EXHIBIT (10u.)
SEPARATION AGREEMENT
AND
MUTUAL RELEASE OF ALL CLAIMS
THIS SEPARATION AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMS (the
"Agreement") is entered into between ▇.▇. ▇▇▇▇▇▇, ▇▇. ("▇▇▇▇▇▇") and Northwest
Natural Gas Company dba NW Natural (the "Company") on the dates acknowledged
below in order to provide for an orderly and mutually satisfactory transfer of
responsibilities and separation from employment. This is a negotiated agreement
establishing the terms and conditions of ▇▇▇▇▇▇'▇ separation from employment
with the Company and it terminates, extinguishes and supersedes the benefits,
terms and conditions of employment between ▇▇▇▇▇▇ and the Company except to the
extent prohibited by law.
1. MEANING OF TERMS.
(a) As used in this Agreement, the "Company" shall mean Northwest Natural Gas
Company dba NW Natural, its past, present and future parents, subsidiaries
and current or former related entities, and all of its and their past and
present officers, directors, agents, successors and assigns.
(b) As used in this Agreement, "▇▇▇▇▇▇" shall mean ▇.▇. ▇▇▇▇▇▇, ▇▇., his spouse
(present or former), heirs, executors, administrators, agents, attorneys,
assigns and any one claiming through him.
(c) As used in this Agreement, "Employment Termination Date" shall mean the
close of business January 1, 2002.
2. CONSIDERATION.
The parties acknowledge that this Agreement is entered into in consideration of
the mutual promises and covenants herein. ▇▇▇▇▇▇ acknowledges that it is
supported by consideration over and above any separation or other benefits due
him as a result of his employment with the Company. ▇▇▇▇▇▇ also acknowledges
that except as provided for in this Agreement he has no right to any employment
related benefits including salary, vacation, banked vacation, compensation,
benefits and perquisites of whatever kind, and that the payments made under this
Agreement fully satisfy any wages due to him.
3. RESIGNATION AS OFFICER.
(a) ▇▇▇▇▇▇ will resign as an officer of the Company effective February 28,
2001. ▇▇▇▇▇▇ acknowledges that he has been and is subject to certain laws
governing trading by corporate insiders, and will engage in no trading
activities in violation of those laws.
(b) Nothing herein shall affect any right ▇▇▇▇▇▇ may have to indemnification
for acts as an officer of the Company available to him under Oregon law,
the Company's bylaws, and/or Company acquired liability coverage for
directors and officers to the extent that coverage was in place at the time
this Agreement is signed.
4. CONTRACT EMPLOYMENT; TERMINATION OF EMPLOYMENT.
(a) Effective March 1, 2001 and continuing to the close of business January 1,
2002 (the "Contract Employment Term") , ▇▇▇▇▇▇ will be employed by the
Company as a contract employee.
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(b) As a contract employee ▇▇▇▇▇▇ will perform only the following services as
the Company, through ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇, may from time to
time, assign, and he will be present on Company premises only in accordance
with such authorization:
(i) ▇▇▇▇▇▇ shall use his reasonable efforts to make himself available to
meet with the officers of the Company to discuss matters with which
▇▇▇▇▇▇ has been involved prior to March 1, 2001. The Company shall
give ▇▇▇▇▇▇ reasonable advance notice of the dates and times his
services regarding such matters are required and shall reasonably
accommodate ▇▇▇▇▇▇'▇ schedule relating to his other business endeavors
and his requests in setting such dates and times.
(ii) ▇▇▇▇▇▇ shall use his best efforts to make himself available to provide
his services to the Company regarding the Mist Field negotiations. The
Company shall give ▇▇▇▇▇▇ reasonable advance notice of the dates and
times his services regarding the Mist Field negotiations are required
and ▇▇▇▇▇▇ shall take all reasonable measures to make himself
available on those dates.
(c) It is understood and agreed that during the Contract Employment Term,
▇▇▇▇▇▇ may pursue other business activities or be employed by others as he
chooses, subject to Paragraphs 9, 10, and 11 of this Agreement, and such
other business endeavors or employment shall not in any way affect the
compensation and benefits to be paid and provided to ▇▇▇▇▇▇ by the Company
pursuant to the terms of this Agreement.
