<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1995
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
ENRON CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 47-0255140
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 SMITH STREET
HOUSTON, TEXAS 77002
(Address of principal executive offices, including zip code)
-----------------
ENRON CORP. 1994 STOCK PLAN
(Full title of the plan)
PEGGY B. MENCHACA
VICE PRESIDENT AND SECRETARY
ENRON CORP.
1400 SMITH STREET
HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 853-6161
(Telephone number, including area code, of agent for service)
Copy to:
Rex R. Rogers, Esq.
Assistant General Counsel
Enron Corp.
1400 Smith Street
Houston, Texas 77002
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum
securities to be to be offering price aggregate Amount of
registered registered per share(1) offering price(1) registration fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 11,000,000
$.10 par value Shares (2) $34.50 $379,500,000 $130,863
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated, solely for purpose of calculating the registration fee, in
accordance with Rule 457(h) on the basis of the price of securities of the
same class, as determined in accordance with Rule 457(c), using the average
of the high and low prices of the Common Stock on the New York Stock
Exchange composite transactions reporting system on June 28, 1995.
(2) This Registration Statement also includes an indeterminable number of
additional shares of Common Stock that may become issuable pursuant to the
antidilution adjustment provisions of the Plan.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed with the Securities and
Exchange Commission by Enron Corp., a Delaware corporation (the "Company"), are
incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995; and
(c) Description of the Common Stock, $.10 par value, contained on
pages 13 through 16 of the Prospectus Supplement dated July
27, 1994 to Prospectus dated July 15, 1994 filed on July 28,
1994 pursuant to Rule 424(b) under the Securities Act of 1933
in connection with the Company's Registration Statement on
Form S-3 (Registration No. 33-53877).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date of this Registration Statement and prior
to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed
to constitute a part of this Registration Statement, except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of Chapter 1 of Title 8 of the Delaware Code provides that
every corporation created under the provisions thereof shall have the power to
indemnify its directors, officers, employees and agents against certain
liabilities.
The Restated Certificate of Incorporation, as amended, of the Company
contains the following provisions relating to indemnification of directors and
officers:
"1. A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal
benefit.
2. (A) Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative,
-2-
<PAGE> 3
is or was a director or officer of the Corporation, is or was serving at
the request of the Corporation as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent, or in any
other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure
to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in paragraph (B) hereof, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that,
if the Delaware General Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was
or is rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in advance of
the final disposition of the proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled
to be indemnified under this Section or otherwise. The Corporation may,
by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect
as the foregoing indemnification of directors and officers.
(B) If a claim under paragraph 2(A) of this Article XVI is
not paid in full by the Corporation within thirty days after a written
claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim.
It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required undertaking, if any
is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the
Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the
applicable standard of conduct.
(C) The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition
conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
(D) The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or
not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware General
Corporation Law."
-3-
<PAGE> 4
The Company has purchased liability insurance policies covering its
directors and officers to provide protection where the Company cannot legally
indemnify a director or officer and where a claim arises under the Employee
Retirement Income Security Act of 1974 against a director or officer based on an
alleged breach of fiduciary duty or other wrongful act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
*4.1 -- Restated Certificate of Incorporation of Enron
Corp., as amended (Exhibit 3.01 to the Company's Form
10-K Annual Report for the year ended December 31,
1994).
*4.2 -- Bylaws of Enron Corp. (Exhibit 3.02 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1990).
4.3 -- Enron Corp. 1994 Stock Plan, as amended.
5 -- Opinion of James V. Derrick, Jr., Esq., Senior Vice
President and General Counsel of Enron Corp., as to
the validity of the Common Stock.
23.1 -- Consent of Arthur Andersen LLP regarding reports
included in Form 10-K.
23.2 -- Consent of DeGolyer and MacNaughton.
23.3 -- The consent of James V. Derrick, Jr., Esq., is
contained in his opinion filed as Exhibit 5 hereto.
24 -- Powers of Attorney of certain directors of the
Company.
- ------------------
* Incorporated by reference as indicated
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
-4-
<PAGE> 5
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the 1933 Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
-5-
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 30th day of June, 1995.
ENRON CORP.
By: JACK I. TOMPKINS
---------------------------
Jack I. Tompkins
Senior Vice President and Chief Information,
Administrative and Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment has been signed by the following
persons in the capacities indicated and on the 30th day of June, 1995.
<TABLE>
<CAPTION>
<S> <C>
Signature Title
--------- -----
KENNETH L. LAY Chairman of the Board,
------------------------ Chief Executive Officer and Director
Kenneth L. Lay (Principal Executive Officer)
JACK I. TOMPKINS Senior Vice President and
------------------------ Chief Information, Administrative
Jack I. Tompkins and Accounting Officer
(Principal Accounting Officer)
KURT S. HUNEKE Vice President, Finance and Treasurer
------------------------ (Principal Financial Officer)
Kurt S. Huneke
ROBERT A. BELFER * Director
------------------------
Robert A. Belfer
NORMAN P. BLAKE, JR. * Director
------------------------
Norman P. Blake, Jr.
JOHN H. DUNCAN * Director
------------------------
John H. Duncan
JOE H. FOY * Director
------------------------
Joe H. Foy
WENDY L. GRAMM * Director
------------------------
Wendy L. Gramm
</TABLE>
-6-
<PAGE> 7
<TABLE>
<S> <C>
ROBERT K. JAEDICKE * Director
------------------------
Robert K. Jaedicke
RICHARD D. KINDER * Director, President and
------------------------ Chief Operating Officer
Richard D. Kinder
CHARLES A. LEMAISTRE * Director
------------------------
Charles A. Lemaistre
JOHN A. URQUHART * Director
------------------------
John A. Urquhart
CHARLS E. WALKER * Director
------------------------
Charls E. Walker
HERBERT S. WINOKUR, JR. * Director
------------------------
Herbert S. Winokur, Jr.
