**Exhibit10.1**

 

**AGREEMENTAND GENERAL RELEASE**

 

Cascade Natural Gas****Corporation (“Cascade”) and Joseph D. Wessling, his heirs,executors, administrators, successors, and assigns (collectively referred tothroughout this Agreement and General Release as “Wessling”), agree:

 

**1.**                                      **Last Day of Employment**.  Joseph D. Wessling’s last day of employmentwith Cascade will be June 15, 2005.

 

**2.**                                      **Consideration**.  In consideration for signing this fullyexecuted original Agreement and General Release and in compliance with thepromises made herein, Cascade agrees to provide the following payments andother benefits to Wessling after receiving the original of this fully executedAgreement and General Release and the original letter from Wessling in the formattached hereto as Exhibit “A.”  Wesslingacknowledges that he would not otherwise receive this consideration but forsigning this Agreement and General Release.

 

(a)                                  Onor about June 30, 2005, Cascade shall pay Wessling the sum of One HundredNinety Thousand Four Hundred Forty-Seven Dollars ($190,447.00), less lawfuldeductions, which represents one year’s salary. Wessling agrees that this lump sum distribution is in lieu ofeligibility to retire early without actuarial reduction of benefits pursuant toArticle 3.2(g) of Cascade’s Executive Supplemental Retirement Income Plan.

 

(b)                                 Onor about June 30, 2005, Cascade shall pay Wessling the lump sum of SevenThousand One Hundred and Sixty-Four Dollars and Sixty Cents ($7,164.60).  Wessling agrees that this sum represents thecost of premiums for continuing his coverage under COBRA for one year.  Wessling shall be responsible for determiningwhether he elects such benefits under Cascade’s plan and if he does, he shallbe solely responsible for paying such premiums.

 

**3.**                                      **General Release of Claims. **Wessling knowingly and voluntarilyreleases and forever discharges, to the full extent permitted by law, Cascade,its parent corporation, affiliates, subsidiaries, divisions, successors,predecessors and assigns and the current and former employees, attorneys,insurers, partners, owners, officers, directors, shareholders, agents thereof,the employee benefit plan for Cascade, plan fiduciaries and plan administrators(whether internal or external), (collectively referred to as “Releasees”), ofand from any and all claims, known and unknown, asserted and unasserted,Wessling has or may have against Releasees as of the date of execution of thisAgreement and General Release, including, but not limited to, any allegedviolation of:

 

•                  TitleVII of the Civil Rights Act of 1964, as amended;

•                  TheCivil Rights Act of 1991;

•                  Sections1981 through 1988 of Title 42 of the United States Code, as amended;

•                  TheEmployee Retirement Income Security Act of 1974, as amended;

•                  TheImmigration Reform and Control Act, as amended;

•                  TheAmericans with Disabilities Act of 1990, as amended;

•                  TheWorkers Adjustment and Retraining Notification Act, as amended;

 
| AGREEMENT  AND GENERAL RELEASE |   |   | Wessling’s  initials                    |
|--------------------------------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|

 

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•                  TheOccupational Safety and Health Act, as amended;

•                  TheSarbanes-Oxley Act of 2002;

•                  TheFamily Medical Leave Act, as amended to the extent permitted by law;

•                  TheEqual Pay Act, as amended;

•                  WashingtonLaw Against Discrimination, as amended, RCW 49.60 *et seq*.;

•                  TheNational Labor Relations Act;

•                  TheAge Discrimination in Employment Act of 1967, as amended;

•                  TheOlder Workers Benefit Protection Act;

•                  TheConsolidated Omnibus Budget Reconciliation Act (“COBRA”), to the extent permittedby law;

•                  Anyprovision of Title 49 of the Revised Code of Washington;

•                  TheWashington Minimum Wage Law, as amended, to the extent permitted by law;

•                  Anyprovision of Title 296 of the Washington Administrative Code;

•                  Anyclaim for failure to pay wages, bonuses, or commissions, including any claimfor liquidated or double damages, to the extent permitted by law;

•                  TheIndustrial Insurance Act of Washington, as amended, to the extent permitted bylaw;

•                  TheWashington Consumer Protection Act, RCW 19.86 *etseq*.;

•                  Anyclaim under a Collective Bargaining Agreement;

•                  Anyclaim for negligent misrepresentation, intentional misrepresentation or fraud;

•                  Anyclaim for intentional injury, intentional infliction of emotional distress,negligence, negligent infliction of emotional distress, negligent hiring,supervision or retention, or defamation;

•                  Anyclaim for disparate impact on any basis;

•                  Anyclaim for discrimination, harassment, failure to accommodate or retaliation;

•                  Anypublic policy, contract, tort, or common law, including but not limited toclaim(s) for wrongful termination in violation of public policy, wrongfultermination for any reason, or constructive discharge;

•                  Anyclaim for breach of any term or condition of an employee handbook or policymanual, including any claim for breach of any promise of specific treatment inspecific circumstances;

•                  Anyclaim for breach of contract, including but not limited to an employmentcontract;

•                  Anyclaim for violation of any legal or equitable duty of good faith and fairdealing;

•                  Anyother federal, state or local civil or human rights law or any other local,state or federal law, regulation or ordinance; or

•                  Anyclaim for costs, fees, or other expenses including attorneys’ fees incurred inthese matters.

