Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Form 10-K - Annual Report HTML 1.56M
2: EX-10.A.1 Amendment No.1 to 1995 Compensation Plan for HTML 20K
Non-Employee Directors
3: EX-10.B.2 Amendment No.2 to Stock Option Plan for HTML 19K
Non-Employee Directors
37: EX-10.BB.1 Amendment No.1 to 2005 Supplemental Benefits Plan HTML 23K
4: EX-10.C.1 Amendment No.1 to 2001 Stock Option Plan for HTML 19K
Non-Employee Directors
5: EX-10.C.2 Amendment No.2 to 2001 Stock Option Plan for HTML 19K
Non-Employee Directors
6: EX-10.E 1999 Omnibus Incentive Compensation Plan HTML 177K
7: EX-10.E.1 Amendment No.1 to 2001 to the 1999 Omnibus HTML 18K
Incentive Compensation Plan
8: EX-10.F 2001 Omnibus Incentive Compensation Plan HTML 177K
9: EX-10.F.1 Amendment No.1 to to the 2001 Omnibus Incentive HTML 18K
Compensation Plan
10: EX-10.F.2 Amendment No.2 to to the 2001 Omnibus Incentive HTML 19K
Compensation Plan
11: EX-10.F.3 Amendment No.3 to to the 2001 Omnibus Incentive HTML 22K
Compensation Plan
12: EX-10.G Amended Supplemental Benefits Plan HTML 79K
13: EX-10.G.1 Amendment No.1 to Supplemental Benefits Plan HTML 21K
14: EX-10.G.5 Amendment No.5 to Amended Supplemental Benefits HTML 20K
Plan
15: EX-10.H.1 Amendment No.1 to Senior Executive Survivor HTML 19K
Benefit Plan
16: EX-10.H.2 Amendment No.2 to Senior Executive Survivor HTML 23K
Benefit Plan
17: EX-10.I.1 Amendment No.1 to Key Executive Severance HTML 19K
Protection Plan
18: EX-10.I.2 Amendment No.2 to Key Executive Severance HTML 27K
Protection Plan
19: EX-10.I.3 Amendment No.3 to Key Executive Severance HTML 18K
Protection Plan
20: EX-10.I.5 Amendment No.5 to Key Executive Severance HTML 27K
Protection Plan, as Amended
21: EX-10.J.1 Amendment No.1 to 2004 Key Executive Severance HTML 28K
Protection Plan
22: EX-10.K.1 Amendment No.1 to Director Charitable Award Plan HTML 18K
23: EX-10.L Amended Strategic Stock Plan HTML 117K
24: EX-10.L.1 Amendment No.1 to Strategic Stock Plan HTML 18K
25: EX-10.L.2 Amendment No.2 to Strategic Stock Plan HTML 20K
26: EX-10.L.3 Amendment No.3 to Strategic Stock Plan HTML 18K
27: EX-10.L.4 Amendment No.4 to Strategic Stock Plan HTML 19K
28: EX-10.N.1 Termination of the Executive Award Plan of Sonat HTML 18K
Inc
29: EX-10.O Amended Omnibus Plan for Management Employees HTML 106K
30: EX-10.O.1 Amendment No.1 to Omnibus Plan for Management HTML 19K
Employees
31: EX-10.O.2 Amendment No.2 to Omnibus Plan for Management HTML 18K
Employees
32: EX-10.O.3 Amendment No.3 to Omnibus Plan for Management HTML 19K
33: EX-10.O.4 Amendment No.4 to Omnibus Plan for Management HTML 19K
Employees
34: EX-10.P.1 Amendment No.1 to Amended Severance Pay Plan HTML 24K
35: EX-10.Y.1 Amendment No.2 to 2005 Compensation Plan for HTML 19K
Non-Employee Directors
36: EX-10.Z.1 Amendment No.1 to 2005 Omnibus Incentive HTML 22K
Compensation Plan
38: EX-12 Ratio of Earnings to Combined Fixed Charges and HTML 37K
Preferred Stock Dividends
39: EX-21 Subsidiaries HTML 415K
40: EX-23.A Consent of Ernst & Young LLP HTML 24K
41: EX-23.B Consent of Pricewaterhousecoopers LLP HTML 19K
42: EX-23.C Consent of Ryder Scott Company, L.P. HTML 19K
43: EX-31.A Certification of CEO Pursuant to Section 302 HTML 21K
44: EX-31.B Certification of CFO Pursuant to Section 302 HTML 21K
45: EX-32.A Certification of CEO Pursuant to Section 906 HTML 17K
46: EX-32.B Certification of CFO Pursuant to Section 906 HTML 17K
47: EX-99.A Ryder Scott Reserve Report HTML 46K
48: EX-99.B Ryder Scott Reserve Report HTML 45K
EX-10.O — Amended Omnibus Plan for Management Employees
EL PASO ENERGY CORPORATION
OMNIBUS PLAN FOR MANAGEMENT EMPLOYEES
Amended and Restated Effective as of December 3, 1999
SECTION 1 PURPOSE
The purpose of the El Paso Energy Corporation Omnibus Plan for Management Employees,
originally known as the El Paso Natural Gas Company Stock Option Plan for Management Employees,
(the “Plan”) is to promote the interests of El Paso Energy Corporation (the “Company”) and its
stockholders by strengthening its ability to attract and retain key employees in the employ of the
Company and its Subsidiaries (as defined below) by furnishing suitable recognition of their ability
and industry which materially contributes to the success of the Company. The Plan provides for the
grant of stock options, limited stock appreciation rights, stock appreciation rights and restricted
stock in accordance with the terms and conditions set forth below.
