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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1996
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is dated as of
__________________________ , 1996 and is entered into by and
between _______________, ("Employee") and Portland General Corporation, an
Oregon corporation ("PGC"). The term "Employer" as used herein shall
include PGC, Portland General Electric Company ("PGE"), and any present
or future parent or subsidiary corporation of PGC or PGE or any successor
to such corporations. IT IS MUTUALLY AGREED THAT UPON ITS EXECUTION THIS
AGREEMENT TERMINATES AND SUPERSEDES THAT CERTAIN CHANGE IN CONTROL SEVERANCE
AGREEMENT EXECUTED BY EMPLOYEE AND PGC OR ABOUT NOVEMBER 30, 1994. Employee
and Employer hereby agree that Employee will render services to Employer on
the following terms and conditions:
1. EMPLOYMENT. Upon the terms and subject to the conditions contained
herein, during the term of this Agreement, Employer hereby agrees to
employ Employee to provide full-time services for Employer. During
the term hereof, Employee agrees to devote his or her best efforts to
the business of Employer, and shall perform his or her duties in a
diligent, trustworthy, businesslike manner, all for the purpose of
advancing the business of Employer.
2. DUTIES. The duties of Employee shall be those duties which can
reasonably be expected to be performed by a person with the title of
Chairman of the Board and President. Except as provided in Paragraph
10 of this Agreement, Employee's duties may, from time to time, be
changed or modified at the discretion of the Chief Executive Officer
or the Board of Directors of Employer.
3. SALARY AND BENEFITS. Employer shall, during the term of this
Agreement, pay Employee a base salary, which shall initially be the
salary in effect on the date of this Agreement. Such salary shall be
paid in semimonthly installments less applicable withholding and
applicable salary deferrals and reductions. Employer may, in its
discretion, periodically increase the base salary and/or grant a bonus
or other compensation or benefits to Employee, during the term of this
Agreement. Employer may not, however, reduce Employee's base salary
during the term of this Agreement. Employee shall be entitled to
participate in the employee benefit programs generally available to
employees of Employer.
4. TERM OF AGREEMENT. This Agreement shall be effective beginning on
the date of this Agreement and shall continue until either party, in
its sole discretion and for any reason, provides written notice of
termination to the other party. Such termination will be effective no
earlier than the first business day of the 12th month following the
notice so that, for example, a notice delivered on September 1, 1996
would terminate this Agreement no earlier than September 1, 1997.
Notwithstanding the preceding sentences, and except as otherwise
provided in Paragraph 9, this Agreement shall terminate on the
Employee's last
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day of employment if the Employee voluntarily terminates for any
reason or is terminated by Employer for a reason described in
Paragraph 5.
5. TERMINATION. During the term of this Agreement, and except as
otherwise provided in Paragraph 10 of this Agreement, the parties
agree that Employer may terminate the employment of the Employee only
for "Cause" or for breach of the provisions of Paragraph 8 or as set
forth in Paragraph 9. Cause for termination shall be limited to the
following: (1) Employee engages in an act of dishonesty or moral
turpitude (including but not limited to conviction of a felony) which
materially injures or damages Employer, (2) Employee willfully fails
to substantially perform his or her duties hereunder and such willful
failure results in demonstrable material injury and damage to
Employer, (3) it is determined that Employee has misrepresented or
concealed a material fact for the purpose of securing employment or
this Employment Agreement, or (4) Employee's performance is
substantially below the standard of performance which can reasonably
be expected from an individual occupying Employee's position or
Employee substantially fails to meet performance objectives, including
without limitation Guiding Behaviors, which have been previously
agreed to between Employee and Employer, such as performance
objectives relating to profit.
