Exhibit 10.A


EXHIBIT
10.A

 

AGREEMENT
AND GENERAL RELEASE

 




	
          This
      AGREEMENT
      AND GENERAL RELEASE (the
      “Agreement”), entered into as of the date at the end hereof is by and
      between JOHN W. SOMERHALDER II (“Employee”), and El Paso Corporation (the
      “Company”) (collectively, the “Parties”).

       

	
          WHEREAS, Employee
      serves as Executive Vice President of the Company; and

       

	
          WHEREAS, either
      Employee or the Company is free to terminate the employment relationship
      at will and at any time; and

       

	
          THEREFORE,
      in
      consideration of the promises, mutual covenants and agreements contained
      in this Agreement, the Parties agree as follows:

       

	
          1. As used in
      this Agreement, the term “Employer Entity” shall include El Paso
      Corporation, its present and former parents and its trusts and plans,
      direct or indirect subsidiaries, affiliates and related companies or
      entities, regardless of its or their form of business
      organization.

       

	
          2. Effective
      April 30, 2005 (“Date of Termination”), Employee shall terminate his
      employment with the Employer Entity and shall resign his position as
      Executive Vice President as well as other officer or director positions he
      may have held with any Employer Entity as of his Date of Termination.
      

       

	
          3. Subject to
      continuing satisfaction of the terms and conditions of this Agreement by
      Employee and subject to final execution of this Agreement and to the
      condition that Employee has not revoked any portion of this Agreement
      during the seven-day revocation period described below, this Company shall
      pay to Employee (i) a Severance Payment in the amount of six hundred forty
      two thousand dollars ($642,000.00), (ii) one third of his target 2005
      bonus in the amount of two hundred three thousand three hundred dollars
      ($203,300.00), (iii) a cash payment equal to $12,815.00 for the vested
      portion of his April 1, 2005 restricted stock grant, plus any unused 2005
      PTO (excluding carryover), less any and all applicable mandatory
      contributions to the Hobby Center and less any and all applicable taxes,
      on or before May 31, 2005, or as soon thereafter as
      administratively possible. Employee shall be entitled (i) for six (6)
      months following his Date of Termination to standard Company-provided
      outplacement benefits and (ii) for eight (8) months following his Date of
      Termination to continued medical and dental coverage under the Company
      plan in which Employee participated immediately prior to his Date of
      Termination. Employee’s continued health coverage shall be subject to the
      payment of required contributions and is secondary to any other coverage
      Employee may have as an employee on any date.

       

	
          Employee’s
      total pension benefit shall be determined under the Company’s Pension Plan
      and Supplemental Benefits Plan. Employee shall make an election to
      commence the qualified component of Employee’s pension benefit. Employee’s
      account balance in the Company’s Retirement Savings Plan (the “RSP”) shall
      be paid to Employee pursuant to the plan. Employee’s total supplemental
      RSP benefit shall be determined under the Company’s Supplemental Benefits
      Plan and shall be distributed to Employee at the end of the month
      following his Date of Termination, or May 31, 2005.

       

	
          Employee and
      the Company agree Employee shall have 95,000 vested non-qualified stock
      options (“NQSOs”) as of his Date of Termination. Employee’s NQSOs are
      fully vested and Employee shall be able to exercise all or a portion of
      these NQSOs at his discretion, subject to any applicable insider trading
      restrictions. With respect to 40,000 and 20,000 NQSOs granted to Employee
      on January 19, 1996 and June 19, 1996, respectively, Employee
      understands that he has a period of three (3) years from his Date of
      Termination, or through April 30, 2008, to exercise these vested NQSOs
      unless they terminate earlier by their own terms. Any portion of these
      options not exercised by the earlier of the expiration of their term or
      April 30, 2008, shall be forfeited. With respect to 35,000 NQSOs granted
      to Employee on April 1, 2004, Employee understands that he has a period of
      one (1) year from his Date of Termination, or through April 30, 2006, to
      exercise these vested NQSOs unless they terminate earlier by their own
      terms. Any portion of these options not exercised by April 30, 2006,
      shall be forfeited. Such NQSOs shall continue to be governed by the terms
      and conditions of the applicable plans from which they were granted and
      the applicable grant letter. Employee agrees that all other NQSOs granted
      to him during his employment shall be forfeited to the Company.
      