SECTION 2 DEFINITIONS
Unless otherwise required by the context, the following terms when used in the Plan shall have
the meanings set forth in this Section 2:
2.1 Beneficiary
The person or persons designated by the Participant pursuant to Section 6.2(f) to whom
payments are to be paid pursuant to the terms of the Plan in the event of the Participant’s death.
A termination for Cause is a termination evidenced by a statement adopted in good faith by the
Management Committee that the Participant (i) willfully and continually failed to substantially
perform the Participant’s duties with the Company (other than a failure resulting from the
Participant’s incapacity due to physical or mental illness) which failure continued for a period of
at least thirty (30) days after a written notice of demand for substantial performance has been
delivered to the Participant specifying the manner in which the Participant has failed to
substantially perform or (ii) willfully engaged in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise; provided, however, that no termination of the
Participant’s employment shall be for Cause as set forth in clause (ii) above until (A) there shall
have been delivered to
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the Participant a copy of a written notice setting forth that the Participant was guilty of
the conduct set forth in clause (ii) above and specifying the particulars thereof in detail, and
(B) the Participant shall have been provided an opportunity to be heard by the Management Committee
(with the assistance of the Participant’s counsel if the Participant so desires). No act, nor
failure to act, on the Participant’s part shall be considered “willful” unless the Participant has
acted, or failed to act, with an absence of good faith and without a reasonable belief that the
Participant’s action or failure to act was in the best interest of the Company. Notwithstanding
anything contained in the Plan to the contrary, no failure to perform by the Participant after
notice of termination is given to the Participant shall constitute Cause.
2.4 Change in Control
As used in the Plan, a Change in Control shall be deemed to occur (i) if any person (as such
term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the
Company representing twenty percent (20%) or more of the combined voting power of the Company’s
then outstanding securities, (ii) upon the first purchase of the Common Stock pursuant to a tender
or exchange offer (other than a tender or exchange offer made by the Company), (iii) upon the
approval by the Company’s stockholders of a merger or consolidation, a sale or disposition of all
or substantially all the Company’s assets or a plan of liquidation or dissolution of the Company,
or (iv) if, during any period of two (2) consecutive years, individuals who at the beginning of
such period constitute the Board of Directors cease for any reason to constitute at least a
majority thereof, unless the election or nomination for the election by the Company’s stockholders
of each new director was approved by a vote of at least two-thirds (2/3) of the directors then
still in office who were directors at the beginning of the period. Notwithstanding the foregoing, a
Change in Control shall not be deemed to occur if the Company either merges or consolidates with or
into another company or sells or disposes of all or substantially all of its assets to another
company, if such merger, consolidation, sale or disposition is in connection with a corporate
restructuring wherein the stockholders of the Company immediately before such merger,
consolidation, sale or disposition own, directly or indirectly, immediately following such merger,
consolidation, sale or disposition at least eighty percent (80%) of the combined voting power of
all outstanding classes of securities of the company resulting from such merger or consolidation,
or to which the Company sells or disposes of its assets, in substantially the same proportion as
their ownership in the Company immediately before such merger, consolidation, sale or disposition.
In addition, the consummation of the merger between the Company and Sonat Inc. as publicly
announced on March 15, 1999, and as the terms of such merger may be amended or modified, shall not
constitute a Change in Control under this Plan with respect to all grants made pursuant to the Plan
to employees who are hired, promoted, or acquired in an acquisition (including, but not limited to,
employees of EnCap Investments L.L.C.) effective on or after January 29, 1999, through the date of
consummation of the Company and Sonat Inc. merger.
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Omnibus Plan for Management Employees
2.5 Code
The Internal Revenue Code of 1986, as amended and in effect from time to time, and the
temporary or final regulations of the Secretary of the U.S. Treasury adopted pursuant to the Code.
2.6 Common Stock
The common stock of the Company, $3 par value per share, or such other class of shares or
other securities as may be applicable pursuant to the provisions of Section 5.
2.7 Exchange Act
The Securities Exchange Act of 1934, as amended.
2.8 Fair Market Value
As applied to a specific date, Fair Market Value shall be deemed to be the mean between the
highest and lowest quoted selling prices at which Common Stock was sold on such date as reported in
the NYSE-Composite Transactions by The Wall Street Journal on such date, or if no Common Stock was
traded on such date, on the next preceding day on which Common Stock was so traded.
Notwithstanding the foregoing, upon the exercise,
(a) during the thirty (30) day period following a Change in Control, of a limited
stock appreciation right or stock appreciation right granted in connection with an Option
more than six (6) months prior to a Change in Control, or
(b) during the seven (7) month period following a Change in Control, of a limited
stock appreciation right or of a stock appreciation right granted in connection with an
Option less than six (6) months prior to a Change in Control,
On or after a Change in Control, Fair Market Value on the date of exercise shall be deemed
to be the greater of (i) the highest price per share of Common Stock as reported in the
NYSE-Composite Transactions by The Wall Street Journal during the sixty (60) day period
ending on the day preceding the date of exercise of the stock appreciation right or limited
stock appreciation right, as the case may be, and (ii) if the Change in Control is one
described in clause (ii) or (iii) of Section 2.4, the highest price per share paid for
Common Stock in connection with such Change in Control.