*By: PEGGY B. MENCHACA
------------------------
Peggy B. Menchaca
Attorney-in-Fact
</TABLE>
-7-
<PAGE> 8
EXHIBIT INDEX
Exhibit Description of Exhibit
- ------- ----------------------
* 4.1 -- Restated Certificate of Incorporation of Enron Corp., as amended
(Exhibit 3.01 to the Company's Form 10-K Annual Report for the year
ended December 31, 1994).
* 4.2 -- Bylaws of Enron Corp. (Exhibit 3.02 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1990).
4.3 -- Enron Corp. 1994 Stock Plan, as amended.
5 -- Opinion of James V. Derrick, Jr., Esq., Senior Vice President and
General Counsel of Enron Corp., as to the validity of the Common
Stock.
23.1 -- Consent of Arthur Andersen LLP regarding reports included in Form
10-K.
23.2 -- Consent of DeGolyer and MacNaughton.
23.3 -- The consent of James V. Derrick, Jr., Esq., is contained in his
opinion filed as Exhibit 5 hereto.
24 -- Powers of Attorney of certain directors of the Company.
- ------------------
* Incorporated by reference as indicated
-8-
<PAGE> 1
EXHIBIT 4.3
ENRON CORP. 1994 STOCK PLAN
SECTION 1. PURPOSE
The purposes of this Enron Corp. 1994 Stock Plan (the "Plan") are to
enable all employees employed by Enron Corp. (together with any successor
thereto, the "Company") and its Affiliates and other eligible persons to develop
a proprietary interest in the growth and performance of the Company, to generate
an increased incentive to contribute to the Company's future success and
prosperity, thus enhancing the value of the Company for the benefit of its
stockholders, and to enhance the ability of the Company and its Affiliates to
attract and retain employees who are essential to the progress, growth and
profitability of the Company.
SECTION 2. ADMINISTRATION
2.1 The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by all members of the Committee, shall be deemed the acts of the Committee.
2.2 Subject to the terms of the Plan and applicable law, the Committee shall
have sole power, authority and discretion to: (i) designate Participants; (ii)
determine the types of Awards to be granted to a Participant under the Plan;
(iii) determine the number of Shares to be covered by or with respect to which
payments, rights, or other matters are to be calculated in connection with
Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, under what circumstances and how Awards may be settled
or exercised in cash, Shares, other securities, other Awards, or other property,
or may be canceled, forfeited, or suspended; (vi) determine whether, to what
extent, and under what circumstances cash, Shares, other securities, other
Awards, other property, and other amounts payable with respect to an Award under
the Plan shall be deferred either automatically or at the election of the holder
thereof or of the Committee; (vii) interpret, construe and administer the Plan
and any instrument or agreement relating to an Award made under the Plan; (viii)
establish, amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
(ix) make a determination as to the right of any person to receive payment of an
Award or other benefit; and (x) make any other determination and take any other
action that the Committee deems necessary or desirable for the administration of
the Plan.
2.3 Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions with respect to the Plan or
any Award shall be within the sole discretion of the Committee, may be made at
any time, and shall be final, conclusive, and binding upon all Persons,
including the Company, any Affiliate, any Participant, any holder or beneficiary
of any Award, any stockholder, and any employee of the Company or of any
Affiliate.
SECTION 3. SHARES AVAILABLE FOR AWARDS
3.1 SHARES AVAILABLE.
(i) Calculation of Number of Shares Available. The number of Shares
available for granting Awards under the Plan for 1994 shall be 3,000,000
Shares, subject to adjustment as provided in Section 3.2.
Further, if after the effective date of the Plan, any Shares covered by
an Award granted under the Plan, or to which an Award relates, are
forfeited, or if an Award otherwise terminates without the delivery of
Shares or of other consideration, then the Shares covered by such Award
(or to which such Award relates, or the number of Shares otherwise
counted against the aggregate number of Shares available under the Plan
with respect to such Award, to the extent of any such forfeiture or
termination) shall again be available for granting Awards under the Plan.
1
<PAGE> 2
(ii) Accounting for Awards. For purposes of this Section 3, if an
Award is denominated in Shares, the number of Shares covered by such
Award, or to which such Award relates, shall be counted on the date of
grant of such Award against the aggregate number of Shares available for
granting Awards under the Plan; provided, however, that Awards that
operate in tandem with (whether granted simultaneously with or at a
different time from) other Awards may be counted or not counted under
procedures adopted by the Committee in order to avoid double counting.
(iii) Sources of Shares Deliverable Under Awards. Any shares
delivered pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares or of treasury Shares.
3.2 ADJUSTMENTS.
(i) In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Shares,
other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company (or other similar
corporate transaction or event) affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee may,
subject to Section 3.2 (ii), in such manner as it may deem equitable,
adjust any or all of (a) the number and type of Shares (or other
securities or property) which thereafter may be made the subject of
Awards, (b) the number and type of Shares (or other securities or
property) subject to outstanding Awards, and (c) the grant, purchase, or
exercise price with respect to any Award, or, if deemed appropriate,
make provision for a cash payment to the holder of an outstanding Award;
provided, however, that the number of Shares subject to any Award
denominated in Shares shall always be a whole number.
(ii) If, and whenever, prior to the expiration of a grant theretofore
made, the Company shall effect a subdivision or consolidation of Shares
or the payment of a stock dividend on Shares without receipt of
consideration by the Company, the number of Shares with respect to which
such grant may thereafter be vested or exercised (a) in the event of an
increase in the number of outstanding Shares shall be proportionately
increased, and if the grant is an Option the purchase price per Share
shall be proportionately reduced, and (b) in the event of a reduction in
the number of outstanding Shares shall be proportionately reduced, and if
the grant is an Option the purchase price per Share shall be
proportionately increased.
