Exhibit 10.6
NORTHWEST NATURAL GAS
COMPANY
EXECUTIVE DEFERRED COMPENSATION
PLAN
AMENDED AND RESTATED 2007
RESTATEMENT
Effective January 1,
1987
Restated as of January 1,
2007
TABLE OF CONTENTS
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PAGE
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ARTICLE I
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PURPOSE
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1
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1.1
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Restatement
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1
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1.2
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Purpose
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1
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ARTICLE II
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DEFINITIONS
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1
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2.1
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Account
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1
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2.2
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Acquiror Stock
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1
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2.3
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Base Annual Salary
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1
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2.4
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Beneficiary
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1
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2.5
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Board
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1
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2.6
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Bonus
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2
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2.7
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Cash Compensation
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2
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2.8
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Change in Control
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2
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2.9
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Committee
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2
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2.10
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Common Stock
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2
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2.11
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Compensation
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2
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2.12
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Corporate Transaction
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2
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2.13
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Corporation
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3
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2.14
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Deferral Commitment
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3
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2.15
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Deferral Deadline
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3
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2.16
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Deferred Cash Compensation
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3
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2.17
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Deferred Compensation Account
Benefit
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3
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2.18
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Determination Date
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3
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2.19
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Disability
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4
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2.20
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Executive
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4
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2.21
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Financial Hardship
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4
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2.22
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Interest
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4
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2.23
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LTIP Compensation
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4
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2.24
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Matching Contribution
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5
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2.25
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Participation Agreement
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5
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2.26
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Plan Benefits
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5
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2.27
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Retirement
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5
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2.28
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Retirement Plan
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5
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2.29
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Supplemental Retirement Benefit
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5
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2.30
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Trust
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5
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ARTICLE III
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DEFERRAL COMMITMENTS
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5
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3.1
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Participation
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5
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3.2
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Deferral Election
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5
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TABLE OF CONTENTS
(Continued)
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PAGE
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ARTICLE IV
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DEFERRED COMPENSATION ACCOUNTS
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6
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4.1
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Accounts
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6
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4.2
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Matching Contribution
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6
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4.3
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Stock Account
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6
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4.4
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Cash Account
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7
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4.5
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Effect of Corporate Transaction on Stock
Accounts
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7
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4.6
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Statement of Account
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8
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ARTICLE V
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PLAN BENEFITS
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8
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5.1
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Plan Benefit
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8
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5.2
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Commencement of Payments
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8
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5.3
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Lump Sum or Installment Payments
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9
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5.4
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Form of Benefit Payment
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9
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5.5
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Hardship Distributions
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9
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5.6
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Death Benefit
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9
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5.7
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Supplemental Retirement Benefit
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9
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5.8
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Withholding; Payroll Taxes
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10
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5.9
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Payment to Guardian
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11
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5.10
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Accelerated Distribution
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11
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ARTICLE VI
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BENEFICIARY DESIGNATION
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11
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6.1
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Beneficiary Designation
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11
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6.2
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Amendments
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11
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6.3
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No Beneficiary Designation
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11
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6.4
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Effect of Payment
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11
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ARTICLE VII
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ADMINISTRATION
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12
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7.1
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Committee; Duties
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12
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7.2
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Agents
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12
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7.3
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Binding Effect of Decisions
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12
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7.4
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Indemnity of Committee
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12
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ARTICLE VIII
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CLAIMS PROCEDURE
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12
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8.1
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Claim
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12
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8.2
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Denial of Claim
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12
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8.3
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Review of Claim
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12
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8.4
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Final Decision
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13
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ii
TABLE OF CONTENTS
(Continued)
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PAGE
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ARTICLE IX
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AMENDMENT AND TERMINATION OF THE
PLAN
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13
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9.1
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Amendment
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13
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9.2
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Corporation’s Right to
Terminate
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13
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ARTICLE X
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MISCELLANEOUS
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14
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10.1
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Unfunded Plan
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14
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10.2
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Unsecured General Creditor
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14
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10.3
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Trust Fund
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14
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10.4
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Nonassignability
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15
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10.5
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Not a Contract of Employment
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15
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10.6
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Protective Provision
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15
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10.7
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Governing Law
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15
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10.8
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Validity
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15
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10.9
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Notice
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15
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10.10
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Successors
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15
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iii
NORTHWEST NATURAL GAS COMPANY
EXECUTIVE DEFERRED COMPENSATION
PLAN
Effective as of January 1,
1987
Restated as of January 1,
2007
ARTICLE I
PURPOSE
1.1 Restatement . Northwest
Natural Gas Company adopted an Executive Deferred Compensation Plan
(the “Plan”) effective January 1, 1987, which was
previously restated effective as of January 1,
2001, January 1, 2003, and December 15, 2005.
