exv10wp







EXHIBIT 10.P




EL PASO CORPORATION

SEVERANCE PAY PLAN

(As Amended and Restated Effective as of October 1, 2002)





 









 








EL PASO CORPORATION

SEVERANCE PAY PLAN

(As Amended and Restated Effective as of October 1, 2002)




SECTION 1

PURPOSE




          The purpose of the Plan is to provide Severance Pay, outplacement benefits and continued
health benefits to each Eligible Employee whose employment is terminated by his or her Employer in
a Qualifying Termination. The Plan is not intended to provide Severance Pay or benefits to any
Eligible Employee who does not suffer a loss of employment.




          The Plan was initially adopted on January 1, 1998. Effective as of October 1, 2002, the Plan
has been amended and restated as set forth herein. It is intended that the Plan as in effect prior
to its amendment and restatement shall apply to the termination of employment of any Eligible
Employee occurring prior to October 1, 2002 and that the Plan as amended and restated shall apply
to the termination of employment of any Eligible Employee occurring on or after October 1, 2002.




SECTION 2

DEFINITIONS




          For purposes of the Plan, the following terms shall have the following meanings:




     2.1 “Affiliate” shall mean, with respect to any person or entity, any entity directly or
indirectly controlled by, controlling or under common control with such person or entity.



     2.2 “Annual Base Pay” shall mean the product of twelve (12) times an Eligible Employee’s
Monthly Base Pay.



     2.3 “Company” shall mean El Paso Corporation.



     2.4 “Comparable Job” shall mean, as it relates to any Eligible Employee on any date, a
position with a Monthly Base Pay at least equal to the Eligible Employee’s Monthly Base Pay on such
date.



     2.5 “Eligible Employee” shall mean each regular, full-time, active, salaried employee (other
than (A) any employee who is subject to the provisions of a collective



 









 







bargaining agreement or (B)
any employee whose employment is terminated pursuant to the Company’s employment practices relating
to its disability plans), employed by a Participating Employer on his or her Termination Date and
regularly scheduled to work at least thirty (30) hours per week. An individual classified as an
independent contractor by a Participating Employer shall not be deemed to be an Eligible Employee
even if such individual is deemed to be a common law employee for any other purpose.



     2.6 “Employer” shall mean, as it relates to any Eligible Employee on any date, the entity that
employs the Eligible Employee on such date.



     2.7 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.



     2.8 “Length of Service Date” shall mean, as it relates to any Eligible Employee, the most
recent date of entry by the Eligible Employee into service with an Employer which is used by the
Employer for purposes of determining the commencement of an Eligible Employee’s continuous service
with the Employer.



     2.9 “Monthly Base Pay” shall mean, as it relates to any Eligible Employee, the amount the
Eligible Employee is entitled to receive as monthly base salary or monthly wages at the rate in
effect on the Eligible Employee’s Termination Date.



     2.10 “Participating Employer” shall mean the Employers set forth on Exhibit A attached hereto.



     2.11 “Plan” shall mean the El Paso Corporation Severance Pay Plan (As Amended and Restated
Effective as of October 1, 2002).



     2.12 “Plan Administrator” shall mean the Executive Vice President, Human Resources and
Administration, of the Company.



     2.13 “Plan Year” of the Plan shall be the calendar year.



     2.14 “Qualifying Termination” shall mean the termination of employment of an Eligible Employee
which entitles the Eligible Employee to Severance Pay, as provided in Section 3.1(a).



     2.15 “Separation Agreement” shall mean the agreement, substantially in the form attached
hereto as Exhibit C and with such changes as the Plan Administrator in its sole discretion may deem
necessary or desirable, which an Eligible Employee must execute in order to receive Severance Pay
under the Plan.



     2.16 “Severance Pay” shall mean the cash benefit payable under the Plan pursuant to Section
4.1.



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     2.17 “Termination Date” shall mean, as it relates to any Eligible Employee, the date
designated by his or her Employer as the Eligible Employee’s date of termination of employment with
the Employer.



