1
AMENDMENT NO. 1 TO THE
1995 INCENTIVE COMPENSATION PLAN
Pursuant to Section 9.12 of the El Paso Natural Gas Company 1995 Incentive
Compensation Plan (the "Plan"), the Plan is hereby amended as follows,
effective July 21, 1995:
Section 7.4 is amended to read as follows:
"7.4 PAYMENT UPON CHANGE IN CONTROL
Notwithstanding any other provision of this Plan, in the event of a
Change in Control of the Company, the award attributable to the Performance
Period in which the Change in Control occurs shall become fully vested and
distributable, in cash, within 30 days after the date of the Change in
Control, as follows:
Participants employed by the Company holding
any of the following positions and
Participants employed by Company subsidiaries
with positions equivalent thereto, but not
Percentage of Annual Salary necessarily with the same titles:
100% of Annual Salary Chairman of the Board, President, Chief
Executive Officer, Vice Chairman of the
Board, Chief Operating Officer, or
Executive Vice President
80% of Annual Salary Senior Vice President
60% of Annual Salary Vice President
The term "Annual Salary" as used in this Plan shall mean a Participant's
annual base salary in effect on the date of a Change in Control.
In the event a Change in Control occurs after the end of a
Performance Period, but before the Award Date, each Participant shall
be entitled to receive in cash, within 30 days after the date of the
Change in Control, those amounts set forth above in this Section 7.4 for
such Performance Period. Such amounts are in addition to the amount to
which Participants shall be entitled for the Performance Period in which a
Change in Control is deemed to occur.
For purposes of this Plan a "Change in Control" shall be deemed
to occur:
(a) if any person (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act) is or becomes the "beneficial owner"
(as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing twenty percent
(20%) or more of the combined voting power of the Company's then
outstanding securities;
2
(b) upon the first purchase of the Common Stock pursuant to a
tender or exchange offer (other than a tender or exchange offer made
by the Company);
(c) upon the approval by the Company's stockholders of a merger
or consolidation, a sale, or disposition of all or substantially all
the Company's assets or a plan of liquidation or dissolution of the
Company; or
(d) if, during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the Board
cease for any reason to constitute at least a majority thereof,
unless the election or nomination for the election by the Company's
stockholders of each new director was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who were
directors at the beginning of the period.
Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur if the Company either merges or consolidates with or into another
company or sells or disposes of all or substantially all of its assets to
another company, if such merger, consolidation, sale or disposition is in
connection with a corporate restructuring wherein the stockholders of the
Company immediately before such merger, consolidation, sale or disposition
own, directly or indirectly, immediately following such merger,
consolidation, sale or disposition at least eighty percent (80%) of the
combined voting power of all outstanding classes of securities of the
company resulting from such merger or consolidation, or to which the
Company sells or disposes of its assets, in substantially the same
proportion as their ownership in the Company immediately before such
merger, consolidation, sale or disposition."
IN WITNESS WHEREOF, El Paso Natural Gas Company has caused this amendment
to be duly executed on this 21st day of July, 1995.
EL PASO NATURAL GAS COMPANY
Attest: By: /s/ JOEL RICHARDS III
/s/ STACY J. JAMES Title: Senior Vice President
Human Resources and
Administration