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Exhibit
10.23
PORTLAND GENERAL ELECTRIC
COMPANY
2006 STOCK INCENTIVE
PLAN
Effective as of
March 31, 2006
(As Amended and Restated
October 24, 2007)
1. Purpose. The
Portland General Electric Company 2006 Stock Incentive Plan, as
amended and restated (the “ Plan ”) is intended
to provide incentives which will attract, retain and motivate
highly competent persons as officers, directors and key employees
of Portland General Electric Company (the “ Company
”) and its subsidiaries and Affiliates, by providing them
with appropriate incentives and rewards in the form of rights to
earn shares of the common stock of the Company (“ Common
Stock ”) and cash equivalents.
2. Definitions. A
listing of the defined terms utilized in the Plan is set forth in
Appendix A.
3. Effective Date of
Plan. The Plan is effective on March 31, 2006.
4.
Administration.
(a) Committee . The
Plan will be administered by a committee (the “
Committee ”) appointed by the Board of Directors of
the Company (the “ Board of Directors ”) from
among its members (which may be the Compensation and Human
Resources Committee) and shall be comprised, solely of not less
than two (2) members who shall be (i) “non-employee
directors” within the meaning of Rule 16b-3(b)(3) (or any
successor rule) promulgated under the Securities Exchange Act of
1934, as amended (the “ Exchange Act ”) and
(ii) “outside directors” within the meaning of
Treasury Regulation Section 1.162-27(e)(3) under
Section 162(m) of the Internal Revenue Code of 1986, as
amended (the “ Code ”).
(b) Authority . The
Committee is authorized, subject to the provisions of the Plan, to
establish such rules and regulations as it deems necessary for the
proper administration of the Plan and, in its sole discretion, to
make such determinations, valuations and interpretations and to
take such action in connection with the Plan and any Awards (as
hereinafter defined) granted hereunder as it deems necessary or
advisable. All determinations and interpretations made by the
Committee shall be binding and conclusive on all participants and
their legal representatives.
(c) Indemnification .
No member of the Committee and no employee of the Company shall be
liable for any act or failure to act hereunder, or for any act or
failure to act hereunder by any other member or employee or by any
agent to whom duties in connection with the administration of this
Plan have been delegated, except in circumstances involving his or
her bad faith or willful misconduct. The Company shall indemnify
members of the Committee and any agent of the Committee who is an
employee of the Company, or of a subsidiary or an Affiliate against
any and all liabilities or expenses to which they may be subjected
by reason of
any act or failure to act with respect
to their duties on behalf of the Plan, except in circumstances
involving such person’s bad faith or willful misconduct. For
purposes of this Plan, “ Affiliate(s) “ means
any entity that controls, is controlled by or is under common
control with the Company; provided, however , that neither
the Disputed Claims Reserve, the Disputed Claims Overseers, the
Plan Administrator nor the Disbursing Agent, as those terms are
defined in Fifth Amended Joint Plan of Affiliated Debtors In Re
Enron Corp. et al., shall be an Affiliate.
(d) Delegation and
Advisers . The Committee may delegate to one or more of its
members, or to one or more employees or agents, such duties and
authorities as it may deem advisable including the authority to
make grants as permitted by applicable law, the rules of the
Securities and Exchange Commission (the “ SEC ”)
and any requirements of the New York Stock Exchange (the “
NYSE ”), and the Committee, or any person to whom it
has delegated duties or authorities as aforesaid, may employ one or
more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan. The Committee
may employ such legal or other counsel, consultants and agents as
it may deem desirable for the administration of the Plan and may
rely upon any opinion or computation received from any such
counsel, consultant or agent. Expenses incurred by the Committee in
the engagement of such counsel, consultant or agent shall be paid
by the Company, or the subsidiary or Affiliate whose employees have
benefited from the Plan, as determined by the Committee.
5. Type of Awards.
Awards under the Plan may be granted in any one or a combination of
(a) Stock Options, (b) Stock Appreciation Rights,
(c) Restricted Stock Awards, and (d) Stock Units (each as
described below, and collectively, the “ Awards
”). Awards may, as determined by the Committee in its
discretion, constitute Performance-Based Awards, as described in
Section 13 hereof.