(d) ▇▇▇▇▇▇ shall receive the compensation granted by this Agreement and no
other.
(e) Effective the Employment Termination Date, ▇▇▇▇▇▇'▇ employment with the
Company will end. ▇▇▇▇▇▇ acknowledges that the employment relationship with
the Company will then be permanently and irrevocably severed, that after
the Employment Termination Date his entitlement to any employment related
benefits will then cease, except as expressly granted by this Agreement and
except for any vested benefits under any of the Company's benefit plans,
which shall be provided in accordance with the applicable plans and
policies as provided in Paragraph 8 of this Agreement. He acknowledges that
after the Employment Termination Date, the Company has no obligation,
contractual or otherwise, to rehire or re-employ him in the future. He
waives any right to reinstatement or re-employment with the Company after
the Employment Termination Date. Except as provided in this Agreement,
▇▇▇▇▇▇'▇ compensation, and his participation in the Company's benefit
programs including but not limited to 401k, SERP, employee stock purchase
plans, executive deferred compensation, stock option programs, life and
disability insurance cease upon the Employment Termination Date, provided,
however, that ▇▇▇▇▇▇ shall retain all vested rights in any benefit plan or
program to the extent those rights vested before the Employment Termination
Date, subject to the terms of the applicable plan. ▇▇▇▇▇▇ will not earn or
accrue any entitlement to any benefit after the Employment Termination
Date, except as expressly stated in this Agreement. ▇▇▇▇▇▇ acknowledges
that the compensation paid under this Agreement is intended to replace
those benefits listed on Schedule 4(d) attached hereto and incorporated
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herein for all purposes and that as a contract employee he will be entitled
to the compensation and benefits specified in this Agreement.
5. USE OF ACCRUED VACATION FROM 2000.
During the period March 1, 2001 through April 20, 2001 ▇▇▇▇▇▇ shall use, and
thereby be compensated for, all paid vacation that has been accrued to the date
of this Agreement, together with two floating holidays for 2001 to which he has
become entitled. ▇▇▇▇▇▇ shall be entitled to no additional compensation beyond
the vacation pay amount for those days.
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6. COMPENSATION AS CONTRACT EMPLOYEE.
During the period commencing at the close of business April 20, 2001 and ending
with the close of business January 1, 2002, ▇▇▇▇▇▇ will receive the following
compensation as a contract employee of the Company:
(a) The sum of $4,333.00, subject to usual and customary withholding, for the
period April 20, 2001 through April 30, 2001, payable on or about May 1,
2001.
(b) $34,075 per month (the "Total Salary") for 8 months thereafter, payable
twice monthly through the Company's normal payroll, and subject to usual
and customary withholding, with the first such payment to be made on or
about May 15, 2001 and the last such payment to be made on or about
December 31, 2001. The Total Salary is the sum of (i) $13,916 per month
("Salary 1") and (ii) $20,159 per month ("Salary 2"). SERP benefits shall
only accrue on Salary 1 and the compensation payable under Paragraphs 5 and
6(a) of this Agreement. No SERP benefits shall accrue on Salary 2. The
total amount of SERP income that will be considered for the 2001 year is
$220,532 (the "SERP Amount"). The SERP Amount includes the $54,700 bonus
that is payable in March of 2001 for 2000 performance.
(c) Accrual of service credits through January 1, 2002 applicable to retirement
programs, in accordance with applicable plans.
(d) A payment of $16,057 representing vacation accrued in 2001, to be paid in a
lump sum subject to usual and customary withholding during the month of
January 2002 and not subject to deferral, provided ▇▇▇▇▇▇ signs the release
referenced in Paragraph 12(c) of this Agreement.
(e) Health and welfare benefits and the benefits allowance on the same terms as
provided immediately before signing this Agreement.
(f) Continued use of two Company-owned Portland Trailblazer tickets for the
remainder of the current season, including playoffs, if any.