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Omnibus Plan for Management Employees
2.9 Good Reason
Good Reason shall mean the occurrence of any of the following events or conditions, after a
Change in Control:
(a) a change in the Participant’s status, title, position or responsibilities
(including reporting responsibilities) which, in the Participant’s reasonable judgment,
represents a substantial reduction of the status, title, position or responsibilities as in
effect immediately prior thereto; the assignment to the Participant of any duties or
responsibilities which, in the Participant’s reasonable judgment, are inconsistent with
such status, title, position or responsibilities; or any removal of the Participant from or
failure to reappoint or reelect the Participant to any of such positions, except in
connection with the termination of the Participant’s employment for Cause, for Permanent
Disability, as a result of his or her death, or by the Participant other than for Good
Reason;
(b) a reduction in the Participant’s annual base salary;
(c) the Company requires the Participant (without the consent of the Participant) to
be based at any place outside a thirty-five (35) mile radius of his or her place of
employment prior to a Change in Control, except for reasonably required travel due to the
Company’s business which is not materially greater than such travel requirements prior to
the Change in Control;
(d) the failure by the Company to (i) continue in effect any material compensation or
benefit plan in which the Participant was participating at the time of the Change in
Control, including, but not limited to, the Plan, the El Paso Energy Corporation Pension
Plan and the El Paso Energy Corporation Retirement Savings Plan; or (ii) provide the
Participant with compensation and benefits at least equal (in terms of benefit levels
and/or reward opportunities) to those provided for under each employee benefit plan,
program and practice as in effect immediately prior to the Change in Control (or as in
effect following the Change in Control, if greater);
(e) any material breach by the Company of any provision of the Plan; or
(f) any purported termination of the Participant’s employment for Cause by the Company
which does not otherwise comply with the terms of the Plan.
2.10 Management Committee
A committee consisting of the Chief Executive Officer of the Company and such other officers
as the Chief Executive Officer shall designate.
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2.11 Option
A stock option which is not intended to meet the requirements of an Incentive Stock Option, as
defined in Section 422 of the Code.
2.12 Option Price
The price per share of Common Stock at which each Option is exercisable.
2.13 Participant
An eligible employee to whom an Option, limited stock appreciation right, stock appreciation
right or Restricted Stock is granted under the Plan as set forth in Section 4.
2.14 Permanent Disability or Permanently Disabled
A Participant shall be deemed to have become Permanently Disabled for purposes of the Plan if
the Chief Executive Officer of the Company shall find upon the basis of medical evidence
satisfactory to the Chief Executive Officer that the Participant is totally disabled, whether due
to physical or mental condition, so as to be prevented from engaging in further employment with the
Company or any of its Subsidiaries, and that such disability will be permanent and continuous
during the remainder of the Participant’s life.
2.15 Plan Administrator
The Management Committee shall, pursuant to Section 3, administer the Plan.
2.16 Restricted Stock
Common Stock granted under the Plan that is subject to the requirements of Section 9 and such
other restrictions as the Plan Administrator deems appropriate.
2.17 Subsidiary
An entity that is designated by the Plan Administrator as a subsidiary for purposes of the
Plan and that is a corporation (or other form of business association that is treated as a
corporation for tax purposes) of which shares (or other ownership interests) having more than fifty
percent (50%) of the voting power are owned or controlled, directly or indirectly, by the Company
so as to qualify as a “subsidiary corporation” within the meaning of Section 424(f) of the Code.
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Omnibus Plan for Management Employees
SECTION 3 ADMINISTRATION
3.1 The Plan shall be administered by the Management Committee, unless the Board of Directors
shall otherwise determine the administrator of the Plan. The administrator of the Plan is referred
to herein as the “Plan Administrator.”
3.2 The members of the Management Committee serving as Plan Administrator shall be appointed
by the Chief Executive Officer for such term as the Chief Executive Officer may determine. The
Chief Executive Officer may from time to time remove members from, or add members to, the
Management Committee.
3.3 Except for the terms and conditions explicitly set forth in the Plan, the Plan
Administrator shall have full authority to construe and interpret the Plan, to establish, amend and
rescind rules and regulations relating to the Plan, to select persons eligible to participate in
the Plan, to grant Options, limited stock appreciation rights, stock appreciation rights and
Restricted Stock thereunder, to administer the Plan, to make recommendations to the Board of
Directors, to take all such steps and make all such determinations in connection with the Plan and
the Options, limited stock appreciation rights, stock appreciation rights and Restricted Stock
granted thereunder as it may deem necessary or advisable, which determination shall be final and
binding upon all Participants. The Plan Administrator shall cause the Company at its expense to
take any action related to the Plan which may be required or necessary to comply with the
provisions of any federal or state law or any regulations issued thereunder.
3.4 Each member of the Management Committee acting as Plan Administrator, while serving as
such, shall be considered to be acting in his or her capacity as an officer of the Company.
Members of the Management Committee acting under the Plan shall be fully protected in relying in
good faith upon the advice of counsel and shall incur no liability except for gross negligence or
willful misconduct in the performance of their duties.
SECTION 4 ELIGIBILITY
To be eligible for selection by the Plan Administrator to participate in the Plan, an
individual must be a salaried employee (other than an employee who is a member of a unit covered by
a collective bargaining agreement) of the Company, or of any Subsidiary, as of the date on which
the Plan Administrator grants to such individual an Option, limited stock appreciation right, stock
appreciation right or Restricted Stock and who in the judgment of the Plan Administrator holds a
position of responsibility and is able to contribute substantially to the Company’s continued
success.