       

	
      Employee was
      granted restricted stock on April 1, 2004. A portion of Employee’s April
      1, 2004 grant has vested and Employee shall receive 25,187 shares of
      restricted stock. Employee was also granted Bonus Restricted Stock,
      including the related risk premium restricted stock (“Risk Premium”)
      during his employment. Employee shall receive all of his Bonus Restricted
      Stock and the prorated portion of his Risk Premium. Employee shall have
      24,344 shares of Bonus Restricted Stock, including the Risk Premium as of
      his Date of Termination. All such Restricted Stock, Bonus Restricted Stock
      and Risk Premium shall be distributed to Employee upon expiration of the
      revocation period described below. Shares of stock shall be withheld from
      such distribution to satisfy the minimum Federal income tax withholding
      requirements related to the vesting of Employee’s Restricted Stock, valued
      as of the Date of Termination. Employee agrees that all other restricted
      stock grants received by him during his employment shall be forfeited to
      the Company. 

       

	
      4. Employee
      understands that if Employee does not sign this Agreement or if Employee
      revokes this Agreement, Employee shall not be eligible for some or all of
      the consideration described in Paragraph 3 above. The payments shall be
      subject to any and all applicable withholding or other employment taxes.
      Notwithstanding any release or waiver set forth herein, the Company and
      Employee agree that Employee would otherwise be entitled to benefits
      arising from Employee’s participation during his employment in any
      pension, retirement savings, supplemental benefits or welfare plan and
      that payment to Employee of such benefits is not subject to Employee
      signing this Agreement. Any such benefits shall be paid under the pension,
      retirement savings, supplemental benefits or welfare plan in which
      Employee was a participant during his employment. 

       

	
      5. In return for
      the consideration described in Paragraph 3 and except as set forth in
      Paragraph 7, Employee hereby releases, individually and collectively,
      Employer Entity, its affiliates and their directors, officers, employees,
      agents, representatives and other persons acting on behalf of the Employer
      Entity (collectively referred to as the “Parties Released”) from any and
      all liabilities, demands, claims or suits of whatsoever nature that
      Employee may have against the Parties Released arising from or in any way
      related to his employment with the Employer Entity. Employee also releases
      the Parties Released from all liabilities, demands, claims or suits of
      whatsoever nature that Employee may have against the Parties Released
      arising from or in any way related to the termination of his employment
      with the Employer Entity and from any and all liabilities, demands, claims
      or suits that Employee may have against any of the Parties Released
      arising from any act occurring prior to the execution of this Agreement.
      Notwithstanding the foregoing, this Paragraph 5 shall not be interpreted
      to mean that Employee shall waive any indemnification rights expressly
      provided for in the By-laws of this Company.

       

	
      6. Notwithstanding
      the release set forth in Paragraph 5, this Agreement does not release any
      claim (i) for continuation of health care coverage under COBRA and
      (ii) for benefits arising from any pension, retirement savings,
      supplemental benefits or welfare plan in which Employee was a participant
      during his employment. The release set forth in Paragraph 5 does apply to
      and release any claim for unlawful discharge or discrimination that
      Employee might assert arising under any state workers compensation act,
      any claim that Employee might assert for unlawful discharge or
      discrimination for exercising any right under any benefit plan of the
      Company, as well as any claim under the Sarbanes-Oxley Act of 2002,
      15 U.S.C. §7201, et seq.

       

	
      7. Except as set
      forth herein, Employee agrees that Employee will never sue the Parties
      Released concerning any claim Employee may have relating to Employee’s
      employment with the Employer Entity or the termination of Employee’s
      employment. Notwithstanding the foregoing, Employee may file a lawsuit to
      enforce Employer’s indemnification obligations or to enforce this
      Agreement. Further, Employee does not release his right to participate in
      any settlement or judgment that may result from a class action lawsuit
      against the Parties Released in which Employee is a member of the class;
      provided, however, that Employee (pursuant to this Paragraph 7) shall not
      initiate any such legal action against the Parties Released. 

       

	
      8. Except as set
      forth in Paragraph 4, Employee expressly acknowledges that Employee would
      not be entitled to the consideration described in Paragraph 3 on account
      of Employee’s employment with the Employer Entity or for the services that
      Employee performed for the Employer Entity if Employee did not execute
      this Agreement and General Release enforceable against Employee. Employee
      has no agreement with the Employer Entity that gives Employee any right or
      claim to the consideration described in Paragraph 3 without providing a
      release to the Employer Entity and the Parties Released. There is no
      practice or policy of the Employer Entity that gives Employee any right or
      claim to the consideration described in Paragraph 3 without providing a
      release to the Employer Entity and the Parties Released.

       

	
      9. Employee
      expressly acknowledges that, in connection with Employee’s decision to
      accept the consideration described in Paragraph 3 and to provide a release
      of claims and a promise not to sue, Employee has 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 Agreement or otherwise, other than those specifically stated in this
      written Agreement and the Professional Services Agreement which Employee
      intends to simultaneously enter into with the Company (the “Professional
      Services Agreement”). This Agreement and the Professional Services
      Agreement set 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. 

