exv10wc






Exhibit 10.C




EL PASO ENERGY CORPORATION




2001 STOCK OPTION PLAN FOR

NON-EMPLOYEE DIRECTORS




Effective as of January 29, 2001





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	SECTION 1 PURPOSE
	 	 	1	 
	 
	 	 	 	 
	SECTION 2 SHARES SUBJECT TO THE PLAN
	 	 	1	 
	 
	 	 	 	 
	SECTION 3 ADMINISTRATION OF THE PLAN
	 	 	1	 
	 
	 	 	 	 
	SECTION 4 PARTICIPATION IN THE PLAN
	 	 	2	 
	 
	 	 	 	 
	SECTION 5 STOCK OPTION GRANTS AND TERMS
	 	 	2	 
	 
	 	 	 	 
	SECTION 6 GENERAL PROVISIONS
	 	 	5	 
	 
	 	 	 	 
	SECTION 7 EFFECTIVE DATE AND DURATION OF PLAN
	 	 	6	 
	 
	 	 	 	 
	SECTION 8 COMPLIANCE WITH SECTION 16
	 	 	6	 
	 
	 	 	 	 
	SECTION 9 AMENDMENT, TERMINATION OR DISCONTINUANCE OF THE PLAN
	 	 	6	 






					
	 	 	 	 	 
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	 	Table of Contents
	2001 Stock Option Plan For Non-Employee Directors	 	 	 	 







 









 








EL PASO ENERGY CORPORATION

2001 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

Effective as of January 29, 2001




SECTION 1 PURPOSE




     The purpose of the E1 Paso Energy Corporation 2001 Stock Option Plan for Non-Employee
Directors (the “Plan”) is to attract and retain the services of experienced and knowledgeable
non-employee Directors of E1 Paso Energy Corporation (the “Company”), and to provide an incentive
for such Directors to increase their proprietary interests in the Company’s long-term success and
progress.



SECTION 2 SHARES SUBJECT TO THE PLAN




     2.1 Subject to Section 2.2, the maximum number of shares of common stock of the Company, par
value $3.00 per share, (the “Common Stock”) for which stock options may be granted under the Plan
is five hundred thousand (500,000) (the “Shares”). The Shares shall be shares held in the
Company’s treasury or issued out of authorized but unissued shares of the Company, or partly out of
each, as shall be determined by the Plan Administrator (defined in Section 3 below).



     2.2 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 Plan Administrator, may make appropriate adjustments in the number of Shares authorized for the
Plan and, with respect to outstanding stock options, the Plan Administrator may make appropriate
adjustments in the number of shares and the option price. In the event of any adjustment in the
number of Shares covered by any stock option, any fractional Shares resulting from such adjustment
shall be disregarded and each such stock option shall cover only the number of full Shares
resulting from such adjustment.



SECTION 3 ADMINISTRATION OF THE PLAN




     Unless otherwise determined by the Board of Directors and subject to Section 9, the Plan shall
be administered by a management committee (the “Plan Administrator”) consisting of the Chief
Executive Officer of the Company and such other senior officers as the Chief Executive Officer
shall designate. The Plan Administrator shall have the sole authority to construe and interpret
the Plan, shall prescribe, amend and rescind rules relating to the Plan from time to time as it
deems proper and in the best interests of the Company, and shall take any other action necessary
for the administration of the Plan.



					
	 	 	 	 	 
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SECTION 4 PARTICIPATION IN THE PLAN




     Each member of the Board elected or appointed who is not otherwise an employee of the Company
or any subsidiary corporation (a “Participant”) shall be eligible to receive stock option grants as
provided in the Plan.



SECTION 5 STOCK OPTION GRANTS AND TERMS




     Each stock option granted to a Participant under the Plan and the issuance of Shares
thereunder shall be subject to the following terms:



5.1 Option Grants




     A Participant shall automatically receive (a) a grant of stock options to purchase up to ten
thousand (10,000) Shares when the Participant is initially elected or appointed as a Director of
the Company and (b) a grant of stock options to purchase up to five thousand (5,000) Shares on each
date the Participant is reelected as a Director of the Company at the annual meeting of
stockholders of the Company, beginning with such annual meeting in 2001. The amount of stock
options each Participant shall receive for each plan year, such amount not to exceed the foregoing
maximums, shall be determined by the Board from time to time. Upon the occurrence of an event
described in Section 2.2 above, the number of stock options granted to a Participant pursuant to
this Section 5.1 shall be adjusted accordingly.



     Each stock option granted under the Plan shall be evidenced by a written instrument delivered
by or on behalf of the Plan Administrator containing terms, provisions and conditions not
inconsistent with the Plan.



5.2 Vesting of Options




     Each stock option granted to a Participant under the Plan shall be fully vested and
immediately exercisable upon grant.