SECTION 4. ELIGIBILITY
4.1 Any Employee of the Company or of an Affiliate, any individual who is a
member of the board of directors of an Affiliate, who is not an Employee at the
time the grant is made, or any individual performing services for the Company or
any Affiliate as a Non-employee Contractor shall be eligible to be designated a
Participant. Notwithstanding the foregoing, any person who is subject to Section
16(b) of the Securities Exchange Act of 1934 or any officer or director of the
Company covered by the New York Stock Exchange listing requirements shall not be
eligible to be designated a Participant. Further, no grants of Incentive Stock
Options shall be made under the Plan. Grants may be made to the same individual
on more than one occasion.
4.2 No individual who is subject to any written agreement with the company
that generally restricts the acquisition of Shares shall be eligible for any
grant of an Award while such agreement is in effect.
2
<PAGE> 3
SECTION 5. AWARDS
5.1 Options. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions, which are not inconsistent with the provisions of the
Plan, as the Committee shall determine:
(i) Exercise Price. The per Share purchase price of an Option shall not
be less than the Fair Market Value of a Share on the date of grant of
such Option and in no event less than the par value of a Share.
(ii) Time and Method of Exercise. Subject to the provisions contained in
the Plan and in a Participant's Award Agreement, unexercised vested
Shares under an Option may be exercised in whole or in part from time to
time by request to the Company. Payment of the exercise price and any
applicable tax withholding amounts must be made at the time of exercise,
in whole or in part, by delivery of a cashier's check, Shares of Stock,
other awards, other property or any combination thereof having a fair
market value equal to such amount or part thereof provided that the fair
market value of Stock so delivered shall be equal to the closing price of
the Stock as reported in the "NYSE -- Composite Transactions" section of
the Midwest Edition of the Wall Street Journal on the date of actual
receipt by the Company of the notice exercising the Option or, if no
prices are so reported on such day, on the last preceding day on which
such prices of Stock are so reported. An Option may be exercised through
a broker financed exercise pursuant to the provisions of Regulation T of
the Federal Reserve Board. If the Company receives payment of the
purchase price for the exercise of the Option through a broker financed
exercise before the end of the next business day following the broker's
execution of the sale of Stock for the financed exercise, the exercise
shall be effective at the time of such sale. Otherwise, the exercise
shall be effective when the Company receives payment of the purchase
price.
(iii) Option Agreement. Each Option shall be evidenced by an Award
Agreement which shall specify the term of the Option as well as vesting
and termination provisions.
(iv) Status as Stockholder. Unless and until a certificate or
certificates representing such Shares shall have been issued by the
Company to the Participant, the Participant (or the person permitted to
exercise an Option in the event of the Participant's death or incapacity)
shall not be or have any of the rights or privileges of a Stockholder of
the Company with respect to the Shares acquirable upon an exercise of an
Option.
5.2 RESTRICTED STOCK
(i) Issuance. The Committee is hereby authorized to grant Awards of
Restricted Stock to Participants, which Awards shall be evidenced by
Award Agreements, which shall specify vesting provisions. Notwithstanding
the foregoing, the number of Shares of Restricted Stock which may be
granted shall be limited to not more than twenty-five percent (25%) of
the total number of Shares available for grant under the Plan.
(ii) Restrictions. Shares of Restricted Stock shall be subject to such
restrictions as the Committee may impose (including without limitation,
any limitation on the right to vote a Share of Restricted Stock), which
restrictions may lapse separately or in combination at such time or
times, in such installments or otherwise as the Committee may deem
appropriate.
(iii) Certificates and Dividends. All dividends and distributions, or
cash equivalent thereof (whether cash, stock or otherwise), on non-vested
Shares of Restricted Stock shall be withheld from the respective
Participant and credited by the Company for the Participant's account. At
such time as a Participant becomes vested in a portion of the Award of
Restricted Stock Shares, the restrictions thereon imposed by this Section
5.2 (iii) shall lapse and certificates representing such
3
<PAGE> 4
vested shares shall be delivered to the Participant along with all
accumulated credits for dividends and distributions, or cash equivalent
thereof attributable to such vested shares. Interest shall not be paid on
any dividends or distributions or cash equivalent thereof, credited by
the Company for the account of a Participant. The Company shall have the
option of paying such credits for accumulated dividends or distributions
or cash equivalent thereof, in Shares of the Company rather than in cash
or other medium. (If payment is made in Shares, the conversion to Shares
shall be at the average Fair Market Value for the five trading days
preceding the date of payment.) Dividends and distributions, or cash
equivalent thereof credited on non-vested Restricted Stock shall be
forfeited in the same manner and at the same time as the respective
shares of Restricted Stock to which they are attributable are forfeited,
except that such forfeited credits for dividends and distributions or
cash equivalent thereof shall be canceled and shall not be available for
future distribution under this Plan.
(iv) Payment. A Participant shall not be required to make any payment for
Awards of Restricted Stock, except to the extent otherwise required by
law.
(v) Vesting. Shares of non-vested Restricted Stock awarded to a
Participant will be forfeited if the Participant terminates employment or
service for any reason other than death, Disability, Retirement or
Involuntary Termination. At the time and on the date of a Participant's
death, Disability, Retirement or Involuntary Termination during the
Participant's employment or service, prior to the date the Participant
otherwise becomes fully vested in all the Restricted Stock awarded to the
Participant, all restrictions placed on each share of Restricted Stock
awarded to the Participant shall lapse and the non-vested Restricted
Stock will become fully vested Released Securities. From and after such
date the Participant or the Participant's estate, personal representative
or beneficiary, as the case may be, shall have full rights of transfer or
resale with respect to such Restricted Stock subject to applicable state
and federal regulations.