(g) Company payment of club dues and fees for ▇▇▇▇▇▇'▇ current home security
system to the extent they were Company-paid immediately before signing this
Agreement.
(h) The other benefits listed in Schedule 6 attached hereto and incorporated
herein for all purposes, and such benefits shall be provided to ▇▇▇▇▇▇ to
the same extent as they were provided to him as a full time employee and
officer of the Company prior to February 15, 2001.
(i) Following his termination January 1, 2002, ▇▇▇▇▇▇ may continue his health
and welfare coverage in accordance with the rights he has under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), and not
otherwise.
In addition to the foregoing, ▇▇▇▇▇▇ may retain his Company provided laptop,
provided that he has first met with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and Company information
technology managers to remove Company information from the hard drive. ▇▇▇▇▇▇
may also remove and retain the painting presently hanging in his office.
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7. STOCK OPTION GRANTS.
▇▇▇▇▇▇ has been the recipient from time to time of grants of stock options.
Nothing in this Agreement is intended to affect any vested rights he may have,
or in any way alter the rights and obligations specified in the option
agreements and plan.
8. BENEFIT PLANS; BONUS FOR 2000.
(a) ▇▇▇▇▇▇'▇ entitlement to any benefits afforded by any Company benefit plans
including, without limitation, long-term incentive, employee stock purchase
plans, executive supplemental retirement income, and executive deferred
compensation are governed solely by their applicable plans and policies
which are incorporated herein by this reference.
(b) Prior to the last day of March, 2001, the Company shall pay ▇▇▇▇▇▇ $54,700
as a bonus earned for his performance in 2000.
9. NON-DISPARAGEMENT.
(a) ▇▇▇▇▇▇ will not make statements that disparage or malign the reputation or
abilities of the Company as it is defined in this Agreement.
(b) The Company will not make statements that disparage or malign the
reputation or abilities of ▇▇▇▇▇▇.
(c) Neither party shall be in breach of this provision as a result of giving
truthful testimony relating to the Company or relating to ▇▇▇▇▇▇.
(d) For 24 months after the execution of this Agreement, ▇▇▇▇▇▇ will not accept
engagement as a paid expert or consultant to provide expert testimony
directly adverse to Northwest Natural Gas Company or its parent and
subsidiary entities in any litigation or legal proceeding, including but
not limited to rate cases or industrial customer cases.
10. NON-SOLICITATION.
▇▇▇▇▇▇ will not, for a period of 12 months from his January 1, 2002 termination
from employment, directly or indirectly, solicit, divert or hire away (or
attempt to do so) any employee of the Company, nor shall he directly or
indirectly encourage any employee of the Company to leave the Company's employ.
This shall apply to any employee of the Company, whether full-time or temporary
employee, whether such employment is pursuant to a written or oral agreement,
and whether such employment is for a determined period or is at will.
11. CONFIDENTIALITY.
(a) ▇▇▇▇▇▇ agrees that he will not disclose, disseminate, or publicize, or
cause or permit to be disclosed, disseminated, or publicized: (i)
Confidential or proprietary information including business and strategic
plans, payroll and personnel information, and other business information to
which ▇▇▇▇▇▇ had access as an officer of the Company and was under an
obligation to keep confidential; and (ii) any of the terms of this
Agreement. For purposes of this Agreement, information is not confidential
or proprietary if it is available to the public for reasons unrelated to a
breach by ▇▇▇▇▇▇, if it is information known by ▇▇▇▇▇▇ before his
employment by Company, or if it was provided to him by a source unrelated
to Company and not obtained from Company by any person through a wrongful
act.
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(b) These obligations are subject to the following exceptions only (i) to the
extent necessary to represent the Company's interests in claims or
litigation where the Company authorizes disclosure; (ii) to the extent
necessary to report income to appropriate taxing authorities, provided any
person to whom the information is disclosed shall also be bound by this
confidentiality provision; (iii) in response to an order or subpoena of a
court or governmental agency of competent jurisdiction, provided, however,
that notice of receipt of such order or subpoena shall be immediately
communicated to the Company telephonically and in writing, so that the
Company shall have an opportunity to intervene and assert what rights it
has to nondisclosure prior to ▇▇▇▇▇▇'▇ response to such order or subpoena;
(iv) to the extent necessary to enforce this Agreement. ▇▇▇▇▇▇ may also
disclose the terms of this Agreement to his lawyers, accountants and
financial advisers, and as required to lenders or lending institutions for
consideration in applications for loans or credit.