     2.18 “Years of Service” shall mean, as it relates to any Eligible Employee, the period elapsed
from the Eligible Employee’s Length of Service Date to the Eligible Employee’s Termination Date
expressed in a number of whole and partial years. An Eligible Employee’s Years of Service is
subject to adjustment pursuant to Section 5 hereof.



SECTION 3

ENTITLEMENT TO SEVERANCE PAY




3.1 Eligibility for Severance Pay




          (a) Subject to Sections 3.1(b), 3.3, 4.3, and 5, an Eligible Employee will become entitled to
Severance Pay under the Plan if his or her employment is involuntarily terminated by an Employer
for any of the following reasons (any such termination of employment is herein referred to as a
“Qualifying Termination”):





	 	(i)	 	termination upon elimination of an Eligible
Employee’s position; or
	 
	 	(ii)	 	termination as a result of a reduction in
force.





          (b) (i) An Eligible Employee shall not be entitled to Severance Pay if (A) he or she fails to
remain in his or her position through the Termination Date, or (B) his or her employment is
terminated by an Employer for cause (which shall include, but not be limited to, (w) a violation of
the Code of Conduct of the Company, (x) inadequate or substandard performance, (y) the termination
of employment of the Eligible Employee in connection with the Eligible Employee’s refusal to accept
a Comparable Job with the Company or one of its Affiliates and (z) the Eligible Employee’s death)).




               (ii) An Eligible Employee shall not be entitled to Severance Pay if his or her employment is
terminated by an Employer in connection with (x) a sale or other disposition of assets by his or
her Employer or (y) the outsourcing of any operations or functions performed by his or her Employer
(or, in the case of (x) and (y), the sale or other disposition or outsourcing of an Affiliate of
the Company to which the services of the Eligible Employee primarily relate, as determined by the
Plan Administrator in his or her sole discretion) if, in the case of (x) or (y), the Eligible
Employee is offered a Comparable Job (whether or not the Eligible Employee accepts such offer) by
the purchaser or recipient of such assets or any Affiliate of such purchaser



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or recipient, by the
Company or any of its Affiliates or by the entity that assumes the operations or functions that are
outsourced or an Affiliate of that entity.




          (c) An Eligible Employee will cease to be an Eligible Employee on the date on which a majority
of the voting securities of his or her Employer ceases to be owned directly or indirectly by the
Company, and no Severance Pay will be payable under the Plan if, immediately after the transaction
giving rise to the cessation of his or her status as an Eligible Employee, the Eligible Employee is
in the same position or a Comparable Job as held immediately before the transaction.




3.2 Death of an Eligible Employee




          If an Eligible Employee whose employment terminates in a Qualifying Termination dies after his
or her Termination Date but before the Eligible Employee receives the Severance Pay to which he or
she is entitled, the Severance Pay will be paid to the Eligible Employee’s surviving spouse or, if
the Eligible Employee does not have a surviving spouse, to the Eligible Employee’s estate;
provided, however, that no Severance Pay will be paid pursuant to this Section 3.2 unless the
surviving spouse or the executor of the Eligible Employee’s estate, or both, upon the request of
the Plan Administrator, properly execute and deliver to the Company a Separation Agreement and such
Separation Agreement has become irrevocable as provided therein.




3.3 Requirement for Separation Agreement




          No Severance Pay will be paid to any Eligible Employee unless that Eligible Employee, in the
sole determination of the Plan Administrator, has properly executed and delivered to the Company a Separation Agreement and such Separation Agreement has become
irrevocable as provided therein. To be “properly executed,” such Separation Agreement must (among
other requirements the Plan Administrator may establish) be executed on or after the Eligible
Employee’s Termination Date.