6. Participants.
Participants will consist of (i) such officers and key
employees of the Company and its subsidiaries and Affiliates as the
Committee in its sole discretion determines to be significantly
responsible for the success and future growth and profitability of
the Company and whom the Committee may designate from time to time
to receive Awards under the Plan and (ii) each director of the
Company who is not otherwise an employee of the Company or any of
its subsidiaries and whom the Committee may designate from time to
time to receive Awards under the Plan. Designation of a participant
in any year shall not require the Committee to designate such
person to receive an Award in any other year or, once designated,
to receive the same type or amount of Award as granted to the
participant in any other year. The Committee shall consider such
factors as it deems pertinent in selecting participants and in
determining the type and amount of their respective
Awards.
7. Grant
Agreements.
(a) Awards granted under the
Plan shall be evidenced by an agreement (“ Grant
Agreement ”) that shall provide such terms and
conditions, as determined by the Committee in its sole discretion,
provided, however, that in the event of any conflict between
the provisions of the Plan and any such Grant Agreement, the
provisions of the Plan shall prevail.
(b) The Grant Agreement will
determine the effect on an Award of the disability, death,
retirement, involuntary termination, termination for cause or other
termination of employment or service of a participant and the
extent to which, and the period during which, the
participant’s legal representative, guardian or beneficiary
may receive payment of an Award or exercise rights thereunder. If
the relevant Grant Agreement does not provide otherwise, however,
the following default rules shall apply:
(i) vested Stock Option and
Stock Appreciation Rights held by a participant shall be
exercisable for a period of 90 days following the date the
participant ceases to be an employee or director of the Company,
its subsidiaries and Affiliates;
(ii) unvested Stock Option,
Stock Appreciation Rights, Restricted Stock Awards and Stock Units
held by a participant shall be forfeited on the date the
participant ceases to be an employee or director of the Company,
its subsidiaries and Affiliates.
(c) Subject to
Section 13(e), the Committee, in its sole discretion, may
modify a Grant Agreement, provided any such modification will not
materially adversely affect the economic interests of the
participant unless the Committee shall have obtained the written
consent of the participant. Notwithstanding the foregoing, the
Committee shall not reduce the exercise price of a Stock Option or
Stock Appreciation Right (other than under Section 15) without
the approval of the Company’s shareholders.
(d) Grant Agreements under
the Plan need not be identical.
8. Stock
Options.
(a) Generally . At any
time, the Committee may grant, in its discretion, awards of stock
options that will enable the holder to purchase a number of shares
of Common Stock from the Company, at set terms (a “ Stock
Option ”). Stock Options may be incentive stock options
(“ Incentive Stock Options ”), within the
meaning of Section 422 of the Code, or Stock Options which do
not constitute Incentive Stock Options (“ Nonqualified
Stock Options ”). The Committee will have the authority
to grant to any participant one or more Incentive Stock Options
and/or Nonqualified Stock Options. Each Stock Option shall be
subject to such terms and conditions, including vesting, consistent
with the Plan as the Committee may provide in the Grant Agreement,
subject to the following limitations:
(b) Exercise Price .
Each Stock Option granted hereunder shall have such per-share
exercise price as the Committee may determine in the Grant
Agreement, but such exercise price may not be less than “Fair
Market Value” (as defined in Section 8(g) below) on the
date the Stock Option is granted, except as provided in
Section 11(c).
(c) Payment of Exercise
Price . The option exercise price may be paid in cash or, in
the discretion of the Committee and in accordance with any
requirements established by the
Committee, by the delivery of shares of
Common Stock of the Company then owned by the participant. In the
discretion of the Committee and in accordance with any requirements
established by the Committee, payment may also be made by
delivering a properly executed exercise notice to the Company
together with a copy of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds
to pay the exercise price.
(d) Exercise Period .
Stock Options granted under the Plan shall be exercisable at such
time or times and subject to such terms and conditions, including
vesting, as shall be determined by the Committee in the Grant
Agreement.