       

	
          10. In connection with this
      Agreement: 

       

	
      a) Employee
      acknowledges that Employee has been given a full and fair opportunity to
      review this Agreement;

       

	
      b) Employee
      understands that Employee has been given at least forty-five (45)
      days to consider whether to accept the consideration described in
      Paragraph 3 in return for providing a release to the Employer Entity and
      the Parties Released;

       

	
      c) If Employee
      had made the decision to sign this Agreement before the expiration of
      forty-five (45) days, Employee certifies that the decision to provide a
      release before the expiration of the 45-day period was knowing and
      voluntary and was not induced by the Employer Entity or by the Parties
      Released through fraud, misrepresentation, a threat to withdraw or alter
      the offer prior to the expiration of the 45-day time period, or by
      providing different terms to other employees who sign the release prior to
      the expiration of such time period; 

       

	
      d) Employee has
      carefully read and fully understands all of the provisions of this
      Agreement, and Employee has signed this Agreement knowing that Employee
      has given a release to the Parties Released that, except as set forth
      herein, will prevent Employee from suing the Employer Entity or any of the
      Parties Released; 

       

	
      e) Employee
      understands that this Agreement applies to any claims that Employee may
      have against the Company (except those enumerated in Paragraphs 5, 6 and 7
      hereof), including but not limited to claims under the Age Discrimination
      in Employment Act of 1967, 29 U.S.C. §621, et seq., as well as any claim
      under the Sarbanes-Oxley Act of 2002, 15 U.S.C. §7201, et seq.;
      and

       

	
            f) The Employer
      Entity has specifically advised Employee to consult with an attorney of
      Employee’s choice before executing this Agreement.

       

	
      g) Employee
      understands that nothing in this Agreement shall be construed to prohibit
      Employee from filing a charge, including a challenge to the validity of
      this Agreement, with the Equal Employment Opportunity Commission or
      participating in any investigation or proceeding conducted by the Equal
      Employment Opportunity Commission. Employee understands that if Employee
      has any questions regarding the validity of this Agreement, Employee has
      been advised and understands that Employee may contact the local Equal
      Employment Opportunity Commission office. 

       

	
      11. Employee
      understands that Employee may revoke Employee’s acceptance of this
      Agreement at any time within seven (7) days after Employee executes it by
      sending written notice of Employee’s revocation to the Employer Entity by
      certified mail return receipt requested addressed to El Paso
      Corporation, 1001 Louisiana, Houston, TX 77002, Ms. Susan B.
      Ortenstone, Senior Vice President, Human Resources, 30th Floor.
      Employee further understands that if Employee does not revoke this
      Agreement within seven (7) days following its execution (excluding the
      date of execution), it will become effective, binding, and enforceable on
      the next following day.

       

	
      12. Subject only
      to the potential claims referred to in Paragraphs 5, 6 and 7, it is
      Employee’s express intent to waive and release any and all liabilities,
      demands, claims or suits relating to or arising from Employee’s employment
      or the termination of Employee’s employment with the Employer Entity
      whether the claims are known or unknown, suspected or
      unsuspected.

       

	
      13. Employee has
      read this document and Employee acknowledges that it is written in a
      manner that Employee can understand. Employee understands that Employee is
      giving a full and final release to the Parties Released and Employee
      declares that it is Employee’s intent to provide such a release. Except
      for the Professional Services Agreement, Employee agrees that this
      document is a full and final expression of Employee’s agreement with the
      Employer Entity and with the Parties Released, and Employee acknowledges
      that no other promises have been made to Employee by either the Employer
      Entity or the Parties Released that are not set forth in this document.
      Employee executes this document voluntarily and freely.

       

	
          14. Employee
      acknowledges that the business and services of all Employer Entities are
      highly specialized and that the following information is not generally
      known, is highly confidential, and constitutes trade secrets: proprietary
      technical and business information relating to any Employer Entity’s
      plans, analyses or strategies concerning international or domestic
      acquisitions, possible acquisitions or new ventures; development plans or
      introduction plans for products or services; unannounced products or
      services; operation costs; pricing of products or services; research and
      development; personnel information; manufacturing processes; installation,
      service, and distribution procedures and processes; customer lists; any
      know-how relating to the design, manufacture, and marketing of any
      Employer Entity’s services and products, including components and parts
      thereof; non-public information acquired by Employee concerning the
      requirements and specifications of any Employer Entity’s agents, vendors,
      contractors, customers and potential customers; non-public financial
      information, business and marketing plans, pricing and price lists;
      non-public matters relating to employee benefit plans; quotations or
      proposals given to agents or customers or received from suppliers;
      documents relating to any Employer Entity’s legal rights and obligations;
      the work product of any attorney employed by or retained by any Employer
      Entity; and any other information which is sufficiently secret to derive
      economic value from not being generally known.

