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

Comments to P&S Agreement -- Triple Lutz
Anne, I have reviewed the P&S Agreement for Triple Lutz.
From my perspective, it generally looks fine.
I have a few comments, and invite Pat Mackin to add any he may have, in particular based on his review of Section <NUMBER>.
In Section <NUMBER>(c)(iv), there is a reference to any contract obligations.
I believe this would include employment contracts, which do not appear to be identified specifically on any schedule unless the annual amount exceeds <CUR>000K.
We may want to clarify that the disclosures are consistent with the provisions of Section <NUMBER>(iii).
Section <NUMBER> provides that we will not enter into any employee benefits not required by law.
However, given that closing is pushed out so far in the future, we may want the flexibility to provide incentive bonuses for key personnel to stay with the company through closing.
This may be done with the Buyer's consent, but we may be tying our hands.
Section <NUMBER>(e) contains a similar restriction on making payments to officers/directors.
In addition, Section <NUMBER> states that we won't enter into or amend any employment contracts.
We do not renew employment contracts at a single time, and the contracts of key personnel may expire.
Do we want to tie our hands and be prohibited from amending/extending the agreements?
Section <NUMBER>(l) also prohibits the modification/amendment of contracts with employees.
In Section <NUMBER>, the wording "(other than Environmental Laws)" suggests that we are not in compliance with environmental laws.
Rephrasing that sentence to refer to the provision of the Agreement may be preferable.
In Section <NUMBER>(d), we promise that we haven't provided any gift of any kind to customers.
I don't think we can say that, given that we regularly host client development outings (e.g.
Rodeo BBQ tickets, golf tourneys, etc.)
and provide <COMPANY> goodies to people all the time.
Perhaps a limitation on de minimus gifts would be more accurate.
Also, a reference to our Code of Ethics may work here.
In Section <NUMBER>(a)(iii), does the <CUR>000K threshhold include only cash value, or does it include equity grants that vest over time?
A reference to "cash" payments would clarify, given that people here are compensated by stock options/restricted stock that vest over time.
In Section <NUMBER>(d), I am not sure whether this transaction accelerates vesting -- Pat, do you know?
development outings closing pushed pat mackin add section number contains perspective generally looks renew employment reference cash payments environmental laws suggests restricted stock vest agreement triple lutz