(vi) Exchange of Restricted Stock for Options. In advance of accepting
delivery of a stock certificate for vested Shares of Restricted Stock,
subject to approval of the Committee which need not be given, a
Participant may request that such Shares of Restricted Stock be traded
for a grant of Stock Options under the Plan, for an amount of Shares of
Enron Corp. common stock ("Stock") and subject to such terms and
conditions as the Committee may elect.
5.3 GENERAL
(i) No Cash Consideration for Awards. Except as otherwise provided in
the Plan, awards shall be granted for no cash consideration or for such
minimal cash consideration as may be required by applicable law.
(ii) Awards May Be Granted Separately or Together. Awards, in the
discretion of the Committee, may be granted either alone or in addition
to, or in tandem with any other Award or any award granted under any
other plan of the Company or an Affiliate. Awards granted in addition to
or in tandem with other Awards, or in addition to or in tandem with
awards granted under any other plan of the Company or any Affiliate, may
be granted either at the same time as or at a different time from the
grant of such other Awards or awards.
(iii) Limits on Transfer of Awards. No Award (other than Released
Securities) and no right under any such Award, shall be assignable,
alienable, saleable or transferable by a Participant otherwise than by
will or by the laws of descent and distribution or, in the case of an
Award of Restricted Stock by assignment to the Company; provided however,
if so determined by the Committee, a Participant may, in the manner
established by the Committee, designate a beneficiary or beneficiaries to
exercise the rights of the Participant and to receive any property
distributable with respect to any Award upon the death of the
Participant. Each Award and each right under any Award shall be
exercisable during the Participant's lifetime only by the Participant or,
if
4
<PAGE> 5
permissible under applicable law, by the Participant's guardian or legal
representative. No Award (other than Released Securities) and no right
under any such Award may be pledged, alienated, attached or otherwise
encumbered, and any purported pledge, alienation, attachment or
encumbrance thereof shall be void and unenforceable against the Company
or any Affiliate.
(iv) Term of Awards. The term of each Award shall be for such period as
may be determined by the Committee; provided however, that in no event
shall the term of any Option exceed a period of ten (10) years from the
date of its grant.
(v) Status of Stock. The Company intends to register for issue under
the Securities Act of 1933, as amended ("The Act"), the Shares of Stock
acquirable pursuant to Awards under the Plan, and to keep such
registration effective throughout the period any Awards are in effect. In
the absence of such effective registration or an available exemption from
registration under the Act, delivery of Shares of Stock acquirable
pursuant to Awards under the Plan shall be delayed until registration of
such Shares is effective or an exemption from registration under the Act
is available. The Company intends to use its best efforts to ensure that
no such delay will occur. In the event exemption from registration under
the Act is available, Participant (or Participant's estate or personal
representative in the event of the Participant's death or incapacity), if
requested by the Company to do so, will execute and deliver to the
Company in writing an agreement containing such provisions as the Company
may require to assure compliance with applicable securities laws. No sale
or disposition of Shares of Stock acquired pursuant to an Award under the
Plan by a Participant shall be made in the absence of an effective
registration statement with respect to such shares under the Act unless
an opinion of counsel satisfactory to the Company that such sale or
disposition will not constitute a violation of the Act or any other
applicable securities laws is first obtained. In the event that a
Participant proposes to sell or otherwise dispose of Shares of Stock in
such a manner that an exception from the registration requirements of the
Act is unavailable for such sale or disposition, and upon request to the
Company by the Participant, the Company, at its sole cost and expense,
shall cause a registration statement to be prepared and filed with
respect to such sale or disposition by the Participant and shall use its
best efforts to have such registration statement declared effective, and,
in connection therewith, shall execute and deliver such documents as
shall be necessary, including without limitation, agreements providing
for the indemnification of underwriters for any loss or damage incurred
in connection with such sale or disposition.
(vi) Share Certificates. All certificates for Shares or other securities
delivered under the Plan pursuant to any Award or the exercise thereof
shall be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the Plan or the rules, regulations
and other requirements of the Securities and Exchange Commission, any
stock exchange upon which such Shares or other securities are then listed
and any applicable Federal or state securities laws, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions, including, but not limited
to, the provisions of Subsection 5.3(v).
SECTION 6. AMENDMENT AND TERMINATION
Except to the extent prohibited by applicable law and unless otherwise expressly
provided in an Award Agreement or in the Plan:
6.1 AMENDMENTS TO THE PLAN. The Board of Directors in its discretion may
terminate the Plan at any time with respect to any Shares for which a grant has
not theretofore been made. The Board of Directors shall have the right to alter
or amend the Plan or any part thereof from time to time, including amending the
Plan for the purpose of making additional Shares available for Awards under the
Plan, provided, that no change in any grant theretofore made may be made which
would impair the rights of the recipient of a grant without the consent of such
recipient.