6. REMEDY FOR BREACH. In the event that Employer breaches this
Agreement by terminating the employment of Employee other than
pursuant to Paragraph 5 during the term of this Agreement, and
provided that Employee executes a release agreement in the form
attached hereto as Exhibit A, Employer agrees to pay to Employee, as
liquidated damages and not as a penalty for such breach, a sum of
money equal to Employee's monthly base salary multiplied by twenty
four (24). Employee agrees that such liquidated damages shall be
Employee's sole remedy and relief in the event that Employer breaches
this Agreement by terminating the employment of Employee other than
pursuant to Paragraph 5. Unless Employer determines in its complete
discretion to pay such amount more quickly, liquidated damages owed to
Employee shall be paid at the same time and in the same manner as
Employee's previous salary had been paid. Notwithstanding the
foregoing, Employee shall no longer be treated as employed by
Employer. By signing the Agreement Employee agrees that the payments
to which Employee may become entitled under this paragraph are in lieu
of any other payments to which Employee might be entitled and that
Employer's discharge of its obligations under this paragraph shall
constitute full satisfaction of any and all claims of any nature
whatsoever that Employee might otherwise possess against Employer and
its subsidiaries, except (1) such claims as are specifically provided
for in the terms of any generally applicable employee benefit or
executive compensation plans evidenced by written agreements or (2)
any claims for personal injuries (other than claims that are based on
or relate to a contention that Employer has wrongfully discharged
Employee).
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7. SUCCESSORS. The rights and obligations of Employer under this
Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Employer. PGC will require any successor
(whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets
of PGC or PGE to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that PGC or PGE would be
required to perform it if no such succession had taken place. Failure
of PGC or PGE to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Employee to compensation from PGC and
PGE in the same amount and on the same terms as the Employee would be
entitled to hereunder upon a termination of employment in violation of
Subparagraph 10(c) following a Change in Control, except that for
purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the date of termination
of employment. As used in this Agreement, "Employer" shall mean the
Employer as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise. This Agreement shall
inure to the benefit of and be enforceable by the Employee's personal
or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If the Employee should
die while any amount would still be payable to the Employee hereunder
if the Employee had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms
of this Agreement to the Employee's devisee, legatee or other designee
or, if there is no such designee, to the Employee's estate.
8. NONCOMPETITION AND CONFIDENTIAL INFORMATION.
(a) NONCOMPETITION. In the event of the voluntary or involuntary
termination of Employee's employment with Employer, Employee
agrees that he will not compete with Employer in business
opportunities specifically identified during the course of his
employment with Employer or Employer transactions which Employer
intended to pursue, and will not attempt to disrupt or damage
Employer's relationships in any existing contractual relations of
Employer, including without limitation, the overt solicitation of
other employees of Employer to leave Employer, for a period of two
(2) years following the termination of his employment.
(b) CONFIDENTIAL INFORMATION
(1) As used in this Agreement, the term "Confidential
Information" means (1) proprietary information of the
Employer, or any other direct or indirect subsidiary of the
Employer (hereinafter in this Paragraph 8 collectively
referred to as "the Employer"); (2) information marked or
designated by the Employer as confidential;
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(3) information, whether or not in written form and whether
or not designated as confidential, which is known to Employee
as being treated by the Employer as confidential; and (4)
information provided to the Employer by third parties which
the Employer is obligated to keep confidential. Confidential
Information includes, but is not limited to, trade secrets,
discoveries, ideas, designs, drawings, specifications,
techniques, models, data, programs, documentation, processes,
know-how, customer lists, marketing plans, and financial and
technical information. Confidential Information shall
include all such information coming to the knowledge of
Employee prior to as well as subsequent to the execution of
this Agreement.
(2) Employee hereby acknowledges that all Confidential
Information is and shall continue to be the exclusive
property of the Employer whether or not prepared in whole or
in part by Employee and whether or not disclosed or entrusted
to Employee in connection with Employee's work for the
Employer.
(3) Employee acknowledges that in the course of performing his
duties for the Employer that Employee has and will have
access to Confidential Information, the ownership and
confidential status of which is highly important to the
Employer. Employee agrees, in addition to the specific
covenants contained in this Agreement, to comply with all
Employer policies and procedures for the protection of
Confidential Information.
(4) Employee acknowledges that any disclosure of Confidential
Information will cause substantial harm to the Employer.
(5) Employee agrees not to disclose Confidential Information,
directly or indirectly, under any circumstances or by any
means, to any third person without the express written
consent of the Employer. "Third person" includes, but is not
limited to, independent contractors performing services for
the Employer, unless Employee is informed to the contrary in
writing.
(6) Employee agrees to communicate to the Employer all
information, negotiations, and communications coming to the
knowledge of Employee which if known to the Employer would
confer a competitive advantage to the Employer, and further
that upon its receipt by Employee, such information shall be
regarded as Confidential Information within the terms of this
Agreement.