Effective as of January 1, 2007, the Plan was amended and
restated by a 2007 Restatement. The Plan is now amended and
restated again by this Amended and Restated 2007 Restatement,
effective as of January 1, 2007.
1.2 Purpose . The purpose of
this Executive Deferred Compensation Plan is to provide an unfunded
deferred compensation plan for a select group of top management
personnel.
ARTICLE II
DEFINITIONS
For purposes of this Plan, the
following words and phrases shall have the meanings indicated,
unless the context clearly indicates otherwise:
2.1 Account .
“Account” means the record or records maintained by the
Corporation for each Executive in accordance with Article IV with
respect to any deferral of Compensation pursuant to this Plan. An
Account shall be either a “Stock Account” as described
in Section 4.3 or a “Cash Account” as described in
Section 4.4.
2.2 Acquiror Stock .
“Acquiror Stock” is defined in
Section 4.5.
2.3 Base Annual Salary .
“Base Annual Salary” means the annual compensation
payable to an Executive, excluding bonuses, commissions, LTIP
Compensation and other noncash compensation.
2.4 Beneficiary .
“Beneficiary” means the person, persons or entity
designated under Article VI to receive any Plan Benefits payable
after an Executive’s death.
2.5 Board .
“Board” means the Board of Directors of Northwest
Natural Gas Company or any successor thereto.
Page 1
2.6 Bonus .
“Bonus” means the compensation derived under the
Corporation’s Executive Annual Incentive Plan or other
similar incentive plan and payable in any year in a lump sum to an
Executive.
2.7 Cash Compensation .
“Cash Compensation” means the total Base Annual Salary
and Bonus remuneration payable by the Corporation to the Executive
for services.
2.8 Change in Control .
“Change in Control” means the occurrence of any of the
following events:
(a) The consummation of:
(i) any consolidation, merger or
plan of share exchange involving the Corporation (a
“Merger”) as a result of which the holders of
outstanding securities of the Corporation ordinarily having the
right to vote for the election of directors (“Voting
Securities”) immediately prior to the Merger do not continue
to hold at least 50% of the combined voting power of the
outstanding Voting Securities of the surviving corporation or a
parent corporation of the surviving corporation immediately after
the Merger, disregarding any Voting Securities issued to or
retained by such holders in respect of securities of any other
party to the Merger; or
(ii) any sale, lease, exchange or
other transfer (in one transaction or a series of related
transactions) of all, or substantially all, the assets of the
Corporation;
(b) At any time during a period of
two consecutive years, individuals who at the beginning of such
period constituted the board of directors of the Corporation
(“Incumbent Directors”) shall cease for any reason to
constitute at least a majority thereof; provided, however, that the
term “Incumbent Director” shall also include each new
director elected during such two-year period whose nomination or
election was approved by two-thirds of the Incumbent Directors then
in office; or
(c) Any person (as such term is used
in Section 14(d) of the Securities Exchange Act of 1934, other
than the Corporation or any employee benefit plan sponsored by the
Corporation) shall, as a result of a tender or exchange offer, open
market purchases or privately negotiated purchases from anyone
other than the Corporation, have become the beneficial owner
(within the meaning of Rule 13d-3 under the Securities Exchange Act
of 1934), directly or indirectly, of Voting Securities representing
twenty percent (20%) or more of the combined voting power of
the then outstanding Voting Securities.
2.9 Committee .
“Committee” means the Organization and Executive
Compensation Committee, or such other Committee as may be
designated by the Board.
2.10 Common Stock .
“Common Stock” means common stock of the
Corporation.
2.11 Compensation .
“Compensation” means Cash Compensation and LTIP
Compensation.
Page 2
2.12 Corporate Transaction .
“Corporate Transaction” means any of the
following:
(a) any consolidation, merger or
plan of share exchange involving the Corporation pursuant to which
shares of Common Stock would be converted into cash, securities or
other property; or
(b) any sale, lease, exchange or
other transfer (in one transaction or a series of related
transactions) of all, or substantially all, the assets of the
Corporation.
2.13 Corporation .
“Corporation” means Northwest Natural Gas Company, an
Oregon corporation, or any successor thereto, and any corporations
or other entities affiliated with or subsidiary to it that may be
selected by the Board from time to time and which take action to
adopt and implement this Plan.
2.14 Deferral Commitment .
“Deferral Commitment” means a Deferral Commitment made
by an Executive pursuant to Article III and for which a
Participation Agreement has been submitted by the Executive to the
Committee.