5
<PAGE> 6
6.2 ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING
EVENTS
A. Subject to the provisions of Section 6.2B and 6.2C below, if a transaction
occurs which is not approved or recommended by a majority of the Board of
Directors of the Company in Actions taken prior to, and with respect to, such
transaction in which either (i) the Company merges or consolidates with any
other corporation (other than one of the Company's wholly-owned subsidiaries)
and is not the surviving corporation (or survives only as the subsidiary of
another corporation), (ii) the Company sells all or substantially all of its
assets to any other person or entity, or (iii) the Company is dissolved, or if
(iv) any third person or entity (other than the trustee or committee of any
qualified employee benefit plan of the Company), together with its Affiliates
and Associates shall be, directly or indirectly, the Beneficial Owner of at
least thirty percent (30%) of the Voting Stock of the Company, or (v) the
individuals who constitute the members of Company's Board of Directors on the
date hereof (the "Incumbent Board") cease for any reason to constitute at least
a majority thereof, provided that any person becoming a Director subsequent to
the date hereof whose election or nomination for election by the Company's
stockholders was approved by a vote of at least eighty percent (80%) of the
Directors comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named as
a nominee for Director, without objection to such nomination) shall be, for
purposes of this clause (v), considered as though such person were a member of
the Incumbent Board, then within (a) ten days of the approval by the
stockholders of the Company of such merger, consolidation, sale of assets or
dissolution as described in clause (i), (ii) or (iii) of this Section 6.2A, or
(b) thirty (30) days of the occurrence of such change of Beneficial Ownership or
Directors as described in clause (iv) or (v) of this Section 6.2A, then with
respect to outstanding grants of Restricted Stock made under Section 5.2, each
recipient thereof shall have a fully vested right in all Restricted Stock
granted to the recipient and then outstanding, and with respect to outstanding
grants of Options made under Section 5.1, all such outstanding Options
irrespective of whether they are then exercisable, shall be surrendered to the
Company by each grantee thereof and such Options shall thereupon be cancelled by
the Company, and the grantee shall receive a cash payment by the Company in an
amount equal to the number of Shares subject to the Options held by such grantee
multiplied by the difference between (x) and (y) where (y) equals, for Options,
the purchase price per Share covered by the Option and (x) equals (1) the per
share price offered to stockholders of the Company in any such merger,
consolidation, sale of assets or dissolution transaction, (2) the per share
price offered to stockholders of the Company in any tender offer or exchange
offer whereby any such change of Beneficial Ownership or Directors takes place,
or (3) the Fair Market Value of a Share on the date determined by the Committee
(as constituted prior to any change described in clause (iv) or (v)) to be the
date of cancellation and surrender of such Options if any such change of
Beneficial Ownership or Directors occurs other than pursuant to a tender or
exchange offer, whichever is appropriate. In the event that the consideration
offered to stockholders of the Company in any transaction described in this
Section 6.2A consists of anything other than cash, the Committee (as constituted
prior to such transaction) shall determine the fair cash equivalent of the
portion of the consideration offered which is other than cash.
B. Except as otherwise expressly provided herein, the issuance by the Company of
shares of stock of any class or securities convertible into shares of stock of
any class, for cash, property, labor or services, upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of
Shares subject to Restricted Stock or Options theretofore granted or the
purchase price or grant price per share, if applicable.
C. Any adjustment provided for in Section 3.2 or Section 6.2 shall be subject to
any required stockholder action.
6.3 CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The Committee may
correct any defect, supply any omission, or reconcile any inconsistency in the
Plan or any Award in the manner and to the extent it shall deem desirable in the
establishment or administration of the Plan.
6
<PAGE> 7
SECTION 7. GENERAL PROVISIONS
7.1 NO RIGHTS TO AWARDS. No Employee, Participant or other Person shall have any
claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards under the Plan. The terms and conditions of Awards need not be the
same with respect to each Participant.
7.2 WITHHOLDING. The Company or any Affiliate is authorized (i) to withhold from
any Award granted or any payment due or any transfer made under any Award or
under the Plan the amount (in cash, Shares, other securities, other Awards, or
other property) of withholding taxes due in respect of an Award, its exercise,
or any payment or transfer under such Award or under the Plan, and (ii) to take
such other action as may be necessary in the opinion of the Company or Affiliate
to satisfy all obligations for the payment of such taxes. In the case of
Restricted Stock, the Participant is required to pay to the Company or any
Affiliate an amount (in cash, Shares, other securities, other Awards, or other
property) necessary to satisfy applicable taxes required to be withhold by the
Company or any Affiliate, before stock certificates representing the number of
Shares of vested Restricted Stock shall be delivered.
7.3 NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan
shall prevent the Company or any Affiliate from adopting or continuing in effect
other or additional compensation arrangements and such arrangements may be
either generally applicable or applicable only in specific cases.
7.4 NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability or any claim under the Plan
unless otherwise expressly provided in the Plan or in any Award Agreement.
7.5 GOVERNING LAW. The validity, construction and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in accordance
with applicable Federal law, and to the extent not preempted thereby, with the
laws of the State of Texas.
7.6 SEVERABILITY. If any provision of the Plan or any Award is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any
person or Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws. If it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person or Award and the remainder of the Plan and any such Award
shall remain in full force and effect.
7.7 NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.
7.8 NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares, or whether such fractional Shares or any rights
thereto shall be canceled, terminated or otherwise eliminated. In addition, no
fractional Shares shall be accepted by the Company in payment of the exercise
price of an Option.
7.9 HEADINGS. Headings are given to the Sections and Subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
7
<PAGE> 8
7.10 NO LIMITATION. The existence of the Plan and the grants of Awards made
hereunder shall not affect in any way the right or power of the Board of
Directors or the stockholders of the Company (or stockholders of any Affiliate,
as applicable) to make or authorize any adjustment, recapitalization,
reorganization or other change in the capital structure or business of the
Company or any Affiliate, any merger or consolidation of the Company or any
Affiliate, any issue of debt or equity securities ahead of or affecting Shares
or the rights thereof or pertaining thereto, the dissolution or liquidation of
the Company or any Affiliate or any sale or transfer of all or any part of
Company or any Affiliate's assets or business, or any other corporate act or
proceeding.
7.11 NO RIGHT TO RETENTION. Neither the Plan, nor any Award granted pursuant to
the Plan, is a contract or agreement that the Company will retain the services
of a Non-employee Contractor for any period of time, or at any particular rate
of compensation.