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(7) Employee agrees not to copy, transmit, reproduce, summarize,
quote, or make any commercial or other use whatsoever of the
Confidential Information, except as may be necessary to
perform Employee's duties for the Employer.
(8) Employee agrees to exercise the highest degree of care in
safeguarding Confidential Information against loss, theft, or
inadvertent disclosure, and agrees generally to take all
steps necessary to ensure the maintenance of confidentiality.
(9) This Agreement shall not apply to any information now or
hereafter voluntarily released by the Employer to the public,
or which otherwise becomes part of the public domain through
lawful means.
(10) Employee agrees that all creative work, including computer
programs or models, prepared or originated by Employee for
the Employer, or during or within the scope of Employee's
employment by the Employer, which may be subject to
protection under federal copyright law, constitutes work made
for hire, all rights to which are owned by the Employer and,
in any event, Employee assigns to the Employer all rights,
title and interest, whether by way of copyright or otherwise,
in all such work, whether or not subject to protection by
copyright laws.
(11) Upon the retirement, voluntary or involuntary termination of
Employee's employment with the Employer, Employee agrees to
deliver promptly to the Employer all Confidential
Information, in whatever form, that may be in Employee's
possession or under Employee's control. Employee also
further agrees that upon retirement, voluntary or involuntary
termination of Employee's employment, Employee will cooperate
with the management of the Employer to achieve a smooth
transition and business continuity.
(12) If Employee is served with any subpoena or other judicial or
administrative process calling for production of Confidential
Information, Employee shall immediately notify the Employer
in order that it may take such action as it deems necessary
to protect its interest.
(c) REMEDIES. Violation of this Paragraph 8 will cause Employee to
immediately forfeit his or her right to any payments under
Paragraph 6 that have not yet been paid. Notwithstanding anything
contained in
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Paragraph 14, Employer shall have the right to file a suit to
enjoin any action of Employee which would constitute a breach of
this Paragraph 8.
9. ILLNESS, INCAPACITY, OR DEATH. In the event of illness or incapacity
of Employee, Employer shall continue Employee's salary for six months
and may, at its sole option, continue payment of Employee's salary
until he or she is able to return to work. If Employee is unable to
work due to illness or incapacity for a period greater than six
months, Employer may elect, in its discretion, to immediately
terminate this Agreement (notwithstanding the terms of Paragraph 4)
and Employee shall be entitled to receive benefits as a disabled
employee under applicable Company plans. If Employee should die
during the term of this Agreement, Employee's employment shall be
treated as terminated and Employer's obligations hereunder shall
terminate as of the end of the month in which Employee's death occurs.
Employee's death during a payout period under Paragraph 6 of this
Agreement shall, however, not be treated the same as a death during
employment, i.e., the obligation to make payments under Paragraph 6
shall not terminate as of the end of the month in which death occurs
but shall continue, and payments shall be made to Employee's estate.
10. CHANGE IN CONTROL. Upon a Change in Control of PGC or PGE, as
defined herein, Employee and Employer agree that, notwithstanding any
provisions to the contrary in this Agreement, the terms and conditions of
this Agreement will be modified as follows:
(a) The term of this Agreement will automatically be extended to the
date three (3) years following the date of the Change in Control
of PGC or PGE, and shall not be terminable by any notice given by
Employer under Paragraph 4, after which this Agreement shall
expire.
(b) During the three (3) year term of this Agreement Employee's duties
shall remain defined as set forth in Paragraph 2 of this
Agreement, or as otherwise modified pursuant to Paragraph 2 prior
to the date of the Change in Control. Following the Change in
Control, Employee's duties may not be reduced and the Employer
shall no longer have the power to reduce, modify, add to, or take
away from the scope of Employee's duties. In addition, Employee
shall be entitled to, short and long term incentives and benefits
under Employer's incentive and benefits programs which are at
least as favorable, in the aggregate, as the most favorable of
those provided to Employee under such programs prior to the Change
in Control. Any breach of this Subparagraph (b) (which shall be
deemed to include the transfer of Employee's job location to a
site different from his or her place of employment prior to the
Change in Control), as determined by Employee in good faith, may
be deemed a material breach of this Agreement, and will entitle
Employee, at his or her election, to terminate this Agreement and
receive damages pursuant to Subparagraphs
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10(c) and 10(d) below, not pursuant to Paragraph 6 of this
Agreement and with no requirement that Employee execute a release.