2.15 Deferral Deadline .
“Deferral Deadline” means, for any Compensation payable
to an Executive, the last day on which the Executive can submit a
Participation Agreement to make a Deferral Commitment with respect
to such Compensation. The Deferral Deadlines for various forms of
Compensation shall be as follows:
(a) For Base Annual Salary payable
in any calendar year, the Deferral Deadline shall be the last day
of the previous calendar year; provided, however, that for a person
who becomes an eligible Executive during a year, the Deferral
Deadline for Base Annual Salary payable for the remainder of the
year shall be 30 days after the person becomes an Executive and the
Deferral Commitment shall only apply to Base Annual Salary payable
after the Participation Agreement is submitted.
(b) For Bonus payable in any
calendar year, including Bonus payable with respect to the
Executive’s or the Corporation’s performance in the
previous calendar year, the Deferral Deadline shall be the last day
of the previous calendar year.
(c) For LTIP Compensation payable at
any time, the Deferral Deadline shall be the date one year prior to
the vesting date for time-based awards and the date one year prior
to the last day of the award period for performance-based awards;
provided, however, that the Deferral Deadline for any LTIP
Compensation that becomes payable in any calendar year on an
accelerated basis as a result of a Change in Control shall be the
last day of the previous calendar year.
2.16 Deferred Cash
Compensation . “Deferred Cash Compensation” means
the amount of Cash Compensation that the Executive elects to defer
pursuant to a Deferral Commitment.
2.17 Deferred Compensation
Account Benefit . “Deferred Compensation Account
Benefit” means the benefit payable to an Executive as
calculated pursuant to Article IV and payable under Sections 5.1
through 5.6.
2.18 Determination Date .
“Determination Date” means the last day of each
calendar quarter.
Page 3
2.19 Disability .
“Disability” means a physical or mental condition that,
in the opinion of the Committee, prevents the Executive from
satisfactorily performing the Executive’s usual duties for
the Corporation. The Committee’s decision as to Disability
will be based upon medical reports and/or other evidence
satisfactory to the Committee.
2.20 Executive .
“Executive” means one of a select group of management
or highly compensated employees of the Corporation, which shall
consist of all executive officers of the Corporation and any other
employee of the Corporation designated in writing by the Chief
Executive Officer of the Corporation for participation in the
benefits of the Plan.
2.21 Financial Hardship .
“Financial Hardship” means a severe financial hardship
to the Executive resulting from a sudden and unexpected illness or
accident of the Executive or of a dependent of the Executive, loss
of the Executive’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Executive. Financial Hardship
shall be determined by the Committee on the basis of information
supplied by the Executive in accordance with uniform guidelines
promulgated from time to time by the Committee.
2.22 Interest .
“Interest” is credited to Cash Accounts under the Plan
and means the quarterly equivalent of an annual yield that is two
percentage points (2%) higher than the annual yield on
Moody’s Average Corporate Bond Yield for the preceding
quarter, as published by Moody’s Investors Service, Inc. (or
any successor thereto), or, if such index is no longer published, a
substantially similar index selected by the Board. At no time shall
such Interest rate be less than six percent
(6%) annually.
Notwithstanding the foregoing
provisions of this Section 2.22, effective as of
January 1, 2017, the Interest rate shall equal the rate of
interest for interest credited to cash accounts under the
Corporation’s Deferred Compensation Plan for Directors and
Executives, as such plan may be amended from time to time (the
“DCPDE”), regardless of whether or not such rate of
interest shall be more or less than six percent (6%) annually;
provided, however, that if at any time on or after January 1,
2017 there is no interest credited to cash accounts under the DCPDE
because the DCPDE shall have ceased to operate or for any other
reason, then, at such time on or after January 1, 2017, the
Interest rate shall equal the quarterly equivalent of an annual
yield that is equal to the annual yield on Moody’s Average
Corporate Bond Yield for the preceding quarter, as published by
Moody’s Investors Service, Inc. (or any successor thereto),
or, if such index is no longer published, a substantially similar
index selected by the Board, regardless of whether or not such
Interest rate shall be more or less than six percent
(6%) annually. Any change in the Interest rate that occurs on
January 1, 2017 or thereafter pursuant to the provisions of
this paragraph shall not constitute a “change in the
definition of Interest” within the meaning of
Section 9.1(b) below.
2.23 LTIP Compensation .
“LTIP Compensation” means compensation paid to an
Executive pursuant to an award under the Corporation’s Long
Term Incentive Plan. LTIP Compensation may be payable to the
Executive either in Common Stock (“Stock LTIP
Compensation”) or in cash (“Cash LTIP
Compensation”).