7.12 SECURITIES LAWS. Each Award granted under the Plan shall be subject to the
requirement that if at any time the Board of Directors shall determine, in its
discretion, that the listing, registration or qualification of the shares
subject to such grant upon any securities exchange or under any state or federal
law, or that the consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, such grant or
the issue or purchase of shares thereunder, such grant shall be subject to the
condition that such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Board of Directors.
7.13 DELEGATION. Subject to the terms of the Plan, the Committee may delegate to
other Persons the authority and responsibility of designating the recipients of
Awards under the Plan (which recipients may not be any Person to whom the
Committee has so delegated such authority and responsibility).
SECTION 8. TERM OF THE PLAN
The Plan is effective as of the date of its approval by the Board of Directors
of the Company. No Award shall be granted under the Plan after the earlier of
(i) ten (10) years from the date of approval of the Plan or (ii) termination of
the Plan pursuant to Section 6.1. However, unless otherwise expressly provided
in the Plan or in an applicable Award Agreement, any Award theretofore granted
may extend beyond such date, and any authority of the Committee to amend, after,
suspend, discontinue or terminate any such Award, or to waive any conditions or
rights under any such Award, and the authority of the Board of Directors of the
Company to amend the Plan, shall extend beyond such date.
SECTION 9. DEFINITIONS
As used in the Plan, the following terms shall have the meanings set forth
below:
(a) "Affiliate" shall mean (i) any entity that directly or through one or
more intermediaries is controlled by the Company, (ii) any entity in
which the Company has a significant equity interest as determined by the
Committee, and (iii) as used in Section 6.2 and in the term "Associate",
as the term "affiliate" is defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended, or any successor rule or regulation.
(b) "Associate" is used to indicate a relationship with a specified
person and shall mean (i) any corporation, partnership or other
organization to which such specified person is an officer or partner or
is, directly or indirectly, the Beneficial Owner of ten percent (10%) or
more of any class of equity securities, (ii) any trust or other estate in
which such specified person has a substantial beneficial interest or as
to which such specified person serves as trustee or in a similar
fiduciary capacity, (iii) any relative or spouse of such specified
person, or any relative of such spouse, who has the same home as such
specified person or who is a Director or officer of the Company or any of
its parents or Affiliates, and (iv) any person who is a director or
officer of such specified person
8
<PAGE> 9
or any of its parents or Affiliates (other than the Company or any
wholly-owned subsidiary of the Company).
(c) "Award" shall mean any Option or Restricted Stock granted under the
Plan.
(d) "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan.
(e) "Beneficial Owner" shall be defined by reference to Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, or any successor rule or
regulation; provided, however, and without limitation, any individual,
corporation, partnership, group, association or other person or entity
which has the right to acquire any Voting Stock at any time in the
future, whether such right is contingent or absolute, pursuant to any
agreement, arrangement or understanding or upon exercise of conversion
rights, warrants or options, or otherwise, shall be the Beneficial Owner
of such Voting Stock.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
(g) "Committee" shall mean a committee of the Board of Directors of the
Company designated by such Board to administer the Plan and composed of
not less than two outside directors.
(h) "Disability" shall mean, with respect to an Employee of the Company
or one of its Affiliates, such total and permanent disability as
qualifies the Employee for benefits under the long-term or extended
disability plan of the Company or Affiliate covering the Employee at the
time. With respect to a Non-employee Contractor, Disability shall mean
inability to perform duties and services for the Company or an Affiliate
by reason of a medically determinable physical or mental impairment
supported by medical evidence which in the opinion of the Committee can
be expected to result in death or which can be expected to last for a
continuous period of not less than twelve (12) months.
(i) "Employee" shall mean any person employed by the Company or any
Affiliate.
(j) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the
value of such property determined by such methods or procedures as shall
be established from time to time by the Committee; provided, that so long
as the closing price of Shares as reported in the "NYSE-Composite
Transactions" section of the Midwest edition of The Wall Street Journal
is reported, Fair Market Value with respect to Shares on a particular
date shall mean such closing price of Shares as so reported for such date
(or, if no prices are quoted for that date, as so quoted for the last
preceding date for which such prices were so quoted).
(k) "Incentive Stock Option" shall mean an option that is intended to
meet the requirements of Section 422 of the Code, or any successor
provision thereto.
(l) "Involuntary Termination" shall mean termination of a Participant's
employment as an Employee or service as a Non-employee Contractor with
the Company or an Affiliate at the election of the Company or Affiliate,
provided that such termination is not Termination for Cause, and provided
further, that in the case of a Non-employee Contractor, such termination
is not due to the election of the Company or an Affiliate not to renew
the Non-employee Contractor's contract upon its expiration. Involuntary
Termination shall not include a transfer of assignment or location of a
Participant where the Participant is employed by or in the service of the
Company or an Affiliate both before and after the transfer.
(m) "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended.
9
<PAGE> 10
(n) "Non-employee Contractor" shall mean a person who is not an Employee
as defined in this Section 9, who is performing services for the Company
or an Affiliate under a contractual arrangement either directly or
through a third party agency.
(o) "Non-Qualified Stock Option" shall mean an option granted under
Section 5.1 or the Plan that is not intended to be an Incentive Stock
Option.
(p) "Option" shall mean a Non-Qualified Stock Option.
(q) "Participant" shall mean an Employee or other individual described in
Sections 4.1 designated to be granted an Award under the Plan.
(r) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization or
government or political subdivision thereof.
(s) "Released Securities" shall mean securities that were Restricted
Stock with respect to which all applicable restrictions have expired,
lapsed or been waived.
(t) "Restricted Stock" shall mean any Shares granted under Section 5.2 of
the Plan.