(c) Upon a Change in Control, Paragraphs 5 of this Agreement shall
have no further force or effect, and the employment of Employee
may be terminated by Employer without causing a breach of the
Agreement only if (1) Employee engages in an act of dishonesty or
moral turpitude (including but not limited to conviction of a
felony) which materially injures or damages Employer or (2)
Employee willfully fails to substantially perform his or her
duties hereunder and such willful failure results in demonstrable
material injury and damage to Employer. The terms of Paragraph 9
shall remain in full force and effect following a Change in
Control. If Employee is terminated for a reason other than one
listed in the first sentence of this Subparagraph 10(c), Employer
shall be treated as having breached this Agreement and Employee
shall be entitled to the payment described in Subparagraph (d)
below (as damages and not as a penalty for such breach). Such
payment shall be paid in a lump sum no later than 10 days
following the date of breach and there shall be no excuse for a
delay in payment. Employer acknowledges and agrees that Employee
shall have no duty to mitigate any damages the Employee may incur
by reason of termination under this Agreement and that Employee
shall be entitled to receive the payments and benefits provided
for in Paragraph 10(d) below regardless of any income which
Executive may receive from other sources after any such
termination nor shall it be offset against any amount claimed to
be owed by the Employee to the Employer.
(d) The amount Employer agrees to pay Employee under this Paragraph 10
shall be equal to the sum of (1),(2)and (3) below:
(1) $30,000 plus three times the sum of (A) the amount of
Employee's annual base salary in effect immediately prior to
Employee's termination of employment and (B) the aggregate of
the amounts of Employee's target Annual Cash Incentive award
for the year in which Employee's employment terminates under
all of Employer's incentive plans or programs in which
Employee was then participating;
(2) the single sum actuarial equivalent of the incremental value
of adding three (3) years of age and three (3) years of
service to Employee's vested accrued benefits under the
Portland General Corporation Supplemental Executive
Retirement Plan ("SERP"); and
(3) upon Employee's election, the single sum actuarial equivalent
of the Employee's vested accrued benefit under the SERP
reduced by six
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(6) percent, such election waiving all further benefits under
the SERP.
In addition to such payment, to the extent that Employee or any of
Employee's dependent's may be covered under the terms of any
medical and dental plans of the Company for active employees
immediately prior to the termination, the Employer will provide
the Employee and those dependents with equivalent coverages for a
period not to exceed thirty-six (36) months from the termination.
The coverages may be procured directly by the Employer apart from,
and outside of the terms of the plans themselves, provided that
the Employee and the Employee's dependents comply with all of the
conditions of the medical or dental plans. In consideration for
these benefits, the Employee must make contributions equal to
those required from time to time from employees for equivalent
coverages under the medical or dental plans.
(e) Following a Change in Control, Employee's base annual salary for
the remaining term of this Agreement shall be no less than his or
her base salary immediately prior to the date of the Change in
Control. Employer may, in its discretion, periodically increase
the base salary and/or grant a bonus or other compensation or
benefits to Employee, during the term of this Agreement. Employer
may not, however, reduce Employee's base salary during the term of
this Agreement.
(f) A "Change in Control"shall occur if during the Term of this
Agreement:
(i) Any "person," as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than PGC or PGE, any trustee or other
fiduciary holding securities under an employee benefit plan
of PGC or PGE, or any Employer owned, directly or indirectly,
by the stockholders of PGC or PGE in substantially the same
proportions as their ownership of stock of PGC or PGE), is or
becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of
securities representing thirty percent (30%) or more of the
combined voting power of PGC's or PGE's then outstanding
voting securities;
(ii) During any period of two consecutive years (not including any
period prior to the execution of this Agreement), individuals
who at the beginning of such period constitute the Board of
Directors of Portland General Employer ("PGC Board"), and any
new director (other than a director designated by a person
who has entered into an agreement with PGC to effect a
transaction described in clause (a), (c) or (d) of this
Paragraph) whose election by the PGC Board
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or nomination for election by PGC's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors as of the beginning
of the period or whose election or nomination for election
was previously so approved, cease for any reason to
constitute at least a majority thereof;
(iii) The stockholders of PGC or PGE approve a merger or consolidation
of PGC or PGE with any other corporation, other than (a) a
merger or consolidation which would result in the voting
securities of PGC or PGE outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity)
more than 80% of the combined voting power of the voting
securities of PGC or PGE or such surviving entity outstanding
immediately after such merger or consolidation or (b) a merger
or consolidation effected to implement a recapitalization of PGC
or PGE (or similar transaction) in which no "person" (as
hereinabove defined) acquires more than thirty percent (30%) of
the combined voting power of PGC's or PGE's then outstanding
securities; or
(iv) The stockholders of PGC or PGE approve a plan of complete
liquidation of PGC or PGE or an agreement for the sale or
disposition by PGC or PGE of sixty per cent (60%) or more of
PGC's or PGE's assets (including stock of subsidiaries) to a
person or entity that is not a subsidiary or parent
corporation. For purposes of determining whether a sale or
other disposition of sixty percent (60%) of PGE's assets has
occurred, only long term assets shall be considered. Assets
shall not be considered long term assets if they constitute
"regulatory assets," "stranded investments" or abandoned or
non-operational projects. Projects in economy shutdown shall
be considered long term assets.