SECTION 4

AMOUNT OF SEVERANCE PAY; OUTPLACEMENT BENEFITS;

CONTINUED HEALTH BENEFITS




4.1 Amount of Severance Pay




          (a) Subject to Sections 3.1(b), 3.3, 4.1(b), 4.3, and 5, in the event of a Qualifying
Termination of an Eligible Employee, the amount of Severance Pay to which the Eligible Employee
shall be entitled, upon satisfaction of the conditions to payment of Severance Pay set forth in
this Plan (such satisfaction to be determined by the Plan Administrator in his or her sole
discretion), shall be an amount equal to the sum of (i) one-half (1/2) of the Eligible Employee’s
Monthly Base Pay times a fraction, the



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numerator of which is the Eligible Employee’s Annual Base
Pay and the denominator of which is $10,000, and (ii) one-half (1/2) of the Eligible Employee’s
Monthly Base Pay times the Eligible Employee’s Years of Service.




          (b) The maximum amount of Severance Pay to which an Eligible Employee shall be entitled under
the Plan shall be an amount equal to the Eligible Employee’s Annual Base Pay, and the minimum
amount of Severance Pay to which an Eligible Employee shall be entitled under the Plan shall be an
amount equal to three (3) times the Eligible Employee’s Monthly Base Pay.




4.2 Form and Time of Payment




          Severance Pay shall be paid in a lump sum in cash, less any applicable federal, state, local
and foreign taxes required to be withheld. Severance Pay shall be paid as soon as administratively
practicable after the expiration of the period during which the Eligible Employee may revoke the
Separation Agreement pursuant to the terms of the Separation Agreement. The Severance Pay payable
to any Eligible Employee shall be solely the obligation of the Employer by whom the Eligible
Employee was employed on his or her Termination Date.




4.3 Reduction of Severance Pay to Avoid Duplication




          (a) If an Eligible Employee is a party to an employment, severance, termination, salary
continuation or other, similar agreement with the Company or any of its Affiliates, or is a
participant in any other severance plan, practice or policy of the Company or any of its
Affiliates, the Severance Pay to which the Eligible Employee may be entitled under this Plan shall
be reduced (but not below zero) by the amount of severance pay to which he or she may be entitled
under such other agreement, plan, practice or policy; provided, that the reduction set forth in
this Section 4.3 shall not apply to retention bonuses, project bonuses or transition pay (the
payments subject to this proviso to be determined by the Plan Administrator in his or her sole
discretion); provided, further, that the reduction set forth in this sentence shall not apply as to any such other agreement, plan, practice or policy which
contains a reduction provision substantially similar to this sentence, so long as the Plan
Administrator establishes to his or her satisfaction that the reduction provision of such other
agreement, plan, practice or policy shall be applied. The Severance Pay to which an Eligible
Employee is otherwise entitled shall be further reduced (but not below zero) by any payments and
benefits to which the Eligible Employee may be entitled under any federal, state or local
plant-closing (or similar or analogous) law (including, but not limited to, entitlement to pay and
continued employee benefits (or the cash value of either of the foregoing) pursuant to the Worker
Adjustment and Retraining Notification Act).




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          (b) To the extent permitted by applicable law, the Severance Pay to which any Eligible
Employee is entitled may, in the sole discretion of the Plan Administrator, be reduced by the
amount of any indebtedness of the Eligible Employee to the Company or any of its Affiliates, and
the amount of any such reduction shall be applied as a repayment or forgiveness of such
indebtedness to such extent.




4.4 Outplacement Benefits




          Each Eligible Employee whose termination of employment entitles him or her to Severance Pay
shall be entitled to receive outplacement benefits from the Company at its expense. The scope,
nature and duration of such outplacement benefits shall be as determined by the Company in its sole
discretion.




4.5 Continued Health Benefits




          Each Eligible Employee whose termination of employment entitles him or her to Severance Pay
shall be entitled to receive the continued health benefits from the Company set forth on the
attached Exhibit B.