(c) The Company agrees that, except on a business need-to-know basis, it will
not disclose, disseminate or publicize, or cause or permit to be disclosed,
disseminated or publicized, any of the terms of this Agreement. These
obligations are subject to the following exceptions only (i) to the extent
necessary to represent its interests in claims or litigation, (ii) to the
extent necessary to comply with government reporting obligations, including
but not limited to the company's proxy statements where required, (iii) in
response to an order or subpoena of a court or governmental agency of
competent jurisdiction, provided, however, that notice of receipt of such
order or subpoena shall be immediately communicated to ▇▇▇▇▇▇
telephonically and in writing so that ▇▇▇▇▇▇ shall have an opportunity to
intervene and assert what rights he has to nondisclosure prior to the
Company's response to such order or subpoena; (iv) to the extent necessary
to enforce this Agreement.
12. RELEASES.
(a) ▇▇▇▇▇▇ hereby waives any legal rights and releases and forever discharges
the Company from any and all liability, demands, claims, suits, actions,
charges, damages, judgments, levies or executions, whether known or
unknown, liquidated, fixed, contingent, direct or indirect, which have
been, could have been or could be raised against the Company which relate
in any way to ▇▇▇▇▇▇'▇ employment by the Company or termination of that
employment, except to the extent waiver or release is specifically
prohibited by law, and except for his right to enforce the Agreement
according to its terms. This is a full and final waiver and release of all
such claims which he has or may have against the Company, specifically
including but not limited to all claims for relief or remedy of any type
under any state or federal laws, including but not limited to claims based
upon Title VII of the Civil Rights Act of 1964, the Post-Civil War Civil
Rights Acts, the Civil Rights Act of 1991, the Equal Pay Act, the Age
Discrimination in Employment Act, The Older Workers Benefit Protection Act,
the Workers Adjustment and Retraining Notification Act, the Americans with
Disabilities Act, the Rehabilitation Act of 1973, the Vietnam Era Veterans
Readjustment Assistance Act, the Fair Labor Standards Act, the Employee
Retirement Income Security Act (except to the extent of claims related to
vested benefits in qualified plans), Executive Order 11246, as amended, the
civil rights, employment and labor laws of any state or the United States,
all as amended, and any regulations under such authorities; including but
not limited to claims based on alleged breach of employment contract or any
other tort, contract or other common law theories; and including but not
limited to any claims for additional compensation, back pay or benefits of
any type (except in accordance with the terms of the Agreement); and
including but not limited to any claim for attorney fees or costs, for
reinstatement to active employment or reemployment (except to the extent
specifically prohibited by law), or for compensatory or punitive damages
under any applicable statutes or common law theories.
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(b) The Company hereby waives any legal rights and releases and forever
discharges ▇▇▇▇▇▇ from all liability, demands, claims, suits, actions,
charges, damages, judgments, levies or executions, whether known or
unknown, liquidated, fixed, contingent, direct or indirect, which have
been, could have been or could be raised against ▇▇▇▇▇▇ which relate in any
way to ▇▇▇▇▇▇'▇ employment by the Company or termination of that
employment, except to the extent waiver or release is specifically
prohibited by law and except for Company's right to enforce the Agreement
according to its terms.
(c) On or about January 2, 2002 as a condition of the Company's payment of any
amounts set forth in Paragraph 6(d) of this Agreement and the Company's
continued obligations under Paragraph 9 of this Agreement, ▇▇▇▇▇▇ will
execute the release attached hereto as Exhibit A.
(d) On or about January 2, 2002 as a condition of ▇▇▇▇▇▇'▇ continued
obligations under Paragraphs 9 and 10 of this Agreement, the Company will
execute the release attached hereto as Exhibit B.