(g) Paragraph 14 shall no longer apply and the following arbitration
provisions shall apply:
(1) If the Employee, in good faith, believes Employer has failed
to pay or provide payment of any amounts required to be paid
or provided for hereunder at any time, the Employee shall be
entitled to consult with independent counsel, and Employer
agrees to pay the reasonable fees and expenses of such
counsel for the Employee in advising him in connection
therewith or in bringing any proceedings, or in defending any
proceedings, including any appeal arising from any
proceeding, involving the Employee's rights under this
Agreement, such right to reimbursement to be immediate upon
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the presentment by the Employee of written billings of such
reasonable fees and expenses. The Employee shall be entitled
to the prime rate of interest established from time to time
at United States National Bank of Oregon or its successor for
any payments of such expenses, or any other payments under
this Agreement, that are overdue.
(2) Because it is agreed that time will be of the essence in
determining whether any payments are due to Employee under
this Agreement following a Change in Control, Employee may,
if he or she desires, submit any claim for payment under this
Agreement or dispute regarding the interpretation of this
Agreement to arbitration. This right to select arbitration
shall be solely that of Employee and Employee may decide
whether or not to arbitrate in his or her discretion. The
"right to select arbitration" is not mandatory on Employee
and Employee may choose in lieu thereof to bring an action in
an appropriate civil court. Once an arbitration is
commenced, however, it may not be discontinued without the
mutual consent of both parties to the arbitration.
(3) Any claim for arbitration shall be filed in writing with an
arbitrator of Employee's choice who is selected by the method
described in the next four sentences. The first step of the
selection shall consist of Employee submitting a list of five
potential arbitrators to Employer. Each of the five
arbitrators must be either (A) a member of the National
Academy of Arbitrators located in the State of Oregon or (B)
a retired Oregon Federal District Court, Oregon Supreme Court
or Oregon Court of Appeals judge. Within one week after
receipt of the list, Employer shall select one of the five
arbitrators as the arbitrator for the dispute in question.
If Employer fails to select an arbitrator in a timely manner,
Employee shall then designate one of the five arbitrators as
the arbitrator for the dispute in question.
(4) The arbitration hearing shall be held within seven days (or
as soon thereafter as possible) after the picking of the
arbitrator. No continuance of said hearing shall be allowed
without the mutual consent of Employee and Employer. Absence
from or nonparticipation at the hearing by either party shall
not prevent the issuance of an award. Hearing procedures
which will expedite the hearing may be ordered at the
arbitrator's discretion, and the arbitrator may close the
hearing in his or her sole discretion when he or she decides
he or she has heard sufficient evidence to satisfy issuance
of an award.
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(5) The arbitrator's award shall be rendered as expeditiously as
possible and in no event later than one week after the close
of the hearing. In the event the arbitrator finds that
Employer has breached this Agreement, he or she shall order
Employer to immediately take the necessary steps to remedy
the breach. The award of the arbitrator shall be final and
binding upon the parties. The award may be enforced in any
appropriate court as soon as possible after its rendition.
If an action is brought to confirm the award, both Employer
and Employee agree that no appeal shall be taken by either
party from any decision rendered in such action.