SECTION 5

REEMPLOYMENT BY THE COMPANY OR ANY OF ITS AFFILIATES




          In the event an Eligible Employee receives Severance Pay under the Plan and is, subsequent to
the receipt of such Severance Pay, offered reemployment with the Company or any of its Affiliates
(including, but not limited to, any Participating Employer), such reemployment shall be contingent
upon payment to the Company of cash equal to that portion of the Severance Pay in excess of an
amount equal to the salary or other wages that would have been paid to the Eligible Employee during
the period between the Eligible Employee’s Termination Date and the reemployment date. The amount
required to be repaid by the Eligible Employee will reflect the taxes withheld at the time the
Severance Pay was paid and the taxes applicable to the Eligible Employee’s salary or other wages
that would have been paid during the period between the Eligible Employee’s Termination Date and
the reemployment date. Upon such repayment (or a repayment required by any other severance plan of
the Company or any of its Affiliates), the Plan Administrator shall determine the portion of the
Eligible Employee’s Years of Service that shall be re-credited to the Eligible Employee. In no
event shall the Plan Administrator re-credit an Eligible Employee’s Years of Service if the Eligible Employee is not required to repay any
portion of his or her Severance Pay.




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SECTION 6

ADMINISTRATION, AMENDMENT AND TERMINATION




     6.1 Administration



          (a) The Plan Administrator shall be administrator and “Named Fiduciary” (within the meaning of
Section 402(a) of ERISA) of the Plan and shall have full authority to control and manage the
operation and administration of the Plan, and to take all such action in respect of the Plan as he
or she deems necessary or appropriate. The Plan Administrator may delegate any of the duties and
responsibilities set forth in this Section 6.1 to one or more persons designated by him or her.




          (b) The Plan will be interpreted by the Plan Administrator in accordance with the terms and
conditions of the Plan and their intended meanings. The Plan Administrator will have the
discretion to make any findings of fact needed in the administration of the Plan and will have the
discretion to interpret or construe ambiguous, unclear or implied (but omitted) terms in any
fashion he or she deems to be appropriate in his or her sole judgment. The validity of any such
finding of fact, interpretation, construction or decision will not be given de novo review if
challenged in court, by arbitration or any other forum and will be upheld unless clearly arbitrary
or capricious.




          (c) To the extent the Plan Administrator has been granted discretionary authority under the
Plan, the Plan Administrator’s exercise of such authority will not obligate him or her to exercise
his or her authority in a like fashion thereafter. If due to errors in drafting any Plan provision
does not accurately reflect its intended meaning, as demonstrated by consistent interpretations,
customary practice of the Company and its Affiliates or other evidence of intent, or as determined
by the Plan Administrator in his or her sole and exclusive judgment, the provision will be
considered ambiguous and will be interpreted by the Plan Administrator in a fashion consistent with
its intent, as determined by the Plan Administrator in his or her sole discretion.




          (d) The Plan Administrator may amend the Plan retroactively to cure any such ambiguity. This
Section 6.1 may not be invoked by any person to require the Plan to be interpreted in a manner
which is inconsistent with its interpretation by the Plan Administrator. All actions and all
determinations made in good faith by the Plan Administrator shall be final and binding upon all
persons claiming any interest in or under the Plan.




     6.2 Amendment and Termination



          (a) Subject to Section 6.2(c), the Company reserves the right to amend, terminate or otherwise
modify all or any part of the Plan at any time, and from time to time, without the consent of or
notice to any person. In addition, subject to Section 6.2(c), the Company may, by one or more
written supplements to this Plan, adopt



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provisions to this Plan applicable to one or more Eligible
Employees which enlarge or diminish the rights of such Eligible Employees under the Plan. Such written supplements may be adopted and revoked by the
Company at any time, and from time to time, without the consent of or notice to any person.




          (b) The Plan Administrator shall have the authority to amend the Plan; provided, however, that
any amendment of the Plan involving a substantial change to the amount of Severance Pay that may be
payable under the Plan shall be approved in advance by formal action of the Chief Executive Officer
of the Company (or his or her designee).