13. ACKNOWLEDGEMENT.
▇▇▇▇▇▇ acknowledges that the payments made to the date of this Agreement, and
payments identified in this Agreement represent payment of all compensation
owing to him by virtue of his employment, and further include sums in addition.
14. NO FUTURE CLAIMS.
The parties promise that they will not prosecute, maintain or institute any
action, suit, administrative charge or complaint, or proceeding of any kind or
nature whatsoever against the other for any reason arising out of ▇▇▇▇▇▇'▇
employment or the termination of his employment, except to enforce the Agreement
according to its terms.
15. CONSEQUENCES OF BREACH.
(a) If an arbitrator in a proceeding duly commenced by the Company pursuant to
Paragraph 21 of this Agreement shall have determined that ▇▇▇▇▇▇ materially
breached this Agreement and such breach materially and adversely affects
the Company, the Company shall be entitled to such damages as may be
awarded by the arbitrator in such proceeding.
(b) If an arbitrator in a proceeding duly commenced by ▇▇▇▇▇▇ pursuant to
Paragraph 21 of this Agreement shall have determined that the Company
materially breached this Agreement and such breach materially and adversely
affects ▇▇▇▇▇▇, then ▇▇▇▇▇▇ shall be entitled to such damages as may be
awarded by the arbitrator in such proceeding.
16. DEATH.
The Company's obligations under this Agreement shall not terminate upon the
death of ▇▇▇▇▇▇, and upon the death of ▇▇▇▇▇▇, all payments payable to ▇▇▇▇▇▇
under this Agreement shall be paid to ▇▇▇▇▇▇'▇ estate.
17. COMPLIANCE WITH OLDER WORKERS BENEFIT PROTECTION ACT OF 1990.
This Agreement is subject to the terms of the Older Workers Benefit Protection
Act of 1990 ("OWBPA"). The OWBPA provides that an individual cannot waive a
right or claim under the Age Discrimination in Employment Act ("ADEA") unless
the waiver is knowing and voluntary. Pursuant to the terms of the OWBPA, ▇▇▇▇▇▇
acknowledges and agrees that he has executed this Agreement voluntarily, and
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with full knowledge of its consequences. In addition, ▇▇▇▇▇▇ hereby acknowledges
and agrees as follows:
a. This Agreement has been written in a manner that is calculated to
be understood, and is understood, by ▇▇▇▇▇▇;
b. The release provisions of this Agreement apply to any rights
▇▇▇▇▇▇ may have under the ADEA;
c. The release provisions of this Agreement do not apply to any
rights or claims ▇▇▇▇▇▇ may have under the ADEA that arise after the date
he executes this Agreement;
d. The Company hereby advises ▇▇▇▇▇▇ to consult with an attorney
prior to executing this Agreement;
e. The Company is giving ▇▇▇▇▇▇ a period of twenty-one (21) days to
consider this Agreement. ▇▇▇▇▇▇ may accept and sign this Agreement before
the expiration of the twenty-one (21) day time-period, but he is not
required to do so by the Company; and
f. For a period of seven (7) days following the signing of this
Agreement, ▇▇▇▇▇▇ may revoke this Agreement. ▇▇▇▇▇▇ will provide written
notice of any such revocation to the Company. This Agreement shall become
effective on the eighth day after ▇▇▇▇▇▇ signs it, if it has not been
revoked during the revocation period.
18. INTEGRATION.
The Parties agree that this Agreement (together with the documents incorporated
by reference) states the entire agreement of the Parties and supersedes all
prior and contemporaneous negotiations and agreements, oral or written. Each
Party expressly acknowledges that the other Party did not, directly or
indirectly, make any promises, representations, or warranties whatsoever,
express or implied, other than those contained in this Agreement. The Parties
further agree that this Agreement may be amended only by a subsequent writing
signed by both of the Parties.
19. SEVERABILITY AND GOVERNING LAW.
The Parties agree that any provision of this Agreement that is held to be
illegal, invalid, or unenforceable under present or future laws shall be fully
severable. The Parties further agree that this Agreement shall be construed and
enforced as if the illegal, invalid, or unenforceable provision had never been a
part of this Agreement and the remaining provisions of this Agreement shall
remain in full force and effect and shall not be affected by the illegal,
invalid, or unenforceable provision or by its severance from this Agreement.
