El Paso Corporation Executive Employment Offer Letter to Lisa A. Stewart

Summary

El Paso Corporation offers Lisa A. Stewart the position of Executive Vice President and President, Production and Non-regulated Operations. The agreement outlines her annual salary, bonus, equity grants, sign-on bonus, paid time off, severance and change of control protections, and employee benefits. The offer is contingent on a background check, proof of work eligibility, and passing a drug test. Lisa must sign and return the letter to accept the terms.

EX-10.CC 13 h15820exv10wcc.txt LETTER AGREEMENT - LISA A. STEWART EXHIBIT 10.CC DOUG L. FOSHEE [ELPASO LOGO] President and Chief Executive Officer January 6, 2004 PERSONAL & CONFIDENTIAL Ms. Lisa Stewart 5015 Longmont Houston, Texas 77056 Dear Lisa: I am pleased to extend you an offer of employment to become Executive Vice President of El Paso Corporation and President, Production and Non-regulated Operations. The terms and conditions of this offer are summarized as follows: Annual Compensation - Annual Salary: $500,000 - Annual bonus target: 80% of annual salary (not prorated for 2004) Equity - Equity: A grant of 80,000 shares of restricted stock and 155,000 stock options effective on the start date of your employment. Based on an $8.00 stock price and $4.00 black scholes value, for example, this would equate to a value of $1,260,000. This value will vary based on the actual stock price and black scholes value on your hire date. The restricted shares will time vest pro-rata over three years and the options will time vest pro-rata over four years. The details of your equity grant will be described in a grant letter to be prepared shortly after your employment. This grant is equivalent to and will take the place of any grant El Paso will make to its officers in early 2004 for performance in 2003. Currently it is El Paso's plan to make annual grants. You would be eligible to receive a grant based on company and individual performance again in 2005 under the conditions and terms in effect at that time. El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 tel ###-###-#### fax ###-###-#### Ms. Lisa Stewart January 6, 2004 Page 2 Sign-on Bonus Effective with the start of your employment, you will receive a sign-on bonus of $300,000. This will be paid effective with your first paycheck. Should you terminate within twelve months of this payment, the sign-on bonus will be repaid to El Paso. Paid Time Off You will be eligible to receive an annual Paid Time Off (PTO) bank of 20 days, prorated according to your start date. Severance Policy You will be covered under the provisions of the Senior Executive Severance Policy which provides a lump sum payment of two years base and target bonus for involuntary termination not for cause. Change of Control You will be covered by the new Key Executive Severance Protection Plan. Employee Benefits You will be eligible to receive the additional El Paso employee benefits which are available to senior executive officers. This includes, but is not limited to, participation in the Supplemental Benefits Plan which provides for benefits and contributions in excess of the limitations (met in any calendar year with any employer) imposed by Internal Revenue Code that cannot be made on your behalf under El Paso's Cash Balance Plan and Retirement Savings Plan. Our benefit plans will be explained in detail to you upon your request or acceptance of our offer of employment. Life Insurance As a senior executive, El Paso provides $50,000 in employee basic life. In addition, you will qualify for the Senior Executive Survivor Plan which provides for the continued payment of monthly salary for 30 months (the aggregate of which is reduced by the $50,000 basic life insurance) grossed up at the maximum federal tax rate in the event of your death while employed by El Paso. Additionally, this offer is contingent upon the completion of a satisfactory background investigation and your proof of eligibility to work in the United States. In compliance with the Immigration Reform and Control Act of 1986 and other amendments to the national immigration law, each new Ms. Lisa Stewart January 6, 2004 Page 3 employee, as a condition of employment, must complete the Employment Eligibility Form I-9 and present documentation establishing identity and employment eligibility. This offer is contingent upon your passing a drug screen, which tests for substance abuse. If you do not pass this drug screen successfully, our offer of employment will be withdrawn. Lisa, we are pleased to have a person with your ability join the El Paso management team and I look forward to working with you. Please indicate your acceptance of this offer by signing and returning the enclosed copy at your earliest convenience. Sincerely, /s/ Doug L. Foshee Accepted: /s/ Lisa Stewart ---------------------- Lisa Stewart January 9, 2003 ---------------------- Date