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Omnibus Plan for Management Employees
SECTION 5 SHARES AVAILABLE FOR THE PLAN
5.1 Subject to Section 5.2, the maximum number of shares for which Options, limited stock
appreciation rights, stock appreciation rights and Restricted Stock may at any time be granted
under the Plan is twenty-two million (22,000,000) shares of Common Stock, from shares held in the
Company’s treasury or out of authorized but unissued shares of the Company, or partly out of each,
as shall be determined by the Plan Administrator, subject to, and reduced by (on a post-split
basis), the number of shares of Common Stock awarded prior to the occurrence of a two-for-one stock
split effected by the Company in the form of a 100% stock dividend on April 1, 1998. Any Options,
limited stock appreciation rights, stock appreciation rights and shares of Restricted Stock
outstanding under the Plan on April 1, 1998, shall be adjusted on a two-for-one basis to reflect
the stock dividend. For purposes of this Section 5.1, the aggregate number of shares of Common
Stock issued under this Plan at any time shall equal only the number of shares actually issued upon
exercise or settlement of options, limited stock appreciation rights, stock appreciation rights or
Restricted Stock and not returned to the Company upon cancellation, expiration or forfeiture
(regardless of whether the holder of such awards received dividends or other economic benefits) of
any such award or delivered (either actually or by attestation) in payment or satisfaction of the
purchase price, exercise price or tax obligation of the award.
5.2 In the event of a recapitalization, stock split, stock dividend, exchange of shares,
merger, reorganization, change in corporate structure or shares of the Company or similar event,
the Board of Directors, upon the recommendation of the Plan Administrator, may make appropriate
adjustments in the number of shares authorized for the Plan and, with respect to outstanding
Options, limited stock appreciation rights, stock appreciation rights and Restricted Stock, the
Plan Administrator may make appropriate adjustments in the number of shares and the Option Price.
SECTION 6 STOCK OPTIONS
6.1 Options may be granted to eligible employees in such number and at such times during the
term of the Plan as the Plan Administrator shall determine. When determining a grant, the Plan
Administrator may take into account the duties of the respective employees, their present and
potential contributions to the success of the Company, and such other factors as the Plan
Administrator shall deem relevant in accomplishing the purpose of the Plan. The granting of an
Option shall take place when the Plan Administrator determines to grant such an Option to a
particular Participant at the Option Price. Each Option shall be evidenced by a written instrument
delivered by or on behalf of the Company containing provisions not inconsistent with the Plan.
6.2 All Options under the Plan shall be granted subject to the following terms and conditions:
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Omnibus Plan for Management Employees
(a) Option Price
The Option Price shall be the Fair Market Value of the Common Stock on the date the
Option is granted, unless otherwise specified by the Plan Administrator.
(b) Duration of Options
Options shall be exercisable at such time and under such conditions as set forth in
the Option grant, but in no event shall any Option be exercisable later than the tenth
anniversary of the date of its grant.
(c) Exercise of Options
Subject to Section 6.2(j), a Participant may not exercise an Option until the
Participant has completed one (1) year of continuous employment with the Company or any of
its Subsidiaries immediately following the date on which the Option is granted, or such
other shorter or longer period as the Plan Administrator may determine in a particular
case. This requirement is waived in the event of death or Permanent Disability of a
Participant before such period of continuous employment is completed and may be waived or
modified in the agreement evidencing the Option or by written notice to the Participant
from the Plan Administrator. Thereafter, shares of Common Stock covered by an Option may
be purchased at one time or in such installments over the balance of the Option period as
may be provided in the Option grant. Any shares not purchased on the applicable
installment date may be purchased at one time or in such installments at any time prior to
the final expiration of the Option as may be provided in the Option grant. To the extent
that the right to purchase shares has accrued thereunder, Options may be exercised from
time to time by providing written notice to the Company setting forth the number of shares
to which the Option is being exercised.
(d) Payment
The product of the Option Price and the number of shares purchased (the “Purchase
Price”) shall be paid in full to the Company upon the exercise of an Option. The Purchase
Price may be paid either (i) in cash or (ii) at the discretion of the Plan Administrator,
in Common Stock already owned by the Participant for at least six (6) months, or any
combination of cash and Common Stock. The Fair Market Value of such Common Stock as
delivered shall be valued as of the day prior to delivery. To the extent permitted by the
Plan Administrator and applicable laws and regulations (including, but not limited to,
federal tax and securities laws and regulations and state corporate law), an Option may
also be exercised by delivering a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company the
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Omnibus Plan for Management Employees
amount of sale or loan proceeds to pay the Purchase Price. A Participant shall have
none of the rights of a stockholder until the shares of Common Stock are issued to the
Participant.
Notwithstanding any other provision in this Plan to the contrary and unless the Plan
Administrator shall otherwise determine, in the event of a “cashless” exercise, and for
that purpose only under this Plan, a Participant’s compensation shall be equal to the
difference between the actual sales price received for the underlying Common Stock and the
Option Price. For all other purposes under this Plan, the Fair Market Value shall be value
against which compensation is determined.
(e) Restrictions
The Plan Administrator shall determine, with respect to each Option, the nature and
extent of the restrictions, if any, to be imposed on the shares of Common Stock which may
be purchased thereunder, including, but not limited to, restrictions on the transferability
of such shares acquired through the exercise of an Option for such periods as the Plan
Administrator may determine and, further, that in the event a Participant’s employment by
the Company, or a Subsidiary, terminates during the period in which such shares are
nontransferable, the Participant shall be required to sell such shares back to the Company
at such prices as the Plan Administrator may specify in the Option. In addition, the Plan
Administrator may require that a Participant who wants to effectuate a “cashless” exercise
of Options be required to sell the shares of Common Stock acquired in the associated
exercise to the Company, or in the open market through the use of a broker selected by the
Plan Administrator, at such price and on such terms as the Plan Administrator may determine
at the time of grant, or otherwise.
(f) Nontransferability of Options
During a Participant’s lifetime, an Option may be exercisable only by the Participant.