(e) Limitations on
Incentive Stock Options . Incentive Stock Options may be
granted only to participants who are employees of the Company or of
a “ Parent Corporation ” or “
Subsidiary Corporation ” (as defined in Sections
424(e) and (f) of the Code, respectively) at the date of
grant. The aggregate “Fair Market Value” (as defined
and determined as of the time the Stock Option is granted in
accordance with Section 8(g) below) of the Common Stock with
respect to which Incentive Stock Options are exercisable for the
first time by a participant during any calendar year (under all
option plans of the Company and of any Parent Corporation or
Subsidiary Corporation) shall not exceed one hundred thousand
dollars ($100,000). For purposes of the preceding sentence,
Incentive Stock Options will be taken into account in the order in
which they are granted. The per-share exercise price of an
Incentive Stock Option shall not be less than one hundred percent
(100%) of the Fair Market Value of the Common Stock on the
date of grant, and no Incentive Stock Option may be exercised later
than ten (10) years after the date it is granted.
(f) Additional Limitations
on Incentive Stock Options for Ten Percent Shareholders .
Incentive Stock Options may not be granted to any participant who,
at the time of grant, owns stock possessing (after the application
of the attribution rules of Section 424(d) of the Code) more
than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent Corporation or
Subsidiary Corporation, unless the exercise price of the option is
fixed at not less than one hundred ten percent (110%) of the
Fair Market Value of the Common Stock on the date of grant and the
exercise of such option is prohibited by its terms after the
expiration of five (5) years from the date of grant of such
option.
(g) Fair Market Value
. For purposes of this Plan and any Awards granted hereunder,
“ Fair Market Value ” shall be the closing price
of the Common Stock on the relevant date (or on the last preceding
trading date if Common Stock was not traded on such date) if the
Common Stock is readily tradable on a national securities exchange
or other market system, and if the Common Stock is not readily
tradable, Fair Market Value shall mean the amount determined in
good faith by the Committee as the fair market value of the Common
Stock.
9. Stock Appreciation
Rights.
(a) Generally . At any
time, the Committee may, in its discretion, grant stock
appreciation rights with respect to Common Stock (“ Stock
Appreciation Rights ”), including a concurrent grant of
Stock Appreciation Rights in tandem with any Stock
Option
grant. A Stock Appreciation Right means
a right to receive a payment in cash or in Common Stock of an
amount equal to the excess of (i) the Fair Market Value of a
share of Common Stock on the date the right is exercised over
(ii) the Fair Market Value of a share of Common Stock on the
date the right is granted, all as determined by the Committee. Each
Stock Appreciation Right shall be subject to such terms and
conditions, including vesting, as the Committee shall impose in the
Grant Agreement.
(b) Exercise Period .
Stock Appreciation Rights granted under the Plan shall be
exercisable at such time or times and subject to such terms and
conditions, including vesting, as shall be determined by the
Committee in the Grant Agreement.
10. Restricted Stock
Awards.
(a) Generally . At any
time, the Committee may, in its discretion, grant Awards of Common
Stock, subject to restrictions determined by the Committee (a
“ Restricted Stock Award ”). Such Awards may
include mandatory payment of any bonus in stock consisting of
Common Stock issued or transferred to participants with or without
other payments therefor and may be made in consideration of
services rendered to the Company or its subsidiaries or Affiliates.
A Restricted Stock Award shall be construed as an offer by the
Company to the participant to purchase the number of shares of
Common Stock subject to the Restricted Stock Award at the purchase
price, if any, established therefore.
(b) Payment of the
Purchase Price . If the Restricted Stock Award requires payment
therefor, the purchase price of any shares of Common Stock subject
to a Restricted Stock Award may be paid in any manner authorized by
the Committee, which may include any manner authorized under the
Plan for the payment of the exercise price of a Stock
Option.
(c) Restrictions .
Restricted Stock Awards shall be subject to such terms and
conditions, including without limitation time based vesting and/or
performance based vesting, restrictions on the sale or other
disposition of such shares, and/or the rig
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