EXHIBIT 10.17
TERMINATION
OF
EMPLOYMENT AGREEMENT
WHEREAS, El Paso CGP Company (f/k/a The Coastal Corporation) (the
"Company") and Xxxxxx X. Xxxxxxx (the "Executive") have entered into an
Employment Agreement dated January 29, 2001 (the "Employment Agreement"); and
WHERAS, the Company and Executive desire to terminate that Employment
Agreement before the end of the Employment Period, as defined in the Employment
Agreement.
NOW THEREFORE, in consideration of the premises and the mutual agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the Company
and Executive agree as follows:
1. The Employment Agreement is terminated effective on the date of this
Agreement and the Company and Executive are hereby released from any and all
obligations under the Employment Agreement.
2. The Company agrees to pay Executive a lump sum payment in the amount of
$2,727,910 in consideration for such release, with such payment to be made to
Executive by January 15, 2003.
3. In the event that the Executive voluntarily terminates his employment
with the Company or any of its subsidiaries for any reason within a period of
one (1) year from the effective date of this Agreement, Executive covenants and
agrees that he will not (during the one (1) year period from the effective date
of this Agreement), directly or indirectly, acquire (other than less than ten
percent (10%) of the publicly traded shares or other publicly traded interests
of any corporation, partnership, trust or other business organization), manage,
control, participate in, consult with, render services to, or in any manner
engage in any business with any person, corporation, partnership, trust or other
business organization which is
(a) a competitor of El Paso Corporation (including any of its subsidiaries
or affiliates) ("El Paso") in any business activity conducted in the "Business
Region" (defined below) that
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represented more than three percent (3%) of El Paso's consolidated operating
income as determined in El Paso's then most recently completed fiscal year, or
(b) a customer or customers whose business transactions with El Paso in
the Business Region gave rise, in the aggregate, to more than three percent (3%)
of El Paso's consolidated gross revenues during its then most recently completed
fiscal year.
For this purpose, the "Business Region" means any State in the United
States of America in which El Paso was materially engaged in business at any
time during the term of Executive's Employment Agreement.
The parties to this Agreement acknowledge and agree that the restrictions
set out in this Paragraph 3 shall not apply in the event that Executive's
employment terminates as a result of a "change of control" event or a "good
reason" termination, as such terms are defined in the El Paso Corporation Key
Executive Severance Protection Plan (as amended). The parties to this Agreement
further acknowledge and agree that no basis for a "good reason" termination
presently exists and that no attempt by Executive to trigger a "good reason"
termination hereafter shall be based upon facts or circumstances predating the
date of execution of this Agreement.
The Executive acknowledges that monetary damages would not constitute an
adequate remedy for El Paso in the event of a breach of this covenant, and he
therefore agrees that El Paso shall be entitled to injunctive or other equitable
relief for the enforcement hereof.
4. Executive shall continue his employment with the Company or any of its
subsidiaries at will until such time as either party decides to terminate the
employment arrangement.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of this 16 day of December, 2002.
EL PASO CGP COMPANY
By: /s/ Xxxxx X. Xxxxxxxx /s/ X.X. Xxxxxxx 12/16/02
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Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx
Its Executive Vice President
Administration
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