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EXHIBIT 10.O.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into the 25th day of August, 1999, by
and between EL PASO ENERGY CORPORATION, a Delaware corporation (the "Company")
and XXXXXXX X. XXXX of Houston, Texas (the "Executive").
WHEREAS, the Company and Executive entered into an Employment Agreement
dated July 31, 1992 (the "Employment Agreement"); and
WHEREAS, pursuant to an amendment to the Employment Agreement, dated
January 29, 1996 (the "January 1996 Amendment"), the Executive agreed to forego
payment of his base salary for a period ending on the earlier of February 1,
2001, or the date of a Change in Control; and
WHEREAS, the Compensation Committee of the Board of Directors has concluded
that, regardless of the occurrence of a Change in Control as a result of the
stockholder approval of the merger with Sonat Inc. (the "Merger") and the
Executive's waiver to have his base salary reinstated as a result of such Change
in Control, the Executive's performance as CEO and the Company's increased size
both dictate that payment of a base salary be reinstated on October 1, 1999; and
WHEREAS, it is the intended that this Amendment shall terminate the January
1996 Amendment, which shall hereafter be of no force and effect (except with
respect to the benefits that may have accrued thereunder during its
effectiveness).
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and for other consideration mutually acknowledged, the Parties
agree as follows:
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1. The Executive's agreement to forego payment of base salary is considered
terminated effective as of October 1, 1999. From that date forward, the
Executive will be paid his base salary at an annual rate of one million one
hundred thousand dollars ($1,100,000). Base salary shall thereafter be subject
to periodic review and adjustment by the Compensation Committee.
2. Section 4(b)(i)(A) of the Employment Agreement is amended to read as
follows: "Salary, at the rate in effect on the date of termination of
employment."
3. This Amendment shall be governed by and construed and interpreted in
accordance with the laws of the State of Texas without reference to the
principles of conflicts of law thereunder.
4. This Amendment may be executed in counterparts.
IN WITNESS WHEREOF, the undersigned have executed this Amendment on the
date first written above.
EL PASO ENERGY CORPORATION
/s/ Xxx X. Love
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Xxx X. Love, Chairman
Compensation Committee
/s/ Xxxx Xxxxxxxx III
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Xxxx Xxxxxxxx III
Executive Vice President
XXXXXXX X. XXXX
/s/ Xxxxxxx X. Xxxx
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