UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report:
August
10, 2005
(Date
of Earliest Event Reported: August 10, 2005)
EL
PASO CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
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1-14365
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76-0568816
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(State
or
other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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El
Paso Building
1001
Louisiana Street
Houston,
Texas 77002
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (713) 420-2600
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
Effective
August
10, 2005, the Compensation Committee of our Board of Directors approved a new
annual base salary for Mr. Leland payable at a rate of $450,000 and a new target
annual cash incentive bonus opportunity for 2005 at a rate of 60% of base
salary. Mr. Leland’s annual cash incentive bonus may range from a minimum of 0%
to a maximum of 135% of base salary depending on the level of both individual
and company performance. The Compensation Committee also authorized a grant
of
long-term incentive awards in the form of stock options to purchase 50,000
shares of our common stock at a price equal to the fair market value of the
stock on the date of grant and 25,000 shares of restricted common stock. The
stock options will vest in four equal annual installments beginning one year
from the date of grant. The restrictions on the shares of restricted stock
will
lapse in three equal annual installments beginning one year from the date of
grant. In addition, Mr. Leland will be eligible to participate in all
other
plans and programs available to our executive officers, as further described
in
our 2005 proxy statement.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
July 18, 2005,
we announced that D. Mark Leland was being appointed Executive Vice President
and Chief Financial Officer, and will serve as our principal financial officer.
Mr. Leland’s appointment was effective August 10, 2005.
SIGNATURES
Pursuant
to
the requirements of the Securities Exchange Act of 1934, El Paso
Corporation has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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EL
PASO CORPORATION
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By:
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/s/
David L.
Siddall
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David
L. Siddall
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Vice
President, Chief Governance Officer
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and
Corporate Secretary
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Dated:
August 10, 2005