Page 4
2.24 Matching Contribution .
“Matching Contribution” means the contribution made by
the Corporation and credited to the Executive’s Account under
Section 4.2.
2.25 Participation Agreement
. “Participation Agreement” means the agreement
submitted by an Executive to the Committee no later than the
applicable Deferral Deadline with respect to one or more Deferral
Commitments.
2.26 Plan Benefits .
“Plan Benefits” mean the Deferred Compensation Account
Benefit and the Supplemental Retirement Benefit.
2.27 Retirement .
“Retirement” means either early retirement, normal
retirement, or disability retirement under the Retirement
Plan.
2.28 Retirement Plan .
“Retirement Plan” means the Corporation’s
Retirement Plan for Non-Bargaining Unit Employees.
2.29 Supplemental Retirement
Benefit . “Supplemental Retirement Benefit” means
the benefit payable to an Executive under
Section 5.7.
2.30 Trust .
“Trust” means the Northwest Natural Gas Company
Umbrella Trust™ For Executives established by the Corporation
in connection with this Plan.
ARTICLE III
DEFERRAL
COMMITMENTS
3.1 Participation . An
eligible Executive may elect to participate in the Plan by
submitting a Participation Agreement to the Committee no later than
the applicable Deferral Deadline. An election to defer Compensation
by the Executive shall continue from year to year and shall be
irrevocable with respect to Compensation once the Deferral Deadline
for that Compensation has passed, but may be modified or terminated
by written notice from the Executive at any time on or prior to the
Deferral Deadline for that Compensation.
3.2 Deferral Election
.
(a) Election to Defer Cash
Compensation . An Executive may, no later than the applicable
Deferral Deadline, elect to defer receipt of a certain whole
percentage, up to fifty percent (50%), of the Base Annual Salary
and a certain whole percentage, up to one hundred percent (100%),
of any Bonus payable to the Executive as an employee of the
Corporation.
(b) Election to Defer LTIP
Compensation . An Executive may, no later than the applicable
Deferral Deadline, elect to defer receipt of a certain whole
percentage, up to one hundred percent (100%), of any Stock LTIP
Compensation and a certain whole percentage, up to one hundred
percent (100%), of any Cash LTIP Compensation that becomes payable
to the Executive.
(c) FICA Withholding . Under
current law, all Compensation and Matching Contributions credited
to an Executive’s Accounts will be treated as wages subject
to FICA tax,
Page 5
and the Corporation will be required
to withhold FICA tax from the Executive. The amount required to be
withheld for FICA tax with respect to any amount of deferred
Compensation or related Matching Contribution shall be withheld
from the non-deferred portion, if any, of the same Compensation;
provided, however, that if the non-deferred portion of the
Compensation is insufficient to cover the full required
withholding, the Corporation shall withhold the remaining amount
from other non-deferred Compensation payable to the Executive
unless the Executive otherwise pays such remaining amount to the
Corporation.
(d) Financial Hardship .
Termination of the Executive’s election to defer may, solely
in the Committee’s discretion, become applicable as soon as
practicable after the Committee’s determination that the
Executive has incurred Financial Hardship, as evidenced by the
Executive to the Committee.
ARTICLE IV
DEFERRED COMPENSATION
ACCOUNTS
4.1 Accounts . The
Corporation shall establish on its books one or two separate
Accounts for each Executive who elects to defer Compensation under
the Plan: a Cash Account and/or a Stock Account. Compensation
deferred by an Executive shall be credited to the Stock Account or
the Cash Account as elected by the Executive at the time the
Executive elects to defer Compensation. Such election may be
divided between the two Accounts in increments of twenty-five
percent (25%) of the deferred Compensation covered by the
election. An Executive may change the allocation of new deferrals
of Compensation between the Stock Account and the Cash Account, but
such change shall apply to new deferrals only if it is submitted on
or prior to the Deferral Deadline for such new deferrals. Once
Compensation has been credited to the Stock Account or the Cash
Account, no transfers between the Stock Account and the Cash
Account shall be permitted except as otherwise provided in
Section 4.5(d). The credit for deferred Compensation shall be
entered on the Corporation’s books of account at the time
that Compensation not deferred is paid or payable to the
Executive.
4.2 Matching Contribution .
The Corporation shall credit a Matching Contribution to an
Executive’s Account based on the amount of Deferred Cash
Compensation elected by the Executive; provided, however, that no
Matching Contributions shall be made to the Account of any
Executive who is not eligible to participate in the
Corporation’s Retirement K Savings Plan until such time of
eligibility. The amount of the Matching Contribution shall be equal
to the excess of (a) the lesser of (i) sixty percent
(60%) of the Executive’s Deferr