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AGREEMENT
TO RECOUPMENT PROVISIONS
OF
EXECUTIVE ANNUAL INCENTIVE PLAN
This
Agreement to Recoupment Provisions is entered into by the undersigned
participant in the Executive Annual Incentive Plan (the “Plan”) of Northwest
Natural Gas Company (the “Company”) effective as of January 1,
2010.
On
December __, 2009, the Board of Directors of the Company approved amendments to
the Plan effective January 1, 2010, including the addition to the Plan of
provisions requiring Plan participants to repay Excess Bonus Compensation (as
defined in the Plan) to the Company if the Company’s financial statements for
any year are restated due to Misconduct (as defined in the Plan) of any
person. These new provisions are included under the heading
“RECOUPMENT ON EARNINGS RESTATEMENT” in the attached copy of the Plan, and will
apply to all annual incentive bonuses paid under the Plan for 2010 and all
subsequent years.
In
consideration of the annual incentive bonuses to be awarded and paid by the
Company under the Plan to the undersigned participant in 2010 and subsequent
years, the undersigned participant hereby agrees that all of the terms under the
heading “RECOUPMENT ON EARNINGS RESTATEMENT” in the attached copy of the Plan
shall apply to bonuses paid to him or her for 2010 and all subsequent years, and
further agrees to repay any Excess Bonus Compensation at such time as may be
required under the Plan. The undersigned participant acknowledges and
agrees that his or her execution and delivery of this Agreement is a condition
to all future awards under the Plan.
Signature _____________________________
Type or
Print Name _____________________________