5.3 Option Price




     The option price for a stock option granted under the Plan shall be the fair market value of
the Shares covered by the stock option at the time the stock option is granted to the Participant.
For purposes of the Plan, “fair market value” shall be the mean between the highest and lowest
quoted selling prices at which the Common Stock was sold on such date as reported in the NYSE
Composite Transactions by The Wall Street Journal for such date or, if no Common Stock was traded
on such date, on the next preceding date on which Common Stock was so traded.



					
	 	 	 	 	 
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5.4 Time and Manner of Exercise of a Stock Option




     Each option may be exercised in whole or in part at any time and from time to time; provided,
however, that no fewer than one hundred (100) Shares (or the remaining Shares then purchasable
under the stock option, if less than one hundred (100) Shares) may be purchased upon exercise of
any stock option hereunder and that only whole Shares will be issued pursuant to the exercise of
any stock option.



     The purchase price of shares purchased under stock options shall be paid in full to the
Company incident to the exercise of the stock option by delivery of consideration equal to the
product of the option price and the number of shares purchased (the “Purchase Price”). Such
consideration may be paid (i) in cash or (ii) at the discretion of the Plan Administrator, in
shares of 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. The Plan Administrator can determine that
additional forms of payment will be permitted. To the extent permitted by the Plan Administrator
and applicable laws and regulations (including, but not limited to, federal tax and securities
laws, regulations and state corporate law), an option may also be exercised in a “cashless”
exercise by delivery of a properly executed exercise notice together with irrevocable instructions
to a broker designated by the Plan Administrator to promptly deliver to the Company the 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.



5.5 Term of Options




     Each stock option shall expire ten (10) years from the date of the granting thereof, but shall
be subject to earlier termination as follows:




	 	(a)	 	In the event that a Participant ceases to be a Director of the Company for any
reason other than the death of the Participant, the stock options granted to such
Participant shall expire unless exercised by him or her within thirty-six (36) months
after the date such Participant ceases to be a Director of the Company.
	 
	 	(b)	 	In the event of the death of a Participant, whether during the Participant’s
service as a Director or during the thirty-six (36) month period referred to in Section
5.5(a), the stock options granted to such Participant shall be exercisable, and such
stock options shall expire unless exercised within twelve (12) months after the date of
the Participant’s death, by the legal representatives or the estate of such
Participant, by any person or persons whom the Participant shall have designated in
writing on forms prescribed by and filed with the Company or, if no such designation
has been made, by the person or persons to whom the Participant’s rights have passed by
will or the laws of descent and distribution.





					
	 	 	 	 	 
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5.6 Transferability




     Stock 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 the applicable laws of descent and distribution. Notwithstanding the foregoing and only as
provided by the Plan Administrator, as applicable, stock options may be transferred to a
Participant’s immediate family members, directly or indirectly or by means of a trust, corporate
entity or partnership (a person who thus acquires this option by such transfer, a “Permitted
Transferee”). A transfer of a stock option may only be effected by the Company at the request of
the Participant and shall become effective upon the Permitted Transferee agreeing to such terms as
the Plan Administrator may require and only when recorded in the Company’s record of outstanding
stock options. In the event a stock option is transferred as contemplated hereby, the stock option
may not be subsequently transferred by the Permitted Transferee except a transfer back to the
Participant or by will or the laws of descent and distribution. A transferred stock option may be
exercised by a Permitted Transferee to the same extent as, and subject to the same terms and
conditions as, the Participant (except as otherwise provided herein), as if no transfer had taken
place. As used herein, “immediate family” shall mean, with respect to any person, such person’s
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, and shall include
adoptive relationships. In the event of exercise of a transferred option by a Permitted
Transferee, any amounts due to (or to be withheld by) the Company upon exercise of the option shall
be delivered by (or withheld from amounts due to) the Participant, the Participant’s estate or the
Permitted Transferee, in the reasonable discretion of the Company.



     In addition, to the extent permitted by applicable law and the Rules promulgated under Section
16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Plan
Administrator may permit a recipient of a stock option to designate in writing during the
Participant’s lifetime a beneficiary to receive and exercise stock options in the event of the
Participant’s death (as provided in Section 5.5(b)). Except as otherwise provided for herein, if
any Participant attempts to transfer, assign, pledge, hypothecate or otherwise dispose of any stock
option under the Plan or of any right or privilege conferred thereby, contrary to the provisions of
the Plan or such stock option, or the sale or levy or any attachment or similar process upon the
rights and privileges conferred hereby, all affected stock options held by such Participant shall
be immediately forfeited.