Options granted under the Plan and the rights and privileges conferred thereby shall not be
subject to execution, attachment or similar process and may not be transferred, assigned,
pledged or hypothecated in any manner (whether by operation of law or otherwise) other than
by will or by the applicable laws of descent and distribution, except that to the extent
permitted by applicable law, the Plan Administrator may permit a recipient of an Option to
designate in writing during the Participant’s lifetime a Beneficiary to receive and
exercise Options in the event of such Participant’s death (as provided in Section 6.2(i)).
Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any Option
under the Plan or of any right or privilege conferred thereby, contrary to the provisions
of the Plan, or the sale or levy or any attachment or similar process upon the rights and
privileges conferred hereby, shall be null and void.
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Omnibus Plan for Management Employees
(g) Purchase for Investment
The Plan Administrator shall have the right to require that each Participant or other
person who shall exercise an Option under the Plan, and each person into whose name shares
of Common Stock shall be issued pursuant to the exercise of an Option, represent and agree
that any and all shares of Common Stock purchased pursuant to such Option are being
purchased for investment only and not with a view to the distribution or resale thereof and
that such shares will not be sold except in accordance with such restrictions or
limitations as may be set forth in the Option. This Section 6.2(g) shall be inoperative
during any period of time when the Company has obtained all necessary or advisable
approvals from governmental agencies and has completed all necessary or advisable
registrations or other qualifications of shares of Common Stock as to which Options may
from time to time be granted.
(h) Termination of Employment
Upon the termination of a Participant’s employment for any reason other than death or
Permanent Disability, the Participant’s Option shall be exercisable only to the extent that
it was then exercisable and, unless the term of the Option expires sooner, such Option
shall expire according to the following schedule; provided, that the Plan Administrator may
at any time determine in a particular case that specific limitations and restrictions under
the Plan shall not apply:
(i) Retirement
The Option shall expire, unless exercised, thirty-six (36) months after the
Participant’s retirement from the Company or any Subsidiary.
(ii) Disability
The Option shall expire, unless exercised, thirty-six (36) months after the
Participant’s Permanent Disability.
(iii) Termination
Subject to subparagraph (iv) below, the Option shall expire, unless exercised,
not later than thirty-six (36) months, as specified in the grant letter, after a
Participant resigns or is terminated as an employee of the Company or any of its
Subsidiaries, unless the Plan Administrator shall have determined in a specific
case that the Option should expire sooner or should terminate when the
Participant’s employment status ceases.
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Omnibus Plan for Management Employees
(iv) Termination Following a Change in Control
The Option shall expire, unless exercised, within thirty-six (36) months of a
Participant’s termination of employment (other than a termination by the Company
for Cause or a voluntary termination by the Participant other than for Good Reason)
following a Change in Control, provided that said termination of employment occurs
within two (2) years following a Change in Control.
(v) All Other Terminations
Except as provided in subparagraphs (iii) and (iv) above, the Option shall
expire upon termination of employment.
(i) Death of Participant
Upon the death of a Participant, whether during the Participant’s period of employment
or during the thirty-six (36) month period referred to in Sections 6.2(h)(i), (ii) and
(iii), the Option shall expire, unless the term of the Option expires sooner, twelve (12)
months after the date of the Participant’s death, unless the Option is exercised within
such twelve (12) month period by the Participant’s Beneficiary, legal representatives,
estate or the person or persons to whom the deceased’s Option rights shall have passed by
will or the laws of descent and distribution; provided, that the Plan Administrator may
determine in a particular case that specific limitations and restrictions under the Plan
shall not apply.
(j) Change in Control
Notwithstanding other Plan provisions pertaining to the times at which Options may be
exercised, all outstanding Options, to the extent not then currently exercisable, shall
become exercisable in full upon the occurrence of a Change in Control. No Option shall be
exercisable at a time that would violate the maximum duration of Section 6.2(b).
(k) Deferral Election
A Participant may elect irrevocably (at a time and in a manner determined by the Plan
Administrator or the Company, as appropriate) at any time prior to exercising an option
granted under the Plan that issuance of shares of Common Stock upon exercise of such option
and/or associated stock appreciation right shall be deferred until a pre-specified date in
the future or until the Participant ceases to be employed by the Company or any of its
Subsidiaries, as elected by the Participant. After the exercise of any such option and
prior to the issuance of any deferred shares, the number of shares of Common Stock issuable
to the Participant shall be credited to the deferred stock account (or such other
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account(s) as the Management Committee shall deem necessary and appropriate) under a
memorandum deferred account established pursuant to the Company’s then-existing Deferred
Compensation Plan (as it may be further amended) (the “Deferred Compensation Plan”), and
any dividends or other distributions paid on the Common Stock (or its equivalent) shall be
deemed reinvested in additional shares of Common Stock (or its equivalent) until all
credited deferred shares shall become issuable pursuant to the Participant’s election,
unless the Management Committee of the Deferred Compensation Plan shall otherwise
determine.
SECTION 7 STOCK APPRECIATION RIGHTS
7.1 The Plan Administrator may grant stock appreciation rights to Participants in connection
with any Option granted under the Plan, either at the time of the grant of such Option or at any
time thereafter during the term of the Option. Such stock appreciation rights shall cover the same
shares covered by the Options (or such lesser number of shares of Common Stock as the Plan
Administrator may determine) and shall, except as provided in Section 7.3, be subject to the same
terms and conditions as the related Options and such further terms and conditions not inconsistent
with the Plan as shall from time to time be determined by the Plan Administrator.