          (c) Neither the termination of the Plan nor any amendment, modification or written supplement
to the Plan by the Company or the Plan Administrator may reduce the Severance Pay which may be
payable under the Plan to any Eligible Employee whose Termination Date is on or prior to the
effective date of such termination, amendment, modification or supplement.




SECTION 7

GENERAL PROVISIONS




     7.1 Unfunded Obligation



          Severance Pay and benefits under the Plan shall be an unfunded obligation of the Employer of
such Eligible Employee and shall be payable only from such Employer’s general assets.




     7.2 Applicable Law



          The Plan and all rights thereunder shall be governed and construed in accordance with
applicable federal law and, to the extent not preempted by federal law, with the laws of the State
of Texas, wherein venue shall lie for any dispute arising hereunder.




     7.3 Severability



          If a court of competent jurisdiction holds any provision of the Plan invalid or unenforceable,
the Plan shall be construed or enforced as if such provision had not been included herein, and the
remaining provisions of the Plan shall continue to be fully effective.




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     7.4 Employment at Will



          Each Eligible Employee shall be an employee-at-will of the Eligible Employee’s Employer. No
provision of the Plan shall be construed to constitute a contract of employment or impose on any
Employer any obligation to (a) retain any Eligible Employee, (b) make any payments upon termination
of employment (except as otherwise provided herein), (c) change the status of any Eligible
Employee’s employment or (d) change any employment policies of any Employer.




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          IN WITNESS WHEREOF, the Company has caused the Plan as amended and restated to be executed
effective as of October 1, 2002.




	 	 	 	 	 	 	 
	 	 	EL PASO CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	/s/ David E. Zerhusen
 

	 	 
	 	 	By:
	 	David E. Zerhusen	 	 
	 	 	Its: Executive Vice President	 	 






ATTEST:




	 	 	 	 	 
	 

	 	/s/ Linda F. Camarillo
 

	 	 
	By:
	 	Linda F. Camarillo	 	 
	Its: Director, Corp. Benefits	 	 







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Exhibit A

List of Participating Employers




	 
	ANR Pipeline

	Coastal Chemical, Inc.

	Coastal Coal LLC

	Coastal Coal WV LLC

	Coastal Oil New England

	Coastal Oil New York

	Coastal Unilube, Inc.

	Colorado Interstate Gas Company

	Coscol Petroleum Corporation

	El Paso Corporation

	El Paso Energy Service Company

	El Paso Field Services Management, Inc.

	El Paso Global Networks Company

	El Paso Javelina Company, LP

	El Paso Merchant Energy — Petroleum Company

	El Paso Merchant Energy N. America

	El Paso Natural Gas Company

	El Paso Power Operations Company

	El Paso Production Company

	Southern Natural Gas Company

	Tennessee Gas Pipeline








 









 








Exhibit B

Continued Health Benefits




I. Subject to Section II, with respect to an Eligible Employee who has become entitled to Severance
Pay by reason of a Qualifying Termination (as set forth more fully in Section 3.1(a) of the Plan),
the Eligible Employee shall be entitled to receive continued medical and dental coverage under the
plan in which the Eligible Employee participated immediately prior to the Eligible Employee’s
Termination Date for three (3) months following the month in which the Termination Date occurs.



II. General Terms and Conditions Applicable to Continued Health Benefits




     (a) The coverage to be provided under the Plan shall be secondary to any other coverage that
an Eligible Employee may have as an employee on any date.



     (b) The Company’s obligation to provide the continued health coverage set forth in this
Exhibit B shall be subject to the payment of required contributions. The amount of required
contributions to be paid by Eligible Employees shall be established by the Plan Administrator in
his or her sole discretion. The amount of contributions required to be paid by one or more
Eligible Employees may differ from the contributions required to be paid by other Eligible
Employees.



     (c) The Company’s obligation to provide the continued health coverage set forth in this
Exhibit B shall be subject to an Eligible Employee’s satisfaction of generally applicable
administrative procedures as the Plan Administrator may establish.




