exv10w23



 






Exhibit 10.23




AMENDMENT TO THE

WILLIAMS COMPANIES, INC. SEVERANCE PAY PLAN




     The Williams Companies Severance Pay Plan, as amended and restated effective October 28, 2003
and as subsequently amended (“Plan”), shall be, and hereby is, amended in the following respects,
effective June 1, 2004:



I.




     Section 1.12 of the Plan is amended in its entirety to provide as follows:



          “1.12 ‘Comparable Offer of Employment’ means an offer of employment for a position
with the Company, any of its Affiliates, or any successor of the Company or its Affiliates that
provides for Regular Wage Base equal to or greater than the Participant’s Regular Wage Base
immediately preceding the Participant’s termination date. A successor of the Company or any of its
Affiliates shall include, but shall not be limited to, any entity (or its Affiliate) involved in or
in any way connected with a corporate rearrangement, total or partial merger, acquisition, sale of
stock, sale of assets or any other transaction. A Comparable Offer of Employment includes, without
limitation, a position that requires the Employee to transfer to a different work location, but
only so long as the Employee’s commuting distance to the new work location is not increased more
than fifty (50) miles beyond the commuting distance to his or her current work location.”




II.




     Section 1.17 of the Plan is amended in its entirety to provide as follows:


“1.17 ‘Good Reason’ means the occurrence, within two (2) years following a Change in
Control (other than during a Merger of Equals Period) and without a Participant’s prior written
consent, of any one (1) or more of the following:





(a) a material adverse reduction in the nature or scope of the Participant’s duties from the
most significant of those assigned at any time in the 90-day period prior to a Change in
Control; or




(b) a significant reduction in the authority and responsibility assigned to the Participant;
or




(c) any reduction in or failure to pay Participant’s Base Salary; or




(d) a material reduction of Participant’s Aggregate Compensation and/or aggregate benefits
from the amounts and/or levels in effect on the Change



 









 






Date, unless such reduction is part
of a policy applicable to peer Participants of the Company and of any successor entity; or




(e) a requirement by the Company or any of its Affiliates that the Participant’s
principal duties be performed at a location requiring a commuting distance to the new work
location greater than fifty (50) miles beyond the commuting distance to his or her current
work location, without the Participant’s consent (except for travel reasonably required in
the performance of the Participant’s duties).


Notwithstanding anything in this Plan to the contrary, no act or omission shall constitute grounds
for ‘Good Reason’: unless, at least thirty (30) days prior to his termination, Participant gives a
written notice to the Company or the Affiliate that employs Participant of his intent to terminate
his employment for Good Reason which describes the alleged act or omission giving rise to Good
Reason; and unless such notice is given within ninety (90) days of Participant’s first actual
knowledge of such act or omission, or if such act or omission would not constitute Good Reason
during a Merger of Equals Period, unless Participant’s termination date is within 90 days after the
first date on which he first obtained actual knowledge of the fact that the Merger of Equals Period
has ended; and unless the Company or the Affiliate that employs Participant fails to cure such act
or omission within the 30-day period after receiving such notice.



Further, no act or omission shall be ‘Good Reason’ if Participant has consented in writing to such
act or omission.”




III.




     Except as modified herein, the Plan shall remain in full force and effect.


IN WITNESS WHEREOF, the Benefits Committee has caused this Amendment to the Plan to be executed
effective as herein provided.




	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Michael P. Johnson
 	 
	 	 	Michael P. Johnson 	 
	 	 	Benefits Committee Member 	 
	 




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