(u) "Retirement" shall mean the commencement of retirement benefits to an
Employee of the Company or an Affiliate under the Enron Retirement Plan.
(v) "Shares" shall mean the shares of Common Stock of the Company, $.10
par value, and such other securities or property as may become the
subject of Awards pursuant to an adjustment made under Section 3.2 of the
Plan.
(w) "Termination for Cause: shall mean termination of employment or
service at the election of the Company or an Affiliate because of the
Participant's (i) conviction of a felony relating to or in connection
with Enron or Enron's business (which, through lapse of time or
otherwise, is not subject to appeal); or (ii) willful refusal without
proper legal cause to perform the Participant's duties and
responsibilities; or (iii) willfully engaging in conduct which the
Participant has, or in the opinion of the Committee should have, reason
to know is materially injurious to the Company or an Affiliate. Such
termination of employment or service shall be effected by notice thereof
delivered by the Company or an Affiliate to the Participant and shall be
effective as of the date stated in such notice; provided, however, that
if (a) such termination of employment or service is because of the
Participant's willful refusal without proper cause to perform any one or
more duties and responsibilities and (b) within seven (7) days following
the date of such notice the Participant shall cease such refusal and
shall use all reasonable efforts to perform such obligations, the
termination of employment or service, if made, shall not be for cause.
(x) "Voting Stock" shall mean all outstanding shares of capital stock of
the Company entitled to vote generally in elections for directors,
considered as one class; provided, however, that if the Company has
shares of Voting Stock entitled to more or less than one vote for any
such share, each reference to a proportion of shares of Voting Stock
shall be deemed to refer to such proportion of the votes entitled to be
cast by such shares.
(y) Any terms or provisions used herein which are defined in Sections 83,
421, 422 or 424 of the Code or the regulations thereunder shall have the
meanings as therein defined.
10
<PAGE> 11
Adopted pursuant to resolution of the Board of Directors this 8th day of
February, 1994.
By: KENNETH L. LAY Date: February 16, 1994
--------------------------------
Chairman of the Board and
Chief Executive Officer
By: PEGGY B. MENCHACA Date: February 16, 1994
--------------------------------
Secretary
11
<PAGE> 12
FIRST AMENDMENT TO
ENRON CORP. 1994 STOCK PLAN
WHEREAS, the Company has heretofore approved and adopted the Enron Corp.
1994 Stock Plan (the "Plan"); and
WHEREAS, the Company desires to amend the Plan to permit the issuance of a
total number of 11,000,000 shares of Enron Corp. common stock under the Plan;
NOW, THEREFORE, the Plan is amended as follows:
1. The first paragraph of Section 3.1(i) is deleted and the following is
substituted therefor:
"The number of Shares available for granting Awards under the Plan shall
be 11,000,000 Shares, subject to adjustment as provided in Section 3.2."
AS AMENDED HEREBY, the Plan is specifically ratified and reaffirmed.
Date: May 3, 1994 ENRON CORP.
By: PHILIP J. BAZELIDES
-------------------------
Title: Vice President,
Corporate Human Resources
ATTEST:
PEGGY B. MENCHACA
- ---------------------------------
Title: Vice President & Secretary
<PAGE> 13
SECOND AMENDMENT TO
ENRON CORP. 1994 STOCK PLAN
WHEREAS, ENRON CORP. (the "Company") has heretofore adopted and maintains the
Enron Corp. 1994 Stock Plan (the "Plan"); and
WHEREAS, the Company desires to amend the Plan to extend the time payment may be
made for a cashless exercise of options through a broker financed exercise
pursuant to the provisions of Regulation T of the Federal Reserve Board;
NOW, THEREFORE, the Plan is amended as follows:
1. Subparagraph (ii) of Section 5.1 is rescinded and the following new
subparagraph (ii) is inserted in its place as of the effective date of the Plan:
"(ii) Time and Method of Exercise. Subject to the provisions contained in
the Plan and in a Participant's Award Agreement, unexercised vested Shares
under an Option may be exercised in whole or in part from time to time by
request to the Company. Payment of the exercise price and any applicable
tax withholding amounts must be made at the time of exercise, in whole or
in part, by delivery of a cashier's check, Shares of Stock, other awards,
other property or any combination thereof having a fair market value equal
to such amount or part thereof provided that the fair market value of
Stock so delivered shall be equal to the closing price of the Stock as
reported in the "NYSE -- Composite Transactions" section of the Midwest
Edition of the Wall Street Journal on the date of actual receipt by the
Company of the notice exercising the Option or, if no prices are so
reported on such day, on the last preceding day on which such prices of
Stock are so reported. An Option may be exercised through a broker
financed exercise pursuant to the provisions of Regulation T of the
Federal Reserve Board. If the Company receives payment of the purchase
price for the exercise of the Option through a broker financed exercise
before the end of the fifth business day following the broker's execution
of the sale of Stock for the financed exercise, the exercise shall be
effective at the time of such sale. Otherwise, the exercise shall be
effective when the Company receives payment of the purchase price."
<PAGE> 14
AS AMENDED HEREBY, the Plan is specifically ratified and reaffirmed.
Date: December 13, 1994
ENRON CORP.
By: PHILIP J. BAZELIDES
---------------------
Title: Vice President,
Corporate Human Resources
ATTEST:
PEGGY B. MENCHACA
- ---------------------------------
Title: Vice President & Secretary
<PAGE> 1
EXHIBIT 5
June 30, 1995
Enron Corp.
1400 Smith Street
Houston, Texas 77002-7369
Gentlemen:
As Senior Vice President and General Counsel of Enron Corp., a Delaware
corporation (the "Company"), I am familiar with the filing of a registration
statement on Form S-8 (the "Registration Statement") relating to a proposed
offering and sale of up to an aggregate of 11,000,000 shares (the "Shares") of
Common Stock, par value $.10 per share ("Common Stock"), of the Company which
may be issued pursuant to options granted under the Company's 1994 Stock Plan,
as amended (the "Plan").