 









 








Exhibit C

Form of Separation Agreement




     1. I,                                         , understand that in return for my release of claims set forth
in Paragraphs 3, 4, and 11 of this Separation Agreement and my promise not to sue set forth in
Paragraph 5 of this Separation Agreement, I am entitled to severance benefits in the amounts set
forth in Exhibit A (the “Payment”) to this Separation Agreement pursuant to the severance pay plan
in which I participate in (“the Plan”). I acknowledge that this Payment is in addition to any
amounts that are owed to me for the services that I have performed for the Employer. I further
acknowledge that I will receive the Payments set forth in Exhibit A if and only if I sign this
Separation Agreement, and only after this Separation Agreement becomes irrevocable in accordance
with Paragraph 9. As used in this Separation Agreement, the term “Employer” shall consist of El
Paso Corporation, their present and former parents and their trusts and plans, their direct or
indirect subsidiaries, and their affiliates and related companies or entities, regardless of its or
their form of business organization.



     2. I understand that if I do not sign this Separation Agreement or if I revoke this Separation
Agreement, I will not be eligible for the Payment but will only be entitled to normal termination
benefits. The normal termination benefits that are available to me are set forth in Exhibit B to
this Separation Agreement. I acknowledge that I will receive those normal termination benefits
described in Exhibit B even if I do not sign this Separation Agreement.



     3. In return for the Payment in the amounts set forth in Exhibit A, I hereby
release the Employer, the affiliates of each of them, the employee benefit plans of each of
them, the directors, officers, employees, agents, stockholders, administrators of each of them and
all other persons acting on behalf of each of them, together with the predecessors, successors and
assignees of each of the foregoing (collectively referred to as the “Parties Released”) from all
liabilities, demands, claims, actions, causes of action, and suits of whatsoever nature that I may
have against the Parties Released arising from or in any way related to my employment with the
Employer and from the termination of my employment, whether known or unknown to me, or suspected or
unsuspected, that I may have individually or as a member of a class. I also release the Parties
Released from any and all liabilities, demands, claims or suits that I may have against any of the
Parties Released arising from any act occurring prior to the execution of this Separation
Agreement, whether known or unknown to me, or suspected or unsuspected, that I may have
individually or as a member of a class.



     4. Notwithstanding the release set forth in Paragraph 3, this Separation Agreement does not
release any claim (i) for continuation health care coverage under COBRA, (ii) for benefits arising
from any retirement plan or welfare plan in which I was a participant during my employment, (iii)
for workers compensation benefits available to



 









 







me, and (iv) for rights arising under the Plan and
this Separation Agreement. The release set forth in Paragraph 3 does apply to and release any
claim for unlawful discharge or discrimination that I might assert arising under any state workers
compensation act, and any claim that I might assert for unlawful discharge or discrimination for
exercising any right under any benefit plan of the Employer.



     5. Subject to Section 8(g), I agree that I will never sue the Parties Released concerning any
claim I may have relating to my employment with the Employer or the termination of that employment.
In the event that any dispute arises in connection with, relating to, or concerning this
Separation Agreement, or in the event of any claim for breach or violation of any provision of this
Separation Agreement, in accordance with the Federal Arbitration Act I agree that such dispute or
claim will be resolved exclusively by arbitration. Any arbitration
proceeding related to this Separation Agreement will be conducted in accordance with the rules
of the American Arbitration Association (“AAA”). The Employer and I agree that any such dispute or
claim will be presented to a single arbitrator selected by mutual agreement by me and the Employer
(or, if the Employer and I cannot mutually agree on an arbitrator, the arbitrator will be selected
in accordance with the rules of the AAA). All determinations of the arbitrator will be final and
binding upon me and the Employer. Each party to the arbitration proceeding will bear the costs of
such Party in connection with any and all arbitration proceedings under this Paragraph 5, except
that the costs and expenses of the arbitrator will be divided evenly between me and the Employer.
The venue for any arbitration proceeding under this Paragraph 5 will be in the city nearest my
place of employment (determined on the last day of my employment with the Employer) that has an AAA
office. The venue for any judicial proceeding related to this arbitration provision (including a
judicial proceeding to enforce this provision) will be in Houston, Texas.



