Exhibit 10(g)
AMENDMENT TO EMPLOYMENT AGREEMENT
The Employment Agreement between Northwest Natural Gas Company, an
Oregon corporation ("NNG"), and Xxxx X. Xxxxxx ("Xxxxxx") dated July 2, 1997, as
previously amended on December 18, 1997 (the "Agreement"), is hereby further
amended as follows:
1. Section 5.1 of the Agreement is amended to read in its entirety as
follows:
"5.1 In General. Executive supplemental retirement income benefits
under the ESRIP normally are available upon vesting that
begins after 5 years of service, and the amount of benefits
then increases with additional years of service. This
Agreement provides for payment of ESRIP benefits even though
Xxxxxx is not otherwise vested in such benefits and provides
for benefits at higher levels than Xxxxxx would otherwise be
entitled based on his years of service. For determination of
any ESRIP payment starting before Xxxxxx'x age 65 normal
retirement date, Xxxxxx shall be treated as though he
qualifies for and will receive an "early annual retirement
allowance" under the Company's Retirement Plan, and Xxxxxx'x
ESRIP benefits shall not be subject to reduction under Section
2.02-3 of the ESRIP based on age at retirement. If entitled
to receive ESRIP benefits under this Agreement, Xxxxxx may
select any of the benefit payment options under Section 3.01
of the ESRIP for which he is eligible."
2. Section 5.2 of the Agreement is amended in its entirety to read as follows:
"5.2 Full ESRIP. NNG shall be liable under the ESRIP to pay Xxxxxx
the full ESRIP benefit using the 65 percent normal retirement
income target provided under Section 2.01-2 of the ESRIP once
any of the following conditions has been satisfied:
(a) Xxxxxx'x employment is terminated for any reason
after he completes the Second Term;
(b) Xxxxxx becomes totally and permanently disabled at
any time during employment by NNG;
(c) NNG terminates Xxxxxx without cause, where "cause"
has the meaning set forth in paragraph 4(iii) of
Xxxxxx'x separate amended and restated severance
agreement dated September 24, 1998; or
(d) Xxxxxx becomes entitled to receive severance benefits
for termination of employment in connection with a
change in control, where such entitlement is
determined under the provisions of Xxxxxx'x separate
amended and restated severance agreement dated
September 24, 1998."
3. Section 5.3 of the Agreement is amended to read in its entirety as follows:
"5.3 One-half ESRIP. If, after the end of the Initial Term but
prior to the end of the Second Term, Xxxxxx terminates
employment with NNG under circumstances where he is not
entitled to full ESRIP benefits under Section 5.2 above, NNG
shall be liable under the ESRIP to pay Xxxxxx the greater of
(a) the benefit he would otherwise be entitled to under the
ESRIP, or (b) a one-half ESRIP benefit using a 32.5 percent
normal retirement income target under ESRIP Section 2.01-2 in
place of the 65 percent target."
4. Except as otherwise provided herein, all other provisions of the Agreement
shall remain in full force and effect.
IT IS SO AGREED:
NORTHWEST NATURAL XXXX X. XXXXXX
GAS COMPANY
/s/ X. X. Xxxxxx /s/ Xxxx X. Xxxxxx
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Title: President and CEO Dated: September 24, 1998
Dated: September 24, 1998
APPROVED BY THE BOARD OF DIRECTORS OF NORTHWEST NATURAL GAS COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Its Lead Director
Dated: September 24, 1998