Before rendering the opinions hereinafter set forth, I, or attorneys on
my legal staff acting under my direction, examined certain corporate records of
the Company, and such other certificates of officers of the Company, documents
and records as I or such attorneys deemed necessary or appropriate for the
purposes of this opinion.
Based upon the foregoing, I am of the opinion that the Shares to be
issued upon the exercise of options granted pursuant to the Plan have been
validly authorized for issuance and, when (a) the Registration Statement has
become effective under the Securities Act of 1933, as amended, (b) the pertinent
provisions of any state securities laws, as may be applicable, have been
complied with, and (c) the Shares are issued and paid for in accordance with the
terms of the Plan and any stock option agreement pursuant to which such Shares
are issued, the Shares so issued will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, I do not admit that I am within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder.
Very truly yours,
JAMES V. DERRICK, JR.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated February 17, 1995
included in Enron Corp.'s Annual Report on Form 10-K for the year ended December
31, 1994 and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
June 30, 1995
<PAGE> 1
EXHIBIT 23.2
June 27, 1995
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Gentlemen:
DeGolyer and MacNaughton hereby consents to the incorporation by
reference in the Registration Statement on Form S-8, to be filed with the
Securities and Exchange Commission on or about June 30, 1995 (the Registration
Statement), of the references to our firm and to the opinions delivered to Enron
Oil & Gas Company (the Company) relating to our comparison of estimates prepared
by DeGolyer and MacNaughton to those furnished by the Company of proved oil,
condensate, natural gas liquids, and natural gas reserves of certain selected
properties owned by the Company. The opinions are contained in DeGolyer and
MacNaughton's letter reports dated January 20, 1993, January 27, 1994, and
January 13, 1995, for estimates as of January 1, 1993, January 1, 1994, and
January 1, 1995, respectively, and are included in the section "Oil and Gas
Exploration and Production Properties and Reserves -- Reserve Information" in
Enron Corp.'s Annual Report on Form 10-K for the year ended December 31, 1994,
and in Note 18 to the Enron Corp. consolidated financial statements included in
Enron Corp.'s Form 10-K for the year ended December 31, 1994. DeGolyer and
MacNaughton also consents to the incorporation by reference in the Registration
Statement of its letter report, dated January 13, 1995, addressed to the
Company, which is included as Exhibit 24.03 to Enron Corp.'s Annual Report on
Form 10-K for the year ended December 31, 1994.
Very truly yours,
DeGOLYER and MacNAUGHTON
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of shares
of Enron Corp. Common Stock, par value $.10 per share, to be offered pursuant to
the Enron Corp. 1994 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt
S. Huneke and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 3rd
day of May, 1994.
ROBERT A. BELFER
Robert A. Belfer
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of shares
of Enron Corp. Common Stock, par value $.10 per share, to be offered pursuant to
the Enron Corp. 1994 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt
S. Huneke and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 9th
day of May, 1994.
NORMAN P. BLAKE, JR.
Norman P. Blake, Jr.
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of shares
of Enron Corp. Common Stock, par value $.10 per share, to be offered pursuant to
the Enron Corp. 1994 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt
S. Huneke and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 3rd
day of May, 1994.
JOHN H. DUNCAN
John H. Duncan
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of shares
of Enron Corp. Common Stock, par value $.10 per share, to be offered pursuant to
the Enron Corp. 1994 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt
S. Huneke and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 3rd
day of May, 1994.
JOE H. FOY
Joe H. Foy
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of shares
of Enron Corp. Common Stock, par value $.10 per share, to be offered pursuant to
the Enron Corp. 1994 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt
S. Huneke and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), her true and lawful attorney-in-fact and agent, for her and
on her behalf and in her name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set her hand this 3rd
day of May, 1994.
WENDY L. GRAMM
Wendy L. Gramm
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of shares
of Enron Corp. Common Stock, par value $.10 per share, to be offered pursuant to
the Enron Corp. 1994 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt
S. Huneke and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 3rd
day of May, 1994.
ROBERT K. JAEDICKE
Robert K. Jaedicke
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of shares
of Enron Corp. Common Stock, par value $.10 per share, to be offered pursuant to
the Enron Corp. 1994 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt
S. Huneke and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 3rd
day of May, 1994.
RICHARD D. KINDER
Richard D. Kinder
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of shares
of Enron Corp. Common Stock, par value $.10 per share, to be offered pursuant to
the Enron Corp. 1994 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt
S. Huneke and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 3rd
day of May, 1994.
KENNETH L. LAY
Kenneth L. Lay
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of shares
of Enron Corp. Common Stock, par value $.10 per share, to be offered pursuant to
the Enron Corp. 1994 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt
S. Huneke and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 3rd
day of May, 1994.
CHARLES A. LEMAISTRE
Charles A. LeMaistre
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of shares
of Enron Corp. Common Stock, par value $.10 per share, to be offered pursuant to
the Enron Corp. 1994 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt
S. Huneke and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 3rd
day of May, 1994.
JOHN A. URQUHART
John A. Urquhart
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of shares
of Enron Corp. Common Stock, par value $.10 per share, to be offered pursuant to
the Enron Corp. 1994 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt
S. Huneke and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 3rd
day of May, 1994.
CHARLS E. WALKER
Charls E. Walker
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of shares
of Enron Corp. Common Stock, par value $.10 per share, to be offered pursuant to
the Enron Corp. 1994 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt
S. Huneke and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 3rd
day of May, 1994.
HERBERT S. WINOKUR, JR.
Herbert S. Winokur, Jr.
