Exhibit 10.15
RETENTION AGREEMENT
This AGREEMENT is made and entered
into as of this 24th day of May, 2006, by and between PacifiCorp,
an Oregon corporation (“Company”) and Richard D. Peach
(“Employee”).
WHEREAS, Employee is currently
employed by Company as Senior Vice President and Chief Financial
Officer; and
WHEREAS, Employee is a participant
in the PacifiCorp Executive Severance Plan December 1, 1996 (as
amended and restated effective December 1, 1998) (“Severance
Plan”); and
WHEREAS, Employee is a participant
in the PacifiCorp Supplemental Executive Retirement Plan dated
January 1, 1996 (as amended through amendment no. 8) (the
“SERP”); and
WHEREAS, a Change in Control, as
defined in the SERP, has occurred; and
WHEREAS, pursuant to section 3.9 of
the SERP, Employee is entitled to certain benefit enhancements if
Employee voluntarily resigns employment at least 12 months, and no
more than 14 months after such Change in Control ; and
WHEREAS, Company desires that
Employee not voluntarily resign employment for a period of time,
but waive certain claims;
NOW, THEREFORE, in consideration of
the promises and mutual covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of
which are mutually acknowledged, Company and Employee hereby agree
as follows:
1. Employee
agrees not to voluntarily resign from employment with Company prior
to November 22, 2006 (“Retention Date”).
2. If
Employee has not resigned or been terminated for cause prior to the
Retention Date, Company will give Employee the enhanced benefit
described in the SERP Section 3.9(a) for employees who voluntarily
terminate their employment at least 12 months and no more than 14
months after a Change in Control (as defined in the SERP). These
benefits will be given regardless of whether the Retention Date is
12 to 14 months after a Change in Control.
3. Company
agrees that Employee is entitled to the SERP Section 3.9(a)
enhanced benefits in the case of involuntary termination (as
defined in the SERP) occurring prior to the Retention Date
regardless of whether Employee thereafter resigns or is terminated
for other than cause.
4. In
no event is Employee entitled to twice the enhanced benefits
described in the SERP Section 3.9.
5. If
Employee has not resigned or been terminated for cause prior to the
Retention Date and provided Employee complies with Section 3.04 and
Articles IV, V and VI of the Severance Plan, Employee shall be
entitled to Change in Control severance benefits under Section
4.01-1 of the Severance Plan regardless of whether Employee
thereafter resigns o
