Oregon | 93-0256722 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Item 9.01 | Financial Statements and Exhibits. |
Exhibit | Description | |
10.1 | Severance Agreement between Northwest Natural Gas Company and an executive officer, dated as of August 1, 2016 |
NORTHWEST NATURAL GAS COMPANY | |
(Registrant) | |
Dated: July 29, 2016 | /s/ Shawn M. Filippi |
Vice President, Chief Compliance Officer and | |
Corporate Secretary |
Instructions to Employee: This document is important. Before signing it: Take time to review it. You have 21 calendar days to consider this Release of Claims before signing it. You also have a period of up to seven (7) days after the date you sign this Release of Claims in which to revoke it in writing by delivering a written statement to Lea Anne Doolittle. |
1. | Separation of Employment. Your employment with the Company is ending effective _________ __, 2___, the Termination Date defined herein, whether or not you choose to sign this Release. Until that date, you will be on a paid leave of absence. As described in more detail in Paragraph 16 below, you have until _________ __, 2___ to consider this Release and, if you choose to enter into this Release, you must execute it on or before that date. |
2. | Severance Benefits. You understand that if you sign and do not revoke this Release, the Company will provide you with the severance benefits set forth in the Severance Agreement. |
3. | Effect of Release on Other Compensation and Benefits. |
1. | Health, Disability and Life Insurance Plans. Except as otherwise specified in this Release, this Release does not alter any rights you may have as a terminated employee under the Company’s group health, disability, life insurance or other health or welfare plans. |
2. | Retirement and Retiree Health and Life Insurance Benefits. This Release does not alter any vested rights to benefits in the Company’s retirement plans, including the Company’s 401(k) plan; nor does this Release affect your eligibility for retiree health and life insurance benefits provided by the Company’s retiree health and life insurance plans, if you otherwise qualify for participation in those plans. |
3. | COBRA. Your regular health coverage will continue through _________ __, 2___. Pursuant to COBRA, you may, if eligible, continue your group health benefits for a period of eighteen (18) months from termination of your employment at your sole expense. You will receive additional information explaining rates and your options under COBRA in separate correspondence. This Release has no impact on your COBRA rights. |
4. | Treatment of Severance Payment. You understand that, pursuant to the rules of the Company’s 401(k) plan, the severance payment cannot be contributed to the Company’s 401(k) plan. You also understand that because of pension benefit rules, the severance payment will not be considered earnings in the calculation of your pension benefits under the Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees of Northwest Natural Gas Company or the Northwest Natural Gas Company Supplemental Executive Retirement Plan. |
5. | Equity Awards. Restricted stock units, performance shares and stock options that you have been awarded under the Northwest Natural Gas Company Long Term Incentive Plan, if any, will be governed by the terms of the award agreements and the Long Term Incentive Plan. |
6. | Waiver of Participation in Other Compensation or Employee Benefit Plans. You understand that the Company will not provide you any other severance, compensation, termination benefits or payments of any kind except those specified in the Severance |
4. | Release of Claims. In consideration for the severance benefits described in the Severance Agreement, and to the full extent permitted by applicable law, you fully release and discharge the Company, its related corporations or other business entities, and all current and former officers, directors, employees, agents, insurers, shareholders, representatives and assigns (“Released Parties”), from any and all claims, liabilities, damages, or causes of action of any kind relating to your employment or the termination of your employment. This release includes, but is not limited to, any and all claims, whether known or unknown to you at this time, under any contract, express or implied, or under any common law theory, or under any law relating to employment. This release also includes, but is not limited to all claims for additional compensation, benefits or wages in any form, reimbursements, reemployment or reinstatement, severance pay, damages, whether actual or presumed, for equitable relief including injunction, and for all other known or unknown claims or remedies. You understand that this provision means that you are waiving and releasing claims that you may have and that you will not be able to sue the Company based on actions that may have occurred relating to your employment at the Company. |
5. | No Future Claims. To the full extent permitted by law, you promise and covenant that you will not initiate, prosecute, or maintain any legal claim, or proceeding of any kind or nature whatsoever against the Company related in any way to your employment. However, this covenant shall not prevent either party from seeking to enforce this Release or to challenge the enforceability of this Release under the Older Workers Benefit Protection Act. |
6. | Agreement to Assist in Transition. Prior to your Termination Date, you agree that, upon the Company’s request, you will cooperate in providing prompt and reliable information to assist the Company in its transition of any of your former job functions. |
7. | Protection of Confidential Information and Nondisparagement. |
1. | Confidentiality and Ownership of Company Information. You agree and acknowledge that during the course of your employment you had access to certain information not generally known to the public relating to business plans or strategic plans of the Company; technology, trade secrets, processes, work in progress or other proprietary information that derives economic value, actual or potential, from not being generally known to the public or other persons who can obtain economic value from its disclosure or use; and any other confidential or proprietary information concerning the Company or its affiliates. You further agree that all such information is and shall remain the exclusive property of the Company whether or not such information was conceived or developed by the Company or you. You agree that you will not at any time use, disclose or in any way allow the use or disclosure of any such information, without the prior written permission of the Company. |
