Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported)
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May
15, 2007
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El
Paso Electric Company
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(Exact
name of Registrant as Specified in its
Charter)
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Texas
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74-0607870
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Stanton
Tower, 100 North Stanton, El Paso, Texas
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79901
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s telephone number, including area code
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(915)
543-5711
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Section
5 - Corporate Governance and Management
Item
5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers
On
May 15,
2007, El Paso Electric Company (the “Company”) announced the appointment of
Ershel C. Redd, Jr. as its President and Chief Executive Officer and a member
of
the Company’s Board of Directors, effective immediately. Mr. Redd succeeds Gary
Hedrick, who will remain on the Company’s Board of Directors.
Mr.
Redd,
age 59, has more than 35 years of experience in various sectors of the energy
industry. Mr. Redd was with NRG Energy Inc., a leading global developer and
operator of generation facilities, from 2002 to 2006, most recently serving
as
Executive Vice President of Commercial Operations and President of the Western
Region. Previously, Mr. Redd served as Vice President of Business Development
and Corporate Strategy for Xcel Energy Markets, a unit of Xcel Energy Inc.,
and
previously served in senior management roles at Texas Ohio Gas Company, Energy
Development Corporation, the Sid Richardson Carbon and Gasoline Company, Gulf
States Oil and Refining Company, and Union Texas Petroleum.
The
Company has entered into an Employment Agreement with Mr. Redd pursuant to
which
he will receive an annual base salary of $500,000, an annual target bonus
opportunity of 65% of base salary and an award of restricted stock with an
initial value of $651,000 which vests over two years. He will also participate
in the Company’s long-term incentive program, including receiving an initial
grant of performance awards which will vest depending on performance over the
three-year period ending on December 31, 2009 and restricted stock awards which
vest in 2009. Mr. Redd will receive reimbursement of relocation expenses and,
if
he completes at least five years of service, will be eligible to receive
retirement benefits. In addition, if he is terminated without cause (other
than
following a change in control), he will receive severance benefits of up to
2
years of base salary, target bonus and health benefits. The Company has also
entered into its standard change of control agreement with Mr. Redd, in the
form
previously filed by the Company, which provides severance benefits (with a
three
times multiple) in connection with involuntary terminations, or resignations
for
good reason, as further described in the Company’s most recent proxy
statement.
The
Company also entered into a Separation Agreement with Mr. Hedrick. In
satisfaction of any and all obligations (other than accrued compensation and
benefits under health, welfare and retirement plans) resulting from Mr.
Hedrick’s 30 years of service to the Company, he will receive $1,791,224 as a
lump sum payment, in addition to two-and-a half years of Company-paid medical
benefits and severance payments. In addition to signing a general release of
claims, Mr. Hedrick agreed to provide part-time consulting services to the
Company for a period of time and not to compete with the Company through October
2009, solicit its employees through October 2009 or disparage the
Company.
The
description of each of the Employment Agreement and Separation Agreement is
qualified in its entirety by reference to the full text of each agreement,
which
are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on
Form
8-K.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
10.1
Employment
Agreement between the Company and Ershel C. Redd, Jr.
10.2
Separation
Agreement between the Company and Gary Hedrick
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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El
Paso Electric Company |
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Dated:
May 15, 2007
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By:
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/s/
Gary D.
Sanders
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Name:
Gary D. Sanders
Title:
General Counsel
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