5.7 Deferral Election




					
	 	 	 	 	 
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     At a time and in a manner prescribed by the Plan Administrator, a Participant may elect
irrevocably at any time prior to exercising a stock option granted under the Plan that issuance of
Shares upon exercise of such option shall be deferred until the Participant reaches a pre-specified
age or ceases to serve as a Director of the Company, as elected by the Participant. After the
exercise of any such stock option and prior to the issuance of any deferred shares, the number of
Shares issuable to the Participant shall be credited to a memorandum deferred account and any
dividends or other distributions paid on the Common Stock shall be deemed reinvested in
additional shares of Common Stock until all credited Shares shall become issuable pursuant to the
Participant’s election.



SECTION 6 GENERAL PROVISIONS




     6.1 Neither the Plan, nor the granting of a stock option, nor any other action taken pursuant
to the Plan shall constitute or be evidence of any agreement or understanding, express or implied,
that a Participant has a right to continue as a Director for any period of time or at any
particular rate of compensation.



     6.2 The Company shall not be required to issue any certificate or certificates for Shares upon
the exercise of a stock option granted under the Plan, or record as a holder of record of Shares
the name of the individual exercising an option under the Plan, (a) without obtaining to the
complete satisfaction of the Plan Administrator the approval of all regulatory bodies deemed
necessary by the Plan Administrator, and (b) without complying, to the Plan Administrator’s
complete satisfaction, with all rules and regulations under federal, state or local law deemed
applicable by the Plan Administrator.



     6.3 All costs and expenses of the adoption and administration of the Plan shall be borne by
the Company.



     6.4 The Plan shall be construed and governed in accordance with the laws of the State of
Texas.



     6.5 Appropriate provision shall be made for all taxes required to be withheld in connection
with the exercise or other taxable event with respect to stock options under the applicable laws or
regulations of any governmental authority, whether federal, state or local and whether domestic or
foreign.



     A Participant is solely responsible for obtaining, or failing to obtain, qualified tax advice
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.



SECTION 7 EFFECTIVE DATE AND DURATION OF THE PLAN




					
	 	 	 	 	 
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     The Plan shall be effective as of January 29, 2001, provided that the Plan is approved by the
Company’s stockholders within the earlier of the date of the Company’s next annual meeting of
stockholders and twelve (12) months after the date the Plan is adopted by the Board. The Plan
shall continue in effect until it is terminated by action of the Board or the Company’s
stockholders, but such termination shall not affect the then-outstanding terms of any stock options
or the Company’s obligation to issue Shares under any then-exercised stock options as to which a
deferral election has been made under Section 5.7.



SECTION 8 COMPLIANCE WITH SECTION 16




     The Company’s intention is that, so long as any of the Company’s equity securities are
registered pursuant to Section 12(b) or 12(g) of the Exchange Act, with respect to awards granted
to or held by Section 16 Insiders, the Plan shall comply in all respects with Rule 16b-3 or any
successor rule or rule of similar application under Section 16 of the Exchange Act or rules
thereunder, and, if any Plan provision is later found not to be in compliance with such exemption
under Section 16 of the Exchange Act, that provision shall be deemed modified as necessary to meet
the requirements of such applicable exemption. For purposes of the Plan, “Section 16 Insider”
means any person who receives stock options hereunder and who is subject to the requirements of
Section 16 of the Exchange Act, and the rules and regulations promulgated thereunder.



SECTION 9 AMENDMENT, TERMINATION OR DISCONTINUANCE

OF THE PLAN




     9.1 Subject to the Board and Section 9.2, 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,
including, but not limited to, any amendment necessary to ensure that the Company may obtain any
regulatory approval referred to in Section 6.2; provided, however, that unless the Plan
Administrator determines that such change does not materially impair the value of the stock
options, no change in any stock option theretofore granted may be made which would impair the right
of the Participant to acquire Shares or retain Shares that the Participant may have acquired as a
result of the Plan without the consent of the Participant. The Plan Administrator and the Board of
Directors may not amend the Plan without the approval of the stockholders of the Company to
materially increase the number of shares set forth in Section 2.1 that may be issued under the Plan
or the number of shares set forth in Section 5.1 that may be subject to any option granted under
the Plan



     9.2 The Board may at any time suspend the operation of or terminate the Plan with respect to
any Shares which are not at that time subject to any outstanding stock options.



					
	 	 	 	 	 
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     IN WITNESS WHEREOF, the Company has caused the Plan to be effective as of January 29, 2001.



	 	 	 	 	 	 	 
	 	 	EL PASO ENERGY CORPORATION	 	 
	 
	 	 	 	 	 	 
	  

	 	By
	 	     JOEL RICHARDS III
 

	 	 
	 	 	Title: Executive Vice President	 	 






ATTEST:




	 	 	 	 	 
	By 

Title:

	 	     /s/ DAVID L. SIDDALL
 

Corporate Secretary
	 	 






					
	 	 	 	 	 
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