2. | Nondisparagement. Except as otherwise required by law, you agree that you will not publish any statement (orally, in writing or in any other form), or participate in the making of any statement which is disparaging or detrimental in any way to the Company, its services, affairs or operations. |
3. | Equitable Relief. You acknowledge that in the event you breach any of the provisions of Paragraph 7, the Company will suffer irreparable injury because money damages would be inadequate to safeguard the Company’s protectible interests. In the event of an actual or threatened breach of any of these provisions, you consent to the granting, by any court having jurisdiction and without the necessity of proving actual monetary loss, of an injunction or other equitable relief enjoining any breach of the above-referenced provisions. You further agree that the prevailing party in any action to enforce Paragraph 7 of this Release shall be entitled to recover reasonable costs and attorneys’ fees, including costs of appeal. |
8. | Unemployment. The Company will not contest any claim you may make for unemployment insurance benefits from the State, should you choose to seek such benefits. You should instruct the State representative to direct any unemployment inquiries to Sara Eder in the Human Resources Department. NW Natural is not responsible for information provided in response to any inquiry that is directed to anyone other than Ms. Eder. |
9. | Return of Company Property. You agree to return all Company property, including keys, car keys, security cards, and all computer discs, hardware, software and other materials belonging to the Company, and you agree not to retain or attempt to use any Company property. |
10. | Review Period. You understand and acknowledge that you have 21 calendar days to consider this Release before executing it and that you have a period of seven days after execution of this Release in which you may elect to revoke the Release, as further explained in Paragraph 16 below. |
11. | Agreement to Repay. You agree to repay any amounts received under the Severance Agreement and to pay the reasonable attorneys’ fees, costs, and any damages the Company or any Released Parties may incur in the event that an arbitrator or court of competent jurisdiction determines that |
12. | Entire Agreement. This Release and the Severance Agreement constitute the entire agreement between the Company and you as to their subject matter, and fully supersede any prior agreements or understandings between the parties. This Release cannot be amended except in a writing signed by you and an authorized representative of the Company. You understand that no one is authorized to make representations or promises to you beyond what is in this Release. You acknowledge that you have not relied on any representations, promises, or agreements of any kind made to you in connection with your decision to sign this Release, except for those set forth in this document. |
13. | Severability. If any of the provisions of this Release are declared by any court or arbitrator of competent jurisdiction to be illegal, invalid, or otherwise unenforceable, the remaining portion, terms and provisions of this Release shall nevertheless remain in full force and effect in a manner that, as fully as possible, effectuates the intention of the parties to this Release. Moreover, if one or more of the provisions in this Release, for any reason, shall be held to be excessively broad as to scope or subject to be unenforceable at law, such provision or provisions shall be construed by the appropriate judge or arbitrator by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law. |
14. | Dispute Resolution. Any disputes arising in connection with the terms or enforcement of this Release, except as otherwise provided in Paragraph 7 above, shall be resolved by confidential mediation or binding arbitration in accordance with the procedures of the Arbitration Service of Portland or other procedures agreed upon by you and the Company. In accordance with applicable law, this dispute resolution provision shall not apply to any action challenging the enforceability of this Release under the Older Workers Benefit Protection Act. |
15. | Applicable Law. You acknowledge that this Release will be governed by the laws of the State of Oregon, and you agree that this Release will be deemed to have been jointly prepared by you and the Company, and any uncertainty or ambiguity existing herein shall not be interpreted against any party as a preparer, but according to the application of other rules on the interpretation of contracts, if any such uncertainty or ambiguity exists. |
16. | Acknowledgment, Time for Acceptance and Revocation of Release. |
1. | You understand that your employment with the Company is ending on _________ __, 2___, (the Termination Date), whether or not you sign this Release. |
2. | By signing below, you acknowledge that (a) you have read this Release and understand the effect of the release provision and that you are releasing legal claims that you may have; (b) you have had adequate time to consider this Release and you enter into the Release voluntarily; (c) as consideration for executing this Release, you will receive severance benefits to which you would not otherwise be entitled; and (d) you hereby are advised to review this Release with an attorney (at your own expense) before signing this Release. |
3. | You acknowledge that you were first provided with this Release on _________ __, 2___ (“Receipt Date”) and that you have been apprised that you have 21 calendar days from the Receipt Date (or until close of business on _________ __, 2___) to consider this Release. |
4. | You understand that to accept the terms of this Release, you must sign and return the Release to Lea Anne Doolittle on or before _________ __, 2___. If you do not sign the Release by that date, you will not receive any benefits under the Severance Agreement. |
5. | You further acknowledge that, after signing this Release, you have seven (7) days in which you may revoke the Release. If you choose to revoke the Release, you must provide written notice to Lea Anne Doolittle, Senior Vice President over Human Resources, NW Natural Gas Company, 220 NW Second Ave, Portland, OR 97209. This Release shall not become effective, and you shall not be entitled to any benefits under the Severance Agreement, until after the expiration of the revocation period without revocation by you. |