       

	
          15. Employee
      shall not make or publish any disparaging statements (whether written,
      electronic or oral) regarding, or otherwise malign the business reputation
      of, the Employer Entity or any of the Employer Entity’s directors,
      officers or employees.

       

	
          16. Employee
      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 any Employer Entity or to any agent, joint venture,
      contractor, customer, vendor, or supplier of any Employer Entity
      regardless of its form, without the prior written explicit consent of the
      appropriate Employer Entity. Employee shall take reasonable precautions to
      protect the inadvertent disclosure of information. All duties and
      obligations set forth in this 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 Employee during his employment with
      Employer Entity. Should Employee be served with legal process seeking to
      compel disclosure of any such information Employee shall notify the
      General Counsel of the Company immediately.

       

	
          17. For a period
      of one (1) year after the Date of Termination, Employee shall refrain from
      doing any and all of the following: a) contacting any individual who is
      employed by the Company, its affiliates and subsidiaries or any of its
      successors (hereinafter, an “El Paso Employee”) for the purposes of
      directly or indirectly recruiting or placing any El Paso Employee with any
      other employer; b) encouraging any third party to contact any El Paso
      Employee for the purpose of directly or indirectly recruiting or placing
      any El Paso Employee with any other employer; c) influencing any El Paso
      Employee to terminate employment with any Employer Entity or any of its
      successors; or d) disclosing any information about any El Paso Employee to
      any person, firm, corporation, partnership, association or other entity
      which could be used to recruit or to place any El Paso Employee with any
      other employer or to influence any El Paso Employee to terminate his or
      her employment. For purposes of this section, El Paso Employee does not
      include any individual whose employment with any Employer Entity or any of
      its successors has been terminated. 

       

	
      18. Employee
      represents that he has returned to all Employer Entities, by the date of
      execution of this Agreement and except to the extent such return is
      excused by Employer Entity, all expense reports, notes, memoranda,
      records, documents, employment manuals, credit cards, pass keys,
      computers, computer diskettes, office equipment, sales records and data,
      and all other information or property, no matter how produced, reproduced
      or maintained, kept by Employee in his possession, used in or pertaining
      to the business of any Employer Entity, including but not limited to lists
      of customers, prices, marketing plans, documents relating to the legal
      rights and obligations of any Employer Entity, the work product of any
      attorney retained by any Employer Entity, and other confidential materials
      or information obtained by him in the course of his employment. Employee
      shall be permitted to retain, as his personal property and for his
      personal use, any equipment and devices located at Employee’s home and
      previously owned by the Company, including, but not limited to, any home
      office computer equipment, handheld devices and similar or related
      devices.

       

	
      19. To the extent
      that the Company determines that Employee possesses information relevant
      to litigation, potential litigation, investigations by government
      agencies, potential investigations by government agencies, internal
      Company investigations, or otherwise, that relate to activities that
      occurred during the term of Employee’s employment with the Company or
      thereafter or about which Employee is or may have knowledge, Employee
      agrees to make himself available at the Company’s request to provide
      information and assistance, including but not limited to, interviews,
      deposition testimony, pretrial preparation and trial testimony to respond
      to requests for information from government authorities and
      otherwise.  The Company agrees to attempt to accommodate Employee’s
      other commitments in scheduling any such interviews, depositions, pretrial
      preparation and trial testimony, or information requests, insofar as is
      practicable to minimize any inconvenience to Employee. The Company shall
      promptly reimburse Employee for reasonable out-of-pocket expenses in
      connection with the performance of services pursuant to this Paragraph
      19. 

       

	
          20. Employee
      acknowledges that any employment relationship between Employee and any
      Employee Entity will terminate by virtue of this Agreement, and that
      Employee has no future employment relationship with any Employer Entity
      after the Date of Termination, other than the contractual relationships
      created by this Agreement. In consideration of this Agreement, Employee
      hereby waives any and all employment rights that he now has with Employer
      Entity, except as otherwise expressly provided in this
      Agreement.

       

	
          21. Employee
      warrants that no promise or inducement to enter into this Agreement has
      been offered or made except as set forth in this Agreement, that he is
      entering into this Agreement without any threat or coercion and without
      reliance on any statement or representation made on behalf of any Employer
      Entity or by any person employed by or representing any Employer Entity,
      except for the written provisions and promises contained in this Agreement
      and the Professional Services Agreement.

