EXHIBIT 10.Z.1
AMENDMENT NO. 3 TO THE
EL PASO CORPORATION
2005 OMNIBUS INCENTIVE COMPENSATION PLAN
WHEREAS, El Paso Corporation (the
“Company”) maintains the El Paso Corporation 2005 Omnibus
Incentive Compensation Plan (the
“Plan”), effective as of
May 26, 2005;
WHEREAS, under Section 19.1 of the Plan, the Board of Directors or the “Plan Administrator”
(as defined in the Plan) may amend the Plan, in whole or in part;
WHEREAS, it is intended hereby to amend the Plan to comply with Section 409A of the Internal
Revenue Code of 1986, as amended;
NOW, THEREFORE, the Plan is amended as follows:
1. Section 8.4 is hereby amended in its entirety to read as follows:
“8.4 Form and Timing of Payment
The payment described in Section 8.3 shall be made in shares of Common Stock,
or in cash, or partly in shares of Common Stock and partly in cash, at the
discretion of the Plan Administrator and set forth in the Award Agreement. The
value of any fractional shares shall be paid in cash. Payment shall be made in a
lump sum or installments as prescribed by the Plan Administrator and set forth in
the Award Agreement; provided that each Award Agreement shall comply with the timing
of payment requirements set forth in Section 409A of the Code, including, but not
limited to the timing of payments to “specified employees” as defined in Section
409A(a)(2)(B)(i) of the Code. If a number of shares of Common Stock is to be
converted into an amount of cash on any date, or if an amount of cash is to be
converted into a number of shares of Common Stock on any date, such conversion shall
be done at the then-current Fair Market Value of the Common Stock on such date.”
2. Section 10.5 is hereby amended in its entirety to read as follows:
“10.5 Issuance of Shares; Settlement of Awards
When the restrictions imposed by Section 10.2 expire or otherwise lapse with
respect to one or more Restricted Stock Units, Restricted Stock Units shall be
settled (i) in cash or (ii) by the delivery to the Participant of the number of shares of Common
Stock equal to the number of the Participant’s Restricted Stock
Units that are vested, or any combination thereof, as the Plan Administrator shall
determine. The payment hereunder shall comply with the timing of payment
requirements set forth in Section 409A of the Code, including, but not limited to
the timing of payments to “specified employees” as defined in Section
409A(a)(2)(B)(i) of the Code. The delivery of shares pursuant to this Section
10.5
shall be subject to any required share withholding to satisfy tax withholding
obligations pursuant to Section 17.10. Any fractional shares
subject to such Restricted Stock Units shall be paid to the Participant in
cash.”
3. Section 11.4 (a) is hereby amended in its entirety to read as follows:
“(a) Participants shall receive their Incentive Awards in any combination of
cash and/or other Awards under the Plan as determined by the Plan Administrator.
The payment hereunder shall comply with the timing of payment requirements set forth
in Section 409A of the Code, including, but not limited to the timing of payments to
“specified employees” as defined in Section 409A(a)(2)(B)(i) of the Code.”
4. Section 12.4 is hereby amended in its entirety to read as follows:
“12.4 Payment of Cash Awards and Other Stock-Based Awards
Payment, if any, with respect to a Cash Award or an Other Stock-Based Award
shall be made in accordance with the terms of the Award, in cash or shares of Common
Stock as the Plan Administrator determines. The value of any fractional shares
shall be paid in cash. The payment hereunder shall comply with the timing of
payment requirements set forth in Section 409A of the Code, including, but not
limited to the timing of payments to “specified employees” as defined in Section
409A(a)(2)(B)(i) of the Code.”
5. Section 20 is hereby amended in its entirety to read as follows:
“SECTION 20 DEFERRAL ELECTIONS
The Plan Administrator may, to the extent permitted by applicable law,
including, but not limited to Section 409A of the Code, permit Participants to defer
Awards under the Plan. Any such deferrals shall be subject to such terms,
conditions and procedures that the Plan Administrator may establish from time to
time in its sole discretion.”
IN WITNESS WHEREOF, this amendment has been executed by the undersigned, thereunto duly
authorized, effective as of
January 1, 2007.
ATTEST:
-2-