(6) Solely for purposes of determining the allocation of the
costs described in this subsection, Employer will be
considered the prevailing party in a dispute if the
arbitrator determines (A) that Employer has not breached this
Agreement and (B) the claim by Employee was not made in good
faith. Otherwise, Employee will be considered the prevailing
party. In the event that Employer is the prevailing party,
the fee of the arbitrator and all necessary expenses of the
hearing (excluding any attorneys' fees incurred by Employer)
including stenographic reporter, if employed, shall be paid
by Employee. In the event that Employee is the prevailing
party, the fee of the arbitrator and all necessary expenses
of the hearing (INCLUDING all attorneys, fees incurred by
Employee in pursuing his or her claim), including the fees of
a stenographic reporter if employed, shall be paid by
Employer.
(h) Paragraph 15 shall be deleted.
(i) Employer agrees that, if Employee is terminated under
circumstances that constitute Employer's breach of this Agreement,
Employer will make no statements with regard to Employee which
might be interpreted to reflect adversely upon his or her job
competency.
(j) Employee shall be entitled to refuse all or any portion of any
payment under this Agreement if he or she determines that receipt
of such payment may result in adverse tax consequences to him or
her. Employer shall be totally and permanently relieved of any
obligation to pay any amount which Employee explicitly so refuses
in writing.
11. CONSULTATION WITH LEGAL COUNSEL. Employee acknowledges that he or
she has been encouraged to consult with legal counsel before signing
this Agreement.
12. GOVERNING LAW. This Agreement is made and entered into in the State
of Oregon, and the laws of Oregon shall govern its validity and
interpretation in
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the performance by the parties hereto of their respective duties and
obligations hereunder.
13. ENTIRE AGREEMENT. This Agreement constitutes the entire, agreement
between the parties respecting the employment of Employee, and there
are no representations, warranties or commitments, other than those
set forth herein. This Agreement may be amended or modified only by
an instrument in writing executed by all of the parties hereto. This
is an integrated agreement.
14. ARBITRATION. Except as otherwise provided in Paragraph 8, any
dispute, controversy, or claim arising out of or relating to this
Agreement or breach thereof, or arising out of or relating in any way
to the employment of the Employee or the termination thereof, shall be
submitted to arbitration in accordance with the Voluntary Labor
Arbitration Rules of the American Arbitration Association. Judgment
upon the award rendered by the arbitrator may be entered in any court
in the State of Oregon, or in any other court of competent
jurisdiction. In reaching his or her decision, the arbitrator shall
have no authority to ignore, change, modify, add to or delete from any
provision of this Agreement, but instead is limited to interpreting
this Agreement.
15. ASSISTANCE IN LITIGATION. Employee shall make himself or herself
available, upon the request of Employer, to testify or otherwise
assist in litigation, arbitration, or other disputes involving
Employer, or any of the directors, officers, employees, subsidiaries,,
or parent corporations of either, (1) during the term of this
Agreement at no additional cost and (2) at any time following the
termination of this Agreement so long as Employee receives a
reasonable fee for his or her services plus reimbursement of out-of-
pocket expenses.
16. NOTICES. Any notice or communications required or permitted to be
given to the parties hereto shall be delivered personally or be sent
by United States registered or certified mail, postage prepaid and
return receipt requested, and addressed or delivered as follows, or to
such other address as the party addressed may have substituted by
notice pursuant to this section:
(a) If to Employer:
Portland General Corporation
121 SW Salmon Street
Portland Oregon 97204
Attn: Vice President of Human Resources
(b) If to Employee:
_________________________________________________________________
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_________________________________________________________________
_________________________________________________________________
17. CAPTIONS. The captions of this Agreement are inserted for
convenience and do not constitute a part hereof.
18. SEVERABILITY. In case any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any other respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this
Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein and
there shall be deemed substituted therefor such other provision as
will most nearly accomplish the intent of the parties to the extent
permitted by the applicable law. In case this Agreement, or any one
or more of the provisions hereof, shall be held to be invalid, illegal
or unenforceable within any governmental jurisdiction or subdivision
thereof, this Agreement or any such provision thereof shall not as a
consequence thereof be deemed to be invalid, illegal or unenforceable
in any other governmental jurisdiction or subdivision thereof.
19. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but
all of which shall together constitute one and the same Agreement.
IN WITNESS HEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first written above in
Portland, Oregon.
EXECUTED: ______________________, 19_____.
Portland General Corporation
By _______________________________________________________________________
EXECUTED: ______________________, 19_____.