7.2 Each stock appreciation right shall entitle the holder of the related Option to surrender
to the Company the related unexercised Option, or any portion thereof, and to receive from the
Company in exchange therefor an amount equal to the excess of the Fair Market Value of one share of
Common Stock on the date the right is exercised over the Option Price per share times the number of
shares covered by the Option, or portion thereof, which is surrendered. Payment shall be made in
shares of Common Stock valued at Fair Market Value as of the date the right is exercised, or in
cash, or partly in shares and partly in cash, at the discretion of the Plan Administrator;
provided, however, that payment shall be made solely in cash with respect to a stock appreciation
right which is exercised within seven (7) months following a Change in Control. Stock appreciation
rights may be exercised from time to time upon actual receipt by the Company of written notice
stating the number of shares of Common Stock with respect to which the stock appreciation rights
are being exercised. The value of any fractional shares shall be paid in cash.
7.3 Stock appreciation rights are subject to the following restrictions:
(a) Each stock appreciation right shall be exercisable at such time or times that the
Option to which they relate shall be exercisable or at such other times as the Plan
Administrator may determine; provided, however, that such rights shall not be exercisable
until the Participant shall have completed six (6) months of continuous employment with the
Company or any of its Subsidiaries immediately following the date on which the stock
appreciation right is granted. In the event of death or Permanent Disability of a
Participant during employment
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but before the Participant has completed such period of continuous employment, such
stock appreciation right shall be exercisable only within the period specified in the
related Option. In the event of a Change in Control, the requirement that a Participant
shall have completed a six (6) month period of continuous employment is waived with respect
to a Participant who is employed by the Company at the time of the Change in Control but
who, within the six (6) month period, voluntarily terminates employment for Good Reason or
is terminated by the Company other than for Cause.
(b) Except in the event of a Change in Control, the Plan Administrator in its sole
discretion may approve or deny in whole or in part a request to exercise a stock
appreciation right. Denial or approval of such request shall not require a subsequent
request to be similarly treated by the Plan Administrator.
(c) The right of a Participant to exercise a stock appreciation right shall be
canceled if and to the extent the related Option is exercised. To the extent that a stock
appreciation right is exercised, the related Option shall be deemed to have been
surrendered, unexercised and canceled.
(d) A holder of stock appreciation rights shall have none of the rights of a
stockholder until shares of Common Stock, if any, are issued to such holder pursuant to
such holder’s exercise of such rights.
(e) The acquisition of Common Stock pursuant to the exercise of a stock appreciation
right shall be subject to the same restrictions as would apply to the acquisition of Common
Stock acquired upon acquisition of the related Option, as set forth in Section 6.2.
SECTION 8 LIMITED STOCK APPRECIATION RIGHTS
8.1 The Plan Administrator may grant limited stock appreciation rights to Participants in
connection with any Options granted under the Plan, either at the time of the grant of such Option
or at any time thereafter during the term of the Option. Such limited stock appreciation rights
shall cover the same shares covered by the Options (or such lesser number of shares of Common Stock
as the Plan Administrator may determine) and shall, except as provided in Section 8.3, be subject
to the same terms and conditions as the related Options and such further terms and conditions not
inconsistent with the Plan as shall from time to time be determined by the Plan Administrator.
8.2 Each limited stock appreciation right shall entitle the holder of the related Option to
surrender to the Company the unexercised portion of the related Option and to receive from the
Company in exchange therefor an amount in cash equal to the excess of the Fair Market Value of one
(1) share of Common Stock on the date the right is
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exercised over the Option Price per share times the number of shares covered by the Option, or
portion thereof, which is surrendered.
8.3 Limited stock appreciation rights are subject to the following restrictions:
(a) Each limited stock appreciation right shall be exercisable in full for a period of
seven (7) months following the date of a Change in Control, provided, however, that limited
stock appreciation rights may not be exercised under any circumstances until the expiration
of the six (6) month period following the date of grant. Limited stock appreciation rights
shall be exercisable only to the same extent and subject to the same conditions as the
Options related thereto are exercisable, as provided in Section 6.2(j).
(b) The right of a Participant to exercise a limited stock appreciation right shall be
canceled if and to the extent the related Option is exercised. To the extent that a limited
stock appreciation right is exercised, the related Option shall be deemed to have been
surrendered, unexercised and canceled.
SECTION 9 RESTRICTED STOCK
9.1 Restricted Stock may be granted to Participants in such number and at such times during
the term of the Plan as the Plan Administrator shall determine, the Plan Administrator taking into
account the duties of the respective Participants, their present and potential contributions to the
success of the Company, and such other factors as the Plan Administrator shall deem relevant in
accomplishing the purposes of the Plan. The granting of Restricted Stock shall take place when the
Plan Administrator by resolution, written consent or other appropriate action determines to grant
such Restricted Stock to a particular Participant. Each grant shall be evidenced by a written
instrument delivered by or on behalf of the Company containing provisions not inconsistent with the
Plan. The Participant receiving a grant of Restricted Stock shall be recorded as a stockholder of
the Company. Each Participant who receives a grant of Restricted Stock shall have all the rights
of a stockholder with respect to such shares (except as provided in the restrictions on
transferability), including the right to vote the shares and receive dividends and other
distributions; provided, however, that no Participant awarded Restricted Stock shall have any right
as a stockholder with respect to any shares subject to the Participant’s Restricted Stock grant
prior to the date of issuance to the Participant of a certificate or certificates for such shares.
9.2 A grant of Restricted Stock shall entitle a Participant to receive, on the date or dates
designated by the Plan Administrator, upon payment to the Company of the par value of the Common
Stock in a manner determined by the Plan Administrator, the number of shares of Common Stock
selected by the Plan Administrator. The Plan Administrator may require, under such terms and
conditions as it deems appropriate or desirable, that the certificates for Restricted Stock
delivered under the Plan may be held
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in custody by a bank or other institution, or that the Company may itself hold such shares in
custody until the Restriction Period (as defined in Section 9.3) expires or until restrictions
thereon otherwise lapse, and may require, as a condition of any issuance of Restricted Stock that
the Participant shall have delivered a stock power endorsed in blank relating to the shares of
Restricted Stock.