Furthermore, a provision as similar to the illegal, invalid, or unenforceable
provision as is possible and legal, valid, and enforceable shall be
automatically added to this Agreement in lieu of the illegal, invalid, or
unenforceable provision. The Parties also agree that Oregon law shall govern the
validity and enforceability of this Agreement.
20. NO ADMISSION.
The Parties agree that, by entering into this Agreement, neither party admits,
and specifically denies, any violation of any local, state, or federal law,
common or statutory. The Parties recognize that this Agreement has been entered
into in order to achieve an orderly separation and nothing contained herein
shall be construed to be an admission of liability or a concession of any kind.
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21. RESOLUTION OF DISPUTES.
Any dispute between the Parties concerning the interpretation, application, or
claimed breach of this Agreement shall be submitted to binding, confidential
arbitration in Portland, Oregon. Such arbitration shall be conducted pursuant to
the rules of the American Arbitration Association governing employment disputes,
before an arbitrator licensed to practice law in Oregon and familiar with
employment law disputes. Prior to submitting the matter to arbitration, the
parties shall first attempt to resolve the matter by the claimant notifying the
other party in writing of the claim; by giving the other party the opportunity
to respond in writing to the claim within ten (10) days of receipt of the claim;
and by giving the other party the opportunity to meet and confer. If the matter
is not resolved in this manner, the dispute may then proceed to arbitration at
the request of either party. The parties shall bear equally the arbitrator's
fees and expenses, as well as the administrative costs, if any, assessed by the
American Arbitration Association. The prevailing party in any such proceeding
shall be entitled to recover costs, expenses, and attorney's fees incurred as a
result of such arbitration or as awarded by the arbitrator. Should any party
institute any court action against the other with respect to any claim released
by this Agreement, or pursue any arbitrable dispute by any method other than
arbitration as provided for in this Paragraph, the responding party shall be
entitled to recover from the initiating party all damages, costs, expenses, and
attorney's fees incurred as a result of such action.
22. NOTICES.
All notices, requests, demands or other communications to or upon the respective
parties hereto shall be deemed to have been given or made if delivered in person
or when deposited in the mail, postage prepaid, certified mail, return receipt
requested, or in the case of telex, telegraphic or cable notice, when delivered
to the telex, telegraph or cable company or in the case of telex or telecopy
notice when so sent addressed to its address shown opposite its respective
signature hereto. Notwithstanding the foregoing, notices of change of address
shall become effective only upon receipt. Any such notice, request, demand or
other communication (other than any notice of change of address) may be given or
made by telephone (with prompt written confirmation thereof) and any such
telephone notice, request, demand or other communication shall be deemed to have
been given or made when received.
23. BENEFIT; ASSIGNMENT.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
Notwithstanding the foregoing, this Agreement is personal in nature and may not
be assigned or delegated by either party without the express, written consent of
the other party.
24. COUNTERPARTS.
While this Agreement may be executed in multiple counterparts, each fully
executed copy hereof shall, for all purposes, be deemed to be an original, but
all of such executed counterparts shall be deemed to be but one Agreement.
25. ▇▇▇▇▇▇ AND THE COMPANY HAVE READ THE FOREGOING AND UNDERSTAND THE EFFECT OF
THIS AGREEMENT. ▇▇▇▇▇▇ AND THE COMPANY EACH ACKNOWLEDGES HE OR IT IS RELEASING
LEGAL RIGHTS.
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Address:
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇.▇. ▇▇▇▇▇▇, ▇▇.
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▇.▇. ▇▇▇▇▇▇, ▇▇.
