b. For calendar year 1999, Employee shall receive no cash
bonus.
c. For calendar year 2000, Employee shall be eligible
for a cash bonus of at least 50% of his annual base
salary.
d. For the period January 1, 2001, through the
expiration of this Agreement, Employee shall be
eligible for a cash bonus of at least 100% of his
annual base salary.
e. On termination of his employment with the Company
(whether a Voluntary Termination, an Involuntary
Termination, or due to death or disability), except
in the case of Termination for Cause, then in
addition to all other amounts owing under this
Agreement, Employer shall pay Employee a cash bonus
of $510,000.00.
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2. Subject to the Company's performing its obligations under
"Bonus" as amended and restated by paragraph 1 above with respect to payments
due on or after the date of this Amendment, Employee acknowledges that he has
received all bonus payments that he is entitled to receive up to the date of
this Amendment.
3. Employer and Employee acknowledge that Employee's reporting
relationship to James V. Derrick, Senior Vice President and General Counsel
of Enron Corp., ended as of the date shares of Employer first became publicly
traded.
IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement in multiple originals to be effective on the date first stated above.
AZURIX CORP.
By: /s/ PHILIP J. BAZELIDES
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Name: Philip J. Bazelides
Title: Managing Director Human Resources
and Administration
This 10th day of October, 2000
JOHN C. ALE
/s/ JOHN C. ALE
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This 10th day of October, 2000
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