9.3 During a period of years following the date of grant, which shall in no event be less than
one (1) year and until required performance targets are achieved, if applicable, as determined by
the Plan Administrator (the “Restriction Period”), the Restricted Stock may not be sold, assigned,
transferred, pledged, hypothecated or otherwise encumbered or disposed of by the recipient, except
in the event of death or Permanent Disability, the transfer to the Company as provided under the
Plan or the Plan Administrator’s waiver or modification of such restrictions in the agreement
evidencing the grant of Restricted Stock, or by resolution of the Plan Administrator adopted at any
time.
9.4 Except as provided in Section 9.5 or 9.6, if a Participant terminates employment with the
Company for any reason before the expiration of the Restriction Period, all shares of Restricted
Stock still subject to restriction shall be forfeited by the Participant to the Company. In
addition, in the event of any attempt by the Participant to sell, exchange, transfer, pledge or
otherwise dispose of shares of Restricted Stock in violation of the terms of the Plan, such shares
shall be forfeited to the Company.
9.5 The Restriction Period for any Participant shall be deemed to end and all restrictions on
shares of Restricted Stock shall lapse, upon the Participant’s death, Permanent Disability,
retirement or any termination of employment determined by the Plan Administrator to end the
Restriction Period.
9.6 The Restriction Period for any Participant shall be deemed to end and all restrictions on
shares of Restricted Stock shall terminate immediately upon a Change in Control.
9.7 When the restrictions imposed by Section 9.3 expire or otherwise lapse with respect to one
or more shares of Restricted Stock, the Company shall deliver to the Participant (or the
Participant’s legal representative, Beneficiary or heir) one (1) share of Common Stock for each
share of Restricted Stock. At that time, the agreement referred to in Section 9.1, as it relates
to such shares, shall be terminated.
9.8 Subject to Section 9.2, a Participant entitled to receive Restricted Stock under the Plan
shall be issued a certificate for such shares. Such certificate shall be registered in the name of
the Participant, and shall bear an appropriate legend reciting the terms, conditions and
restrictions, if any, applicable to such shares and shall be subject to appropriate stop-transfer
orders.
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9.9 A Participant may elect irrevocably (at a time and in the manner determined by the Plan
Administrator or the Company, as appropriate), prior to vesting of Restricted Stock, that the
Participant relinquishes any and all rights in the shares of Restricted Stock in exchange for an
interest in the Deferred Compensation Plan and receipt of such shares shall be deferred until a
pre-specified date in the future or until the Participant ceases to be employed by the Company or
any of its Subsidiaries, as elected by the Participant. At the time the restrictions lapse on the
shares of Restricted Stock (as specified at the time of grant, or otherwise if changed by the Plan
Administrator), the number of shares of Common Stock issuable to the Participant shall be credited
to the deferred stock account (or such other account(s) as the Management Committee shall deem
necessary and appropriate) under a memorandum deferred account established pursuant to the Deferred
Compensation Plan, and any dividends or other distributions paid on the Common Stock (or its
equivalent) shall be deemed reinvested in additional shares of Common Stock (or its equivalent)
until all credited deferred shares shall become issuable pursuant to the Participant’s election,
unless the Management Committee of the Deferred Compensation Plan shall otherwise determine.
SECTION 10 REGULATORY APPROVALS AND LISTING
10.1 The Company shall not be required to issue any certificate for shares of Common Stock
upon the exercise of an Option or a stock appreciation right granted under the Plan, or with
respect to a grant of Restricted Stock prior to:
(a) the obtaining of any approval or ruling from the Securities and Exchange
Commission, the Internal Revenue Service or any other governmental agency which the
Company, in its sole discretion, shall determine to be necessary or advisable;
(b) the listing of such shares on any stock exchange on which the Common Stock may
then be listed; or
(c) the completion of any registration or other qualification of such shares under any
federal or state laws, rulings or regulations of any governmental body which the Company,
in its sole discretion, shall determine to be necessary or advisable.
SECTION 11 EFFECTIVE DATE AND TERM OF THE PLAN
The Plan was originally adopted by the Board of Directors as of December 14, 1993. The Board
of Directors amended and restated the Plan effective as of December 3, 1999 and effective as of
August 1, 1998, in connection with the reorganization of the Company into a holding company
structure whereby El Paso Energy Corporation became the publicly held company and El Paso Natural
Gas Company became a wholly owned
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subsidiary. This Plan was assumed by El Paso Energy Corporation pursuant to an Assignment and
Assumption Agreement effective as of August 1, 1998, by and between El Paso Energy Corporation and
El Paso Natural Gas Company. Options, limited stock appreciation rights, stock appreciation rights
and Restricted Stock may be granted pursuant to the Plan from time to time as the Plan
Administrator shall determine. The Plan shall terminate on December 14, 2003. However, Options,
limited stock appreciation rights, stock appreciation rights and Restricted Stock granted prior to
the expiration of the Plan may extend beyond that date and the terms and conditions of the Plan
shall continue to apply thereto and to shares of Common Stock acquired hereunder.
SECTION 12 GENERAL PROVISIONS
12.1 Nothing contained in the Plan, or in any Option, limited stock appreciation right, stock
appreciation right or Restricted Stock granted pursuant to the Plan, shall confer upon any employee
any right with respect to continuance of employment by the Company or a Subsidiary, nor interfere
in any way with the right of the Company or a Subsidiary to terminate the employment of such
employee at any time with or without assigning any reason therefor.