       

	
          22. This
      Agreement supersedes and replaces all prior commitments, negotiations and
      agreements proposed or otherwise, whether written or oral, concerning the
      subject matters contained in this Agreement. This Agreement is an
      integrated document and the consideration stated herein is the sole
      consideration for this Agreement.

       

	
          23. If any
      provision, section, subsection or other portion of this Agreement shall be
      determined by any court of competent jurisdiction to be invalid, illegal
      or unenforceable in whole or in part, and such determination shall become
      final, such provision, section, subsection or other portion shall be
      deemed to be severed or limited, but only to the extent required to render
      the remaining provisions and portion of this Agreement enforceable. This
      Agreement as thus amended shall be enforced as to give effect to the
      intention of the Parties insofar as that is possible. In addition, the
      Parties hereby expressly empower a court of competent jurisdiction to
      modify any term or provision of this Agreement to the extent necessary to
      comply with existing law and to enforce this Agreement as
      modified.

       

	
          24. Nothing in
      this Agreement shall be construed as an admission of any wrongdoing by any
      person or any Employer Entity.

       

	
          25. This
      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 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. 

       

	
      26. It is agreed
      that all questions as to rights and obligations arising out of the terms
      of this Agreement are subject to arbitration, the costs of which will be
      shared equally by the parties thereto, and such arbitration shall be
      governed by the provisions of the Texas General Arbitration Act (Texas
      Civil Practice and Remedies Code, Section 171.001, et seq.) If a
      dispute should arise under this Agreement, either Party within thirty (30)
      days after the date on which the dispute arises may make a demand for
      arbitration by filing a demand in writing with the other
Party

      

	
      The Parties
      to this Agreement may agree on one arbitrator, but in the event they
      cannot so agree, there shall be three arbitrators, one named in writing by
      each of the Parties within ten (10) days after demand for arbitration is
      made, and a third arbitrator to be chosen by the two arbitrators named.
      Should either Party fail to timely join in the appointment of the
      arbitrators, the arbitrators shall be appointed in accordance with the
      provisions of the Texas Civil Practice and Remedies Code Section
      171.041.

       

	
      All
      arbitration proceedings conducted under the terms of this Agreement and
      all judicial proceedings to enforce any of the provisions of this
      Agreement shall take place in Houston, Texas. The hearing before the
      arbitrators of the matter to be arbitrated shall be at the time and place
      within Houston, Texas selected by the arbitrators. Notice of hearing shall
      be given and the hearing conducted in accordance with the provisions of
      the Texas General Arbitration Act except that notice of hearing must be
      given in writing thirty (30) days before the date the hearing begins. At
      the hearing, any relevant evidence may be presented by either Party, and
      the formal rules of evidence applicable to judicial proceedings shall not
      govern. Evidence may be admitted or excluded in the sole discretion of the
      arbitrators. The arbitrators shall hear and determine the matter and shall
      execute and acknowledge their award in writing and deliver a copy thereof
      to each of the Parties by registered or certified mail.

       

	
      If there is
      only one arbitrator, his or her decision shall be binding and conclusive
      on the Parties. If there are three arbitrators, the decision of any two
      shall be binding and conclusive. A judgment confirming the award of the
      arbitrators may be rendered by any court having jurisdiction. No action
      may be taken to vacate, modify, or correct the arbitral decision or award,
      except for actions in accordance with the provisions of the Texas General
      Arbitration Act. 

       

	
      If the
      arbitrators selected pursuant to this provision shall fail to render a
      decision within twenty-one (21) days of the date of hearing, they shall be
      discharged, and three new arbitrators shall be appointed and shall proceed
      in the same manner and the process shall be repeated until a decision is
      reached by at least two of the three arbitrators selected. 

       

	
      IN
      WITNESS WHEREOF, the Parties
      have executed this Agreement
      on this date or dates set forth below.




 


 



	
       
	
       JOHN
      W. SOMERHALDER II

	
       
	
       

	 	 
	
       
	
      /s/
      John W. Somerhalder II

	
       
	 
	
       
	
      Date: May 3,
      2005

	
       
	 
	
       
	 
	 	 
	 	
      EL
      PASO CORPORATION

	 	 
	 	 
	 	
      By:
	
      /s/
      Susan B. Ortenstone

	 	 	
      Susan B.
      Ortenstone

	 	 	
      Senior Vice
      President,

	 	 	
      Human
      Resources

	 	 
	 	
      Date: May 4,
      2005