EXHIBIT 10.9
FORM OF RESTRICTED STOCK BONUS
AGREEMENT
This Agreement is entered into as of
, 200 , between Northwest Natural
Gas Company, an Oregon corporation (the “Company”), and
(“Recipient”).
The Company has awarded a restricted
stock bonus to Recipient pursuant to Section 6 of the
Company’s Long Term Incentive Plan (the “Plan”)
and Recipient desires to accept the award subject to the terms and
conditions of this Agreement.
NOW, THEREFORE, the parties agree as
follows:
1. Award of Restricted Stock
Bonus . Subject to the terms and conditions of this Agreement,
the Company hereby grants to Recipient
shares of Common Stock of the Company (the “Restricted
Shares”). The Restricted Shares are subject to forfeiture to
the Company as set forth in Section 3.
2. Shares Purchased on Open
Market; Stock Certificate .
2.1 As soon as practicable after
execution of this Agreement by the Company and Recipient, the
Company shall pay to a securities broker or other third party an
amount equal to the market price of the Restricted Shares, with
instructions to purchase the Restricted Shares on the open market
in Recipient’s name and to deliver the certificates in
Recipient’s name representing the Restricted Shares to the
Company to hold pursuant to Section 2.2.
2.2 To secure the rights of the
Company under Sections 3 and 5, the Company will retain the
certificate or certificates representing the Restricted Shares.
Upon any forfeiture of Restricted Shares covered by this Agreement,
the Company shall have the right to cancel such Restricted Shares
in accordance with this Agreement without any further action by
Recipient. After Restricted Shares have vested and all required
withholding has been paid to the Company in connection with such
vesting, the Company shall deliver a certificate for the vested
Restricted Shares to Recipient (unless Recipient shall have made a
deferral election as provided for in Section 5.3).
3. Vesting; Forfeiture
Restriction .
3.1 All of the Restricted Shares
shall initially be unvested. The Restricted Shares shall vest in
accordance with the following schedule:
[VESTING SCHEDULE]
In addition, all Restricted Shares shall
immediately vest if (a) Recipient’s employment by the
Company is terminated because of death or physical disability
(within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986 (the “Code”)), or (b) a
Change in Control (as defined below) shall occur.
3.2 If Recipient ceases to be
employed by the Company for any reason or for no reason, with or
without cause, other than death or physical disability (within the
meaning of Section 22(e)(3) of the Code) or upon the
occurrence of a Change in Control, any unvested Restricted Shares
shall be forfeited to the Company.
3.3 For purposes of this Agreement,
a “Change in Control” of the Company shall mean the
occurrence of any of the following events:
(a) The consummation of:
(1) any consolidation, merger or
plan of share exchange involving the Company (a
“Merger”) as a result of which the holders of
outstanding securities of the Company 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
(2) 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
Company;
(b) At any time during a period of
two consecutive years, individuals who at the beginning of such
period constituted the Company’s Board of Directors
(“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 Company or any employee benefit plan sponsored by the
Company) shall, as a result of a tender or exchange offer, open
market purchases or privately negotiated purchases from anyone
other than the Company, 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.
4. Restriction on Transfer .
Recipient shall not sell, assign, pledge, or in any manner transfer
unvested Restricted Shares, or any right or interest in unvested
Restricted Shares, whether voluntarily or by operation of law, or
by gift, bequest or otherwise. Any sale or transfer, or purported
sale or transfer, of unvested Restricted Shares, or any right or
interest in unvested Restricted Shares, in viola