12.2 Grants, vesting or payment of Options, limited stock appreciation rights, stock
appreciation rights or Restricted Stock shall not be considered as part of a Participant’s salary
or used for the calculation of any other pay, allowance, pension or other benefit unless otherwise
permitted by other benefit plans provided by the Company or its Subsidiaries, or required by law or
by contractual obligations of the Company or its Subsidiaries.
12.3 The right of a Participant or Beneficiary to the payment of any compensation under the
Plan may not be assigned, transferred, pledged or encumbered, nor shall such right or other
interests be subject to attachment, garnishment, execution or other legal process.
12.4 Leaves of absence for such periods and purposes conforming to the personnel policy of the
Company, or of its Subsidiaries, as applicable, shall not be deemed terminations or interruptions
of employment.
12.5 In the event a Participant is transferred from the Company to a Subsidiary, or vice
versa, or is promoted or given different responsibilities, the Options, limited stock appreciation
rights, stock appreciation rights and Restricted Stock granted to the Participant prior to such
date shall not be affected. Notwithstanding the foregoing or any other provision in this Plan, in
the event a Participant becomes an officer or director of the Company subject to Section 16(b) of
the Exchange Act, the Plan Administrator may take any and all action necessary to prevent any
violation of Section 16(b), including, but not limited to, accelerating the vesting of Options,
rights or Restricted Stock, canceling any unvested Options, rights or Restricted Stock and/or
requiring the Participant to
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exercise any and all vested Options or rights at such times as the Plan Administrator may
determine.
12.6 Each grant to a Participant of an Option, limited stock appreciation right, stock
appreciation right and Restricted Stock hereunder shall make reference to this Plan by title and
date to confirm the applicability of the Plan and the source of shares and rights covered by the
grant.
12.7 The Plan shall be construed and governed in accordance with the laws of the State of
Texas, except that it shall be construed and governed in accordance with applicable federal law in
the event that such federal law preempts state law.
12.8 Appropriate provision shall be made for all taxes required to be withheld in connection
with the exercise, grant or other taxable event with respect to Options, limited stock appreciation
rights, stock appreciation rights and Restricted Stock under the applicable laws and regulations of
any governmental authority, whether federal, state or local and whether domestic or foreign,
including, but not limited to, the required withholding of a sufficient number of shares of Common
Stock otherwise issuable to a Participant to satisfy the said required minimum tax withholding
obligations. Unless otherwise provided in the grant, a Participant is permitted to deliver shares
of Common Stock for payment of withholding taxes on the exercise of an option, stock appreciation
right, or limited stock appreciation right or upon the grant or vesting of Restricted Stock. At
the election of the Plan Administrator or, subject to approval of the Plan Administrator at its
sole discretion, at the election of a Participant, shares of Common Stock may be withheld from the
shares issuable to the Participant upon the exercise of an option or stock appreciation right or
upon the vesting of the Restricted Stock to satisfy tax withholding obligations. The Fair Market
Value of Common Stock as delivered pursuant to this Section 12.8 shall be valued as of the day
prior to delivery, and shall be calculated in accordance with Section 2.8.
Any Participant that makes a Section 83(b) election under the Code shall, within ten (10) days
of making such election, notify the Company in writing of such election and shall provide the
Company with a copy of such election form filed with the Internal Revenue Service.
Tax advice should be obtained by the Participant prior to the Participant’s (i) entering into
any transaction under or with respect to the Plan, (ii) designating or choosing the times of
distributions under the Plan, or (iii) disposing of any shares of Common Stock issued under the
Plan.
12.9 Any amounts (deferred or otherwise) to be paid to Participants pursuant to the Plan are
unfunded obligations. Neither the Company nor any Subsidiary is required to segregate any monies
from its general funds, to create any trusts or to make any special deposits with respect to this
obligation. The Management Committee, in its sole discretion, may direct the Company to share with
its subsidiaries the costs of a portion of
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the incentive awards paid to Participants who are executives of those companies. Beneficial
ownership of any investments, including trust investments which the Company may make to fulfill
this obligation, shall at all times remain in the Company. Any investments and the creation or
maintenance of any trust or any Participant account shall not create or constitute a trust or a
fiduciary relationship between the Plan Administrator, the Management Committee, the Company or any
Subsidiary and a Participant, or otherwise create any vested or beneficial interest in any
Participant or the Participant’s Beneficiary or the Participant’s creditors in any assets of the
Company or its Subsidiaries whatsoever. The Participants shall have no claim against the Company
for any changes in the value of any assets which may be invested or reinvested by the Company with
respect to the Plan.
SECTION 13 AMENDMENT, TERMINATION OR DISCONTINUANCE OF THE PLAN
13.1 Subject to Section 13.2, the Plan Administrator may from time to time make such
amendments to the Plan as it may deem proper and in the best interest of the Company without
further approval of the Board of Directors, including, but not limited to, any amendment necessary
to ensure that the Company may obtain any regulatory approval referred to in Section 10; provided,
however, that no change in any Option, limited stock appreciation right, stock appreciation right
or Restricted Stock theretofore granted may be made without the consent of the Participant which
would impair the right of the Participant to acquire or retain Common Stock or cash that the
Participant may have acquired as a result of the Plan.
13.2 The Plan Administrator may not amend the Plan without the approval of the Board of
Directors to:
(a) increase the number of shares or rights that may be issued under the Plan; or
(b) otherwise materially increase the benefits accruing to the Participants under the
Plan.
13.3 The Plan Administrator may at any time suspend the operation of or terminate the Plan
with respect to any shares of Common Stock not subject to Option, limited stock appreciation right,
stock appreciation right or Restricted Stock at the time.
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IN WITNESS WHEREOF, the Company has caused the Plan to be amended and restated effective as of
December 3, 1999.