Exhibit 10(e)
AMENDMENT TO EMPLOYMENT AGREEMENT
The Employment Agreement between Northwest Natural Gas Company, an
Oregon corporation ("NNG"), and Xxxxxxx X. Xxxxxx ("Xxxxxx") dated October 30,
1995, as previously amended on February 22, 1996 and December 18, 1997 (the
"Agreement"), is hereby further amended as follows:
1. Section 5.2 of the Agreement is amended in its entirety to read as follows:
"5.2 So that Xxxxxx will be fully vested and eligible for ESRIP
benefits on February 28, 2003, NNG shall effective as of
February 27, 1996 grant him credit for eight years of prior
service for purposes of benefit accrual under Section 2.01 of
the ESRIP and credit for three years of prior service for
purposes of vesting under Section 2.05 of the ESRIP."
2. Section 6.1 of the Agreement is amended in its entirety to read as follows:
"6.1 If Xxxxxx should die before February 28, 2003 and while he is
employed pursuant to this Agreement, NNG shall grant to his
surviving spouse the full 100% joint and survivor annuity
which would have been available if he had been fully vested
with 15 years of service credit under the ESRIP on the date of
death. In calculating the benefit for his surviving spouse,
there shall not be taken into account any reduction under
Section 2.02-3 of the ESRIP based on his age on the date of
death."
3. Section 6.2 of the Agreement is amended in its entirety to read as follows:
"6.2 NNG shall be liable under the ESRIP to pay Xxxxxx the full
ESRIP benefit as if he were fully vested with 15 years of
service credit under the ESRIP and without reduction under
Section 2.02-3 of the ESRIP based on age at retirement, once
any of the following conditions has been satisfied:
(a) Xxxxxx becomes physically or mentally disabled so
that, in the sole judgment of the Organization and
Executive Compensation Committee of the Board of
Directors, he is unable to fulfill the
responsibilities of his office;
(b) NNG terminates Xxxxxx without cause, where "cause"
has the meaning set forth in paragraph 4(iii) of
Xxxxxx'x separate severance agreement dated September
24, 1998; or
(c) 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
severance agreement dated September 24, 1998."
4. Section 6.4 of the Agreement is renumbered as Section 6.3.
5. Sections 6.3, 6.5 and 7 and Exhibit B of the Agreement are hereby deleted
in their entirety.
6. Except as otherwise provided herein, all other provisions of the Agreement
shall remain in full force and effect.
IT IS SO AGREED:
NORTHWEST NATURAL XXXXXXX X. XXXXXX
GAS COMPANY
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxx
--------------------- ---------------------
Title: Chairman of the Board Dated: September 24, 1998
Dated: September 24, 1998
APPROVED BY THE BOARD OF DIRECTORS OF NORTHWEST NATURAL GAS COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxxx
----------------------------
Its Lead Director
Dated: September 24, 1998
