UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report:
May
4, 2005
(Date
of Earliest Event Reported: April 30, 2005)
EL
PASO CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
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1-14365
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76-0568816 |
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(State or
other jurisdiction of
incorporation
or organization) |
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(Commission
File Number) |
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(I.R.S.
Employer
Identification
No.) |
El
Paso Building
1001
Louisiana Street
Houston,
Texas 77002
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (713) 420-2600
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry Into a Material Definitive Agreement.
On March 30, 2005,
we announced that John W. Somerhalder II, Executive Vice President of
El Paso Corporation, and president of El Paso’s pipeline group, will
be leaving the company. Effective April 30, 2005, El Paso entered
into an Agreement and General Release (the “Agreement”) with
Mr. Somerhalder pursuant to which Mr. Somerhalder’s separation of
employment with the company became effective. Under the Agreement,
El Paso agreed to provide severance benefits to Mr. Somerhalder under
El Paso’s existing severance pay plan in the amount of $642,000.00.
El Paso also agreed to provide Mr. Somerhalder with a prorationing of
his incentive compensation for 2005, which included one third of his target 2005
annual cash incentive bonus in the amount of $203,300.00, a cash equivalent in
the amount of $12,815.00 equal to the pro-rated value of a 2005 equity award had
he received that grant and eight months of continued medical coverage subject to
his payment of the required contributions. Upon his departure,
Mr. Somerhalder had 95,000 vested non-qualified stock options and 49,531
shares of vested restricted stock. These awards are subject to the terms
of the original grant and the plans from which the awards were granted.
Mr. Somerhalder’s total pension benefit will be determined under
El Paso’s pension plan and supplemental benefits plan. The Agreement
becomes irrevocable seven days following signature of the Agreement by
Mr. Somerhalder. A copy of the Agreement is attached hereto as
Exhibit 10.A.
In addition,
El Paso intends to enter into a Professional Services Agreement (“Services
Agreement”) with Mr. Somerhalder pursuant to which Mr. Somerhalder
will provide consulting services to El Paso on various pipeline projects
for a fee of $41,000 per month for a period of twelve months, subject to certain
earlier termination rights set forth in the Services Agreement.
Item 9.01
Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit
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Number
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Description
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10.A
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Agreement and
General Release dated May 4, 2005, by and between El Paso Corporation and
John W. Somerhalder II. |
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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EL
PASO CORPORATION | |
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By: |
/s/
Jeffrey I. Beason |
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Jeffrey
I. Beason |
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Senior Vice
President and Controller |
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(Principal Accounting
Officer) |
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Dated: May
4, 2005
EXHIBIT INDEX
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Exhibit
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Number
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Description
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10.A
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Agreement and
General Release dated May 4, 2005, by and between El Paso Corporation and
John W. Somerhalder II. |