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 11, 2006
(Date
of Earliest Event Reported)
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
16, 2006, the Compensation Committee of our Board of Directors approved
a new
annual base salary for Mr. Yardley
payable at a rate of $500,004 and a new target annual cash incentive
bonus opportunity for 2006 at a rate of 75% of base salary. Mr. Yardley’s annual
cash incentive bonus may range from a minimum of 0% to a maximum of 168.75%
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 20,000 shares of our common
stock at a
price equal to the fair market value of the stock on the date of grant
and
10,000 shares of restricted common stock. The stock options will vest
in three
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. Yardley is eligible to participate in all other plans and programs
available to our executive officers, as further described in our 2006
proxy
statement.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
August 15, 2006,
we issued a press release announcing that James C. Yardley is being appointed
Executive Vice President of El Paso and President of our Pipeline Group.
Mr. Yardley’s appointment is effective August 16, 2006. A copy of the
press release is attached as Exhibit 99.A and is incorporated into this
Item
5.02 by this reference.
Item 9.01
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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99.A
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Press
Release
dated August 15, 2006.
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SIGNATURES
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the registrant 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/
John R. Sult
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John
R. Sult
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Senior Vice
President and Controller
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(Principal Accounting
Officer)
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Dated: August
15, 2006
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.A
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Press
Release
dated August 15, 2006.
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