2/28/01
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(DATE)
NORTHWEST NATURAL GAS COMPANY
Address:
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---------------------------------- BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
2/28/01
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(DATE)
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WAIVER OF 21-DAY REVIEW
I, ▇. ▇. ▇▇▇▇▇▇, ▇▇. understand that I may take up to 21 days from receipt of
the Settlement Agreement and Mutual Release of All Claims to review the document
and determine whether to accept it. I hereby knowingly and voluntarily waive the
21-day review provision of the Agreement. I acknowledge and understand that this
Waiver is part of the Settlement Agreement and Release of All Claims between
myself and COMPANY, as such includes all rights and claims arising prior to or
on the effective date of the Settlement Agreement and Release, including, but
not limited to, the Age Discrimination in Employment Act of 1967, Title VII of
the Civil Rights Act of 1964, and any public policies of the State of Oregon.
I have consulted with my attorney prior to executing this Waiver and the
Settlement Agreement Release of All Claims, and I acknowledge that I fully
understand the terms of this Waiver and the Agreement. I have not been compelled
into signing it by anyone associated with COMPANY, and have entered into the
Agreement and Waiver voluntarily and of my own free will.
2/28/01 /s/ ▇.▇. ▇▇▇▇▇▇, ▇▇.
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Date ▇.▇. ▇▇▇▇▇▇
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EXHIBIT A
For and in consideration of the Agreement, ▇▇▇▇▇▇ hereby waives any legal
rights and releases and forever discharges the Company from any and all
liability, demands, claims, suits, actions, charges, damages, judgments, levies
or executions, whether known or unknown, liquidated, fixed, contingent, direct
or indirect, which have been, could have been or could be raised against the
Company which relate in any way to ▇▇▇▇▇▇'▇ employment by the Company or
termination of that employment, except to the extent waiver or release is
specifically prohibited by law, and except for his right to enforce the
Agreement according to its terms. This is a full and final waiver and release of
all such claims which he has or may have against the Company, specifically
including but not limited to all claims for relief or remedy of any type under
any state or federal laws, including but not limited to claims based upon Title
VII of the Civil Rights Act of 1964. the Post-Civil War Civil Rights Acts, the
Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in
Employment Act, The Older Workers Benefit Protection Act, the Workers Adjustment
and Retraining Notification Act, the Americans with Disabilities Act, the
Rehabilitation Act of 1973, the Vietnam Era Veterans Readjustment Assistance
Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act
(except to the extent of claims related to vested benefits in qualified plans),
Executive Order 11246, as amended, the civil rights, employment and labor laws
of any state or the United States, all as amended, and any regulations under
such authorities; including but not limited to claims based on alleged breach of
employment contract or any other tort, contract or other common law theories;
and including but not limited to any claims for additional compensation, back
pay or benefits of any type (except in accordance with the terms of the
Agreement); and including but not limited to any claim for attorney fees or
costs, for reinstatement to active employment or reemployment (except to the
extent specifically prohibited by law), or for compensatory or punitive damages
under any applicable statutes or common law theories.
[to be signed upon termination of employment]
11
Exhibit B
The Company hereby waives any legal rights and releases and forever discharges
▇▇▇▇▇▇ from all liability, demands, claims, suits, actions, charges, damages,
judgments, levies or executions, whether known or unknown, liquidated, fixed,
contingent, direct or indirect, which have been, could have been or could be
raised against ▇▇▇▇▇▇ which relate in any way to ▇▇▇▇▇▇'▇ employment by the
Company or termination of that employment, except to the extent waiver or
release is specifically prohibited by law and except for Company's right to
enforce the Agreement according to its terms.
[to be signed upon termination of employment]
12
SCHEDULE 4(D)
TERMINATED BENEFITS
-------------------
Sick Leave
Family Leave
Car Allowance
Federal PAC 1
Vacation
Holidays
Banked Vacation
2001 bonus and short term incentive
Long-Term Incentive Plan
13
SCHEDULE 6
BENEFITS
--------
Health Insurance
Long-Term Disability Insurance (before tax)
Life Insurance
Dental Insurance
Executive Deferred Compensation
401K
Flex Spending Medical (pre-tax)
Employee Stock Purchase Plan
Workers Compensation
United Way Contribution
Stock Option Plan (to the same extent as provided to officers of the Company)
SERP (Special Executive Retirement Plan) (to the same extent as provided to
officers of the Company)
Defined Benefits Retirement Plan
14