     6. I expressly acknowledge that I would not be entitled to the Payment described in Exhibit A
on account of my employment with the Employer or for the services that I performed for the
Employer. I have no agreement with the Employer that gives me any right or claim to the Payment
without providing a release to the Parties Released, and there is no practice or policy of the
Employer that gives me any right or claim to the Payment without providing a release to the Parties
Released.



     7. If and to the extent that I have had any questions in connection with this Separation
Agreement, I have had the opportunity to seek clarification about the meaning of this Separation
Agreement from representatives of El Paso Corporation’s Employee Benefits Department. I understand
that no one other than representatives of El Paso Corporation’s Employee Benefits Department is
authorized to interpret this Separation Agreement, and that no one including the representatives of
El Paso Corporation’s Employee Benefits Department is authorized to vary the terms of this
Separation Agreement. I expressly acknowledge that in connection with my decision to accept the
Payment described on Exhibit A and to provide a release of claims and a promise not to



 









 







sue, I
have not relied on any statement, representations, promises, or agreements of any kind made by any
of the parties or by any of the parties’ agents, attorneys, or representatives with regard to the
subject matter, basis, or effect of this Separation Agreement or otherwise, other than those
specifically stated in this written Separation Agreement. This Separation Agreement sets forth the
entire agreement between the parties hereto and fully supersedes any and all prior agreements or
understandings, written or oral, between the parties hereto pertaining to the subject matter
hereof.



     8. In connection with this Separation Agreement:



     a) I acknowledge that I have been given a full and fair opportunity to review this Separation
Agreement;



     b) I understand that I have been given up to 21 days to consider whether to accept the Payment
described in Exhibit A in return for providing a release to the Employer and the Parties Released;



     c) If I have made the decision to sign this Separation Agreement before the expiration of 21
days, I certify that the decision to provide a release before the expiration of the 21-day period
was knowing and voluntary and was not induced by the Employer or by the Parties Released through
fraud, misrepresentation, a threat to withdraw or alter to offer prior to the expiration of the
21-day time period, or by providing different terms to other employees who sign the release prior
to the expiration of such time period;



     d) I have carefully read and fully understand all of the provisions of this Separation
Agreement, and I have signed this Separation Agreement knowing that I have given a release to the
Parties Released that will prevent me from suing the Employer or the Parties Released;



     e) I understand that this Separation Agreement applies to any claims that I have against the
Employer, including claims under the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634;



     f) The Employer has specifically advised me to consult with an attorney of my choice before
executing this Separation Agreement, and I have had the opportunity to do so; and



     g) I understand that nothing in this Separation Agreement, including Paragraph 5, shall be
construed to prohibit me from filing a charge of discrimination, including a challenge to the
validity of this Separation Agreement, with the Equal Employment Opportunity Commission or
participating in any investigation or proceeding conducted by the Equal Employment Opportunity
Commission. I understand that, if I have questions concerning the validity of this Separation
Agreement, I should contact my local office of the Equal Employment Opportunity Commission.



 









 





     9. I understand that I may revoke my acceptance of this Separation Agreement at any time
within seven days after I execute it by sending written notice of my revocation to the Employer by
certified mail return receipt requested addressed to El Paso Corporation, 1001 Louisiana, Houston,
TX 77002, c/o Benefits Department. I further understand that if I do not revoke this Separation
Agreement within seven days following its execution (excluding the date of execution), it will
become effective, binding, and enforceable on the next following day.



     10. I acknowledge that when I received this Separation Agreement, I also received Exhibits A,
B, and C. Exhibit C contains information related to the Employer’s reduction-in-force program.



     11. Subject only to the potential claims referred to in Paragraph 4, it is my express intent
to waive and release any and all liabilities, demands, claims or suits relating to or arising from
my employment or the termination of my employment with the Employer whether the claims are known or
unknown, suspected or unsuspected.



