Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.55M
5: EX-10.BB Exhibit 10.Bb Restricted Stock Unit Award HTML 80K
Agreement
2: EX-10.P Exhibit 10.P Executive Annual Incentive Plan HTML 59K
6: EX-10.QQ Exhibit 10.Qq Special Rention Restricted Stock HTML 59K
Unit Award Agreement
7: EX-10.RR Exhibit 10.Rr Hire-On Bonus Agreement HTML 30K
3: EX-10.S Exhibit 10.S Long Term Incentive Plan HTML 56K
8: EX-10.SS Exhibit 10.Ss Cash Retention Bonus Agreement HTML 31K
4: EX-10.Y Exhibit 10.Y Performance Share Long Term Incentive HTML 82K
Agreement
10: EX-21 Exhibit 21 Subsidiaries of Nw Natural Gas Company HTML 28K
11: EX-23 Exhibit 23 Consent of Auditors HTML 24K
9: EX-12 Exhibit 12 Ratio of Earnings to Fixed Charges HTML 39K
12: EX-31.1 Exhibit 31.1 CEO Certification HTML 28K
13: EX-31.2 Exhibit 31.2 CFO Certification HTML 28K
14: EX-32.1 Exhibit 32.1 Sox Certification HTML 25K
21: R1 Document and Entity Information HTML 51K
22: R2 Consolidated Statements of Comprehensive Income HTML 91K
23: R3 Consolidated Statements of Comprehensive Income HTML 27K
(Parentheticals)
24: R4 Consolidated Balance Sheets HTML 152K
25: R5 Consolidated Balance Sheets (Parentheticals) HTML 32K
26: R6 Consolidated Statement of Shareholders' Equity HTML 58K
27: R7 Consolidated Statement of Cash Flows HTML 127K
28: R8 Organization and Principles of Consolidation HTML 30K
29: R9 Summary of Significant Accounting Policies HTML 143K
30: R10 Earnings Per Share HTML 49K
31: R11 Segment Information HTML 119K
32: R12 Common Stock HTML 46K
33: R13 Stock-Based Compensation HTML 132K
34: R14 Debt HTML 101K
35: R15 Pension and Other Postretirement Benefits HTML 444K
36: R16 Income Tax HTML 146K
37: R17 Property, Plant and Equipment HTML 48K
38: R18 Gas Reserves HTML 42K
39: R19 Investments HTML 40K
40: R20 Derivative Instruments HTML 92K
41: R21 Commitments and Contigencies HTML 76K
42: R22 Environmental Matters HTML 100K
43: R23 Quarterly Financial Information HTML 58K
44: R24 Valuation Allowances and Reserves HTML 64K
45: R25 Summary of Significant Accounting Policies HTML 140K
(Policies)
46: R26 Summary of Significant Accounting Policies HTML 84K
(Tables)
47: R27 Earnings Per Share (Tables) HTML 46K
48: R28 Segment Reporting (Tables) HTML 101K
49: R29 Common Stock Shares Outstanding (Tables) HTML 34K
50: R30 Stock-Based Compensation (Tables) HTML 123K
51: R31 Debt (Tables) HTML 92K
52: R32 Pension and Other Postretirement Benefits (Tables) HTML 422K
53: R33 Income Tax (Tables) HTML 133K
54: R34 Property, Plant and Equipment (Tables) HTML 45K
55: R35 Gas Reserves (Tables) HTML 36K
56: R36 Investments (Tables) HTML 33K
57: R37 Derivative Instruments (Tables) HTML 71K
58: R38 Commitments and Contingencies (Tables) HTML 68K
59: R39 Environmental Matters (Tables) HTML 67K
60: R40 Quarterly Financial Information (Tables) HTML 58K
61: R41 Valuation Allowances and Reserves (Tables) HTML 64K
62: R42 Organization and Principles of Consolidation HTML 25K
Organization and Principles of Consolidation
(Details)
63: R43 Summary of Significant Accounting Policies Summary HTML 79K
of Significant Accounting Policies (Details)
64: R44 Summary of Significant Accounting Policies HTML 60K
Regulatory Asset Disclosure (Details)
65: R45 Summary of Significant Accounting Policies HTML 44K
Regulatory Liability Disclosure (Details)
66: R46 Earnings Per Share (Details) HTML 51K
67: R47 Segment Information (Details) HTML 125K
68: R48 Common Stock (Details) HTML 68K
69: R49 Common Stock Summary of Changes in Common Stock HTML 43K
(Details)
70: R50 Stock-Based Compensation (Details) HTML 162K
71: R51 Debt (Details) HTML 172K
72: R52 Pension and Other Postretirement Benefits HTML 357K
(Details)
73: R53 Pension and Other Postretirement Benefits Fair HTML 147K
Value of Plan Assets (Details)
74: R54 Income Tax (Details) HTML 147K
75: R55 Property, Plant and Equipment (Details) HTML 54K
76: R56 Gas Reserves (Details) HTML 43K
77: R57 Investments (Details) HTML 41K
78: R58 Derivative Instruments Gain (Loss) by Hedging HTML 69K
Relationship, by Income Statement Location, by
Derivative Instrument Risk (Details)
79: R59 Derivative Instruments Credit Rating Downgrade HTML 39K
Scenarios (Details)
80: R60 Commitments and Contingencies (Details) HTML 140K
81: R61 Commitments and Contingencies Operating Lease HTML 31K
Arrangements (Details)
82: R62 Environmental Matters (Details) HTML 109K
83: R63 Quarterly Financial Information (Details) HTML 41K