By _______________________________________________________________________
[Name of Employee]
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EXHIBIT A
Form of Release
In consideration of the payments being provided to me pursuant to the
certain Employment Agreement dated ____________________,
I, ___________________________, hereby release, acquit, and forever
discharge, and covenant not to sue or pursue, either individually or as
part of a class, any claim as described below, against Portland General
Corporation ("PGC"), Portland General Electric Company ("PGE"), or any of
their affiliated corporations or divisions, or any of their respective
past, present, and future directors, officers, employees, agents,
contractors, and insurers, and their successors, individually or
collectively, any person who might be entitled to claim indemnity from any
of the aforementioned under contract or law, or any and all other persons
or entities who might be claimed to be liable for actions of any of the
aforementioned entities.
This release and covenant not to sue is intended to apply to any and all
claims and liabilities of every nature and kind in any way related to or
arising out of my employment with PGC or PGE, or which might be asserted
under local, state, or federal authorities, including but not limited to
claims for additional compensation, benefits, reinstatement, reemployment,
injunctive relief, reasonable accommodation, damages of any nature,
penalties, or attorneys' fees, including but not limited to any and all
claims based upon the Oregon statutes dealing with employment matters (ORS
652, 653, and 659), Title VII of the Civil Rights Act of 1964; the Fair
Labor Standards Act; the Equal Pay Act of 1963; the Age Discrimination in
Employment Act of 1967; the Older Workers Benefit Protection Act of 1990;
the Civil Rights Act of 1866 and 1871 (42 USC 1981-1988), the Civil Rights
Act of 1991; the Employment Retirement Income Security Act ("ERISA"); the
Rehabilitation Act of 1973; the Vietnam Era Veterans Readjustment
Assistance Act of 1974; Uniformed Services Employment and Reemployment
Rights Act of 1994; the Energy Reorganization Act of 1974; the Americans
With Disabilities Act of 1990; the Worker Adjustment and Retraining
Notification Act; and Executive Order 11246, all as amended, all
regulations under such authorities, and any contract (either expressed or
implied, oral or written), tort, or other common law theory which might
apply.
I represent that I have not filed any complaints, charges, or lawsuits
against PGC, PGE, or any of their affiliated corporations or divisions,
either individually or as part of a class, with any governmental agency or
court with respect to any matter released herein, and that I will not do
so at any time hereafter.
I am currently unaware of any claim, right, demand, debt, action,
obligation, liability, or cause of action that I may have against PGC,
PGE, or any of their affiliated corporations or divisions, either
individually or as part of a class, which has not been released in this
agreement. I expressly agree that this is a full and final release
covering all unknown, undisclosed, and unanticipated losses, wrongs,
claims, or
Page 14
damages I may have against the PGC, PGE, or any of their affiliated
corporations or divisions, which may have arisen from any act or omission
prior to the later of the effective date of this agreement or my
termination of employment, arising out of or related to my employment or
the termination thereof.
Notwithstanding anything that may be construed to the contrary in the
previous paragraphs, I understand that nothing in this agreement shall be
construed to prohibit me from reporting any suspected instance of illegal
activity of any nature, any nuclear safety concern, any workplace safety
concern, or any public safety concern, to the United States Nuclear
Regulatory Commission, the United States Department of Labor, or any other
federal or state governmental agency, and shall not be construed to
prohibit me from participating in any way in any state or federal
administrative, judicial, or legislative proceeding or investigation with
respect to any illegal activity of any nature, any nuclear safety concern,
any workplace safety concern, or any public safety concern, not
constituting the reassertion of claims and matters resolved and terminated
by the preceding paragraphs.
Please write below on the lines provided: "I am entering into this
Release voluntarily with full understanding of its effect".
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
This agreement was first presented to ____________ for consideration on
___________.
WE ADVISE THAT YOU SEEK THE ADVICE OF A LAWYER BEFORE SIGNING THIS
AGREEMENT. YOU HAVE FORTY-FIVE (45) DAYS TO CONSIDER THIS AGREEMENT
BEFORE SIGNING.
You have seven (7) days to revoke following execution of this agreement.
The agreement will not be effective or enforceable until seven (7) days
have expired from the day you sign it.
PORTLAND GENERAL CORPORATION EMPLOYEE
By: ___________________________ _______________________________________
Date: ________________________ Date: ________________________________
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