     12. To the extent that the Employer determines that I possess relevant information relative
to cases that are active or may be filed or instituted or investigations by governmental agencies
that are active or may be filed or instituted, I agree to make myself available from time to time
at the Employer’s request to provide information and assistance, including but not limited to for
deposition testimony, pretrial preparation and trial testimony and to respond to requests for
information from governmental authorities. The Employer acknowledges that my primary duty after my
termination of employment, shall be to my subsequent employer (if any). Consequently, the Employer
agrees to accommodate my commitments in scheduling depositions, pretrial preparation and trial
testimony, insofar as is practicable to minimize any inconvenience to me. The Employer shall
promptly reimburse me for reasonable out-of-pocket travel expenses in connection with the
performance of services pursuant to this Paragraph 12.



     13. I will not make or publish any disparaging statements (whether written, electronic or
oral) regarding, or otherwise malign the business reputation of, the Employer or any of its
subsidiaries, directors, officers or employees.



     14. I shall maintain in the strictest confidence and will not, directly or indirectly,
intentionally or inadvertently, use, publish, or otherwise disclose to any person or entity
whatever, any of the information of or belonging to the Employer or to any agent, joint venture,
contractor, customer, vendor, or supplier of the Employer regardless of its form, without the prior
written explicit consent of the Employer. I shall take reasonable precautions to protect the
inadvertent disclosure of information. I specifically acknowledge that I have returned to the
Employer any and all documents that contain confidential information concerning or relating to the
business, business plans or business practices of the Employer.



 









 





     15. I further agree, promise, and covenant that the terms and provisions of this Separation
Agreement shall remain and be kept strictly confidential and shall not be disclosed. I
specifically agree to make no statements to the press or electronic news media or respond in any
manner to inquiries from the press or electronic news media relating to the Employer or my
employment with the Employer but shall promptly refer any such inquiries to the Employer.



     16. I further agree that if, at any time, I directly or indirectly (and including for this
purpose any person who acts at my direction or encouragement) breach the provisions contained in
Paragraphs 12, 13, 14 and 15 of this Separation Agreement, I will be liable to the Parties Released
for all remedies, both legal and equitable, incurred as a result of said breach plus any and all
attorneys’ fees and costs incurred in filing, maintaining or prosecuting suit to obtain such
remedies. Any act taken to obtain an award of remedies, or any award made to the Parties Released
pursuant to this provision shall not, however, negate or affect in any way this Separation
Agreement or any of the obligations or terms agreed to by me
in this Separation Agreement. All duties and obligations set forth in this Separation Agreement
shall be in addition to those which exist under statute and at common law and shall not negate but
shall be in addition to or coextensive with those obligations arising under any agreements or
documents executed by me during my employment with Employer.



     17. I have read this document and I acknowledge that it is written in a manner that I can
understand. I understand that I am giving a full and final release to the Parties Released and I
declare that it is my intent to provide such a release. I agree that this document is a full and
final expression of my agreement with the Employer and with the Parties Released, and I acknowledge
that no other promises have been made to me by either the Employer or the Parties Released that are
not set forth in this document. I execute this document voluntarily and of my own free will.



     18. This Separation Agreement shall be interpreted and applied in accordance with applicable
provisions of the Employee Retirement Income Security Act (ERISA) and the Older Workers Benefit
Protection Act (OWBPA). To the extent that federal law does not apply, this Separation Agreement
shall be deemed to have been executed and delivered within the state of Texas and the rights and
obligations of the parties shall be construed and enforced in accordance with, and governed by, the
laws of the state of Texas without regard to that state’s rules regarding conflict of laws.



	 	 	 	 	 
	 

	 	SIGNED this ___day of                     ,
200       .	 	 






 









 






	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	SUBSCRIBED AND SWORN to before me by
the said                     , on the
                     day of                     ,
200      .
	 	 	 	 
	 
	 	 	 	 
	 

Notary Public in and for the State
of