84: R64 Valuation Allowances and Reserves (Details) HTML 34K
86: XML IDEA XML File -- Filing Summary XML 141K
85: EXCEL IDEA Workbook of Financial Reports XLSX 133K
20: EX-101.INS XBRL Instance -- nwn-20171231 XML 4.68M
18: EX-101.CAL XBRL Calculations -- nwn-20171231_cal XML 196K
17: EX-101.DEF XBRL Definitions -- nwn-20171231_def XML 906K
19: EX-101.LAB XBRL Labels -- nwn-20171231_lab XML 2.54M
15: EX-101.PRE XBRL Presentations -- nwn-20171231_pre XML 1.36M
16: EX-101.SCH XBRL Schema -- nwn-20171231 XSD 252K
87: ZIP XBRL Zipped Folder -- 0000073020-18-000008-xbrl Zip 385K
In recognition of your past contributions and value to Northwest Natural Gas Company (the “Company”) in addition to the Company’s desire to retain you, the Organization and Executive Compensation Committee of the
Company agrees to provide you a cash retention bonus if you meet the terms and conditions of this agreement, including remaining continuously employed by the Company through the dates specified herein, and you desire to accept the award.
1. First Cash Retention Bonus. A bonus in the amount of $100,000 will be paid to you as soon as practicable following March 1, 2023, but not later than March 14, 2023. This bonus payment is contingent on (a) satisfactory performance of your duties through March 1, 2023, as determined by the Chief Executive Officer in his sole discretion, and (b) your continuous employment with the
Company to March 1, 2023.
2. Second Cash Retention Bonus. A bonus in the amount of $100,000 will be paid to you as soon as practicable following March 1, 2024, but not later than March 14, 2024. This bonus payment is contingent on (a) satisfactory performance of your duties through March 1, 2024, as determined by the Chief Executive Officer in his sole discretion, and (b) your continuous employment with the Company to March 1, 2024.
3. CIC Double Trigger Acceleration.
If you become entitled to severance benefit under the terms of Section 5(iii) of the Change in Control Severance Agreement between you and the Company (as in effect on the date of this agreement or as amended with your approval), any bonus under Section 1 or Section 2 above that has not been previously paid shall be due and payable on the same date that the severance benefit is payable.
4. Taxes. These retention bonus amounts are subject to applicable tax withholding. These retention bonus amounts cannot be deferred under the Retirement K Savings Plan or the non-qualified Deferred Compensation Plan for Directors and Executives.
5. No Right to Employment. Nothing contained in this Agreement shall confer
upon you any right to be employed by the Company or to interfere in any way with the right of the Company to terminate your employment at any time for any reason or no reason, with or without cause.
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6. Successors; Binding Agreement. You shall not assign this Agreement or any rights hereunder to any other party or parties without the prior written consent of the Company provided that this Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and legatees.
7. Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid and addressed to the address of the respective party set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chairman of the Board of the Company, with a copy to the Secretary of the Company, or to such
other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.
8. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in a writing signed by you and the Chairman of the Board or Chief Executive Officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Oregon.
9. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
10. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Portland, Oregon by three arbitrators in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators’ award, which
award shall be a final and binding determination of the dispute or controversy, in any court having jurisdiction.
11. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.
If this letter correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject.
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Sincerely,
NORTHWEST
NATURAL GAS COMPANY
By
David H. Anderson
President and Chief Executive Officer
Agreed to this ____ day
of March, 2018.
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Dates Referenced Herein and Documents Incorporated by Reference
