EXHIBIT 10(D)
ORIGINAL SIGNED COUNTERPART
EMPLOYMENT AGREEMENT
This agreement is between Northwest Natural Gas Company, an Oregon
corporation, hereinafter referred to as "NNG", and Lea Xxxx Xxxxxxxxx,
hereinafter referred to as "Xxxxxxxxx".
WHEREAS, Xxxxxxxxx has chosen to leave her position at PacifiCorp effective
October 30, 2000; and
WHEREAS, NNG desires to employ Xxxxxxxxx in a human resources capacity;
WHEREAS, the parties have reached an agreement for the employment of
Xxxxxxxxx;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
the parties agree as follows:
1. POSITIONS AND RESPONSIBILITIES
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1.1 Xxxxxxxxx shall be employed by NNG as its Vice President of Human
Resources on October 30, 2000, reporting directly to the President and
CEO, and shall have responsibility for human resources, including
organization development and HRIS, and for such other activities
assigned to her by the President and CEO.
1.2 The Board shall retain at all times its inherent authority to elect
and remove all officers.
2. SALARY
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2.1 Xxxxxxxxx'x salary commencing on October 30, 2000, shall be $140,000
per year.
2.2 The salaries of all officers are adjusted by the Board of Directors
annually.
3. OTHER BENEFITS
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3.1 The benefits granted to Xxxxxxxxx include those made available to all
exempt employees, as determined from time to time.
3.2 Xxxxxxxxx will initially accrue vacation at the rate of 1.250 days per
month, recognizing her experience in excess of ten years, and
thereafter at the standard vacation accrual rate.
3.3 Xxxxxxxxx is eligible, effective upon her employment, for immediate
participation in all of the benefits described above with the
exception of the Retirement K Savings Plan which has a 90-day period
of service before participation begins, and the Employee Stock
Purchase Plan which has a six-month waiting period.
3.4 In addition to regular benefits, upon election as vice president,
Xxxxxxxxx shall be eligible for special executive benefits made
available by the Board of Directors at that time to officers of NNG.
These currently include the Executive Supplemental Retirement Income
Plan, the Executive Deferred Compensation Plan, the 1985 Stock Option
Plan, the Executive Annual Incentive Plan, as adjusted by the Board to
address strategic priorities, the Executive Supplemental Disability
Income Plan, Executive Severance Agreement, Change in Control
Severance Agreement, and the Executive vehicle allowance and parking
benefit.
4. SPECIAL CONDITIONS
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4.1 It is a condition precedent of this Agreement that Xxxxxxxxx will
provide evidence of good health through a physical exam and
pre-employment drug test to be scheduled and arranged by NNG.
4.2 In March, 2001, NNG will pay a signing bonus of $27,200 to Xxxxxxxxx,
intended to compensate Xxxxxxxxx in part for the lost opportunity to
receive a performance award at PacifiCorp for 2000 performance.
4.3 Upon employment, Xxxxxxxxx shall be granted 5,000 shares of company
stock under the 1985 Stock Option Plan.
4.4 The existence and terms of this agreement will remain confidential
until at least October 3, 2000.
5. GENERAL PROVISIONS
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5.1 This agreement is not assignable without the express approval of both
parties.
5.2 This agreement may not be amended or canceled except by mutual
agreement in writing.
5.3 Notices shall be sufficient if sent by registered or certified mail to
the addresses last specified by the parties.
5.4 If litigation is commenced by either party to enforce the provisions
of the Agreement, the prevailing party shall be entitled to an award
of costs and reasonable attorneys' fees.
5.5 This Agreement shall be construed in accordance with the laws of the
State of Oregon.
IT IS SO AGREED:
NORTHWEST NATURAL
GAS COMPANY LEA XXXX XXXXXXXXX
By: /s/ X. X. Xxxxxx By: /s/ Lea Xxxx Xxxxxxxxx
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Its President Dated: 10/4/00
Dated: 10/20/00