 

Notwithstanding the foregoing, the releaseset forth in this section shall not apply to any vested benefits accruedby Wessling prior to the effective date of this Agreement under anycompensation or benefit plan maintained by Cascade for the benefit of itsemployees and subject to ERISA.

 

**4.****                                      Indemnity. **In the event of any claims againstWessling that may arise out of his employment, Cascade will in good faith,defend, indemnity and hold harmless Wessling in the

 
| AGREEMENT  AND GENERAL RELEASE |   |   | Wessling’s  initials                    |
|--------------------------------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|

 

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same manner and to the same extent that it would any officer then inthe employ of Cascade and only to that extent.

 

**5.**                                      **Non-Disparagement Obligation.**  Wessling shall not defame, disparage ordemean Cascade or any director, officer, employee or agent of the same in anymanner whatsoever; and directors and officers of Cascade shall not defame,disparage or demean Wessling in any manner whatsoever.  This paragraph shall not preclude eitherparty from responding truthfully to inquiries made in connection with any legalor governmental proceeding pursuant to subpoena or other legal process.  As a material portion of this Agreement andGeneral Release, Wessling agrees that he will not appear as a witness in anymatter adverse to Cascade except under subpoena and will not provide anyconsultative services that are adverse to Cascade in any way.  Wessling also agrees that if he is at anytime requested to provide information, whether by subpoena or otherwise, in anymatter involving or affecting Cascade in which Wessling was involved during histenure as an employee, Wessling will (1) notify Cascade as soon as practicable,but in any event before providing the requested information; and (2) provideCascade the opportunity to participate in any meeting or proceeding to providesuch information.

 

**6.**                                      **Affirmations**.

 

### **6(a).**                        Wesslingaffirms that he has not filed, caused to be filed, or presently is a party toany claim, complaint, or action against Cascade in any forum or form.

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### **6(b).**                        Wesslingfurther affirms that he has been paid and/or has received all compensation,wages, bonuses, commissions, and/or benefits to which he may currently beentitled and that no other compensation, wages, bonuses, commissions and/orbenefits are currently due to him, except (1) for benefits to which he isentitled under the Retirement Plan for Employees of Cascade Natural GasCorporation and the Cascade Natural Gas Corporation Executive SupplementalRetirement Income Plan, (2) for previously accrued paid time off, and (3) asprovided in this Agreement and General Release.

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### **6(c).**                        Wesslingfurthermore affirms that he has no known workplace injuries or occupationaldiseases and has been provided and/or has not been denied any leave requestedunder the Family and Medical Leave Act.

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### **6(e).**                        Wesslingfurther affirms that the amounts in Paragraph “2” above are not subject to anyliens for attorneys’ fees or costs and that he is responsible to pay all hisown attorneys’ fees and costs incurred in this matter.

 

**7.**                                      **Taxation**.  If any taxing authority determines that anyportion of the One Hundred Ninety Thousand Four Hundred Forty-Seven Dollars($190,447.00) or the Seven Thousand One Hundred Sixty-Four Dollars And SixtyCents ($7,164.60) is taxable, Wessling agrees to pay all taxes, penalties, andinterest assessed and to hold harmless and indemnify Cascade for all amountsassessed.  Releasees make norepresentation as to the taxability of the amounts paid to Wessling.  Cascade will issue an IRS W-2 Form toWessling for both payments, including the payment representing one year’s wagesin the amount of one hundred ninety thousand four hundred forty-seven dollars($190,447.00), less lawful deductions, and the payment representing

 
| AGREEMENT  AND GENERAL RELEASE |   |   | Wessling’s  initials                    |
|--------------------------------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|

 

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COBRA premiums in the amount of seven thousand one hundred sixty fourdollars and sixty cents ($7,164.60).

 

**8.**                                      **Governing Law and Interpretation**.  This Agreement and General Release shall begoverned and conformed in accordance with the laws of Washington State withoutregard to its conflict of laws provision. In the event Wessling or Cascade breaches any provision of this Agreementand General Release, Wessling and Cascade affirm that either may institute anaction to specifically enforce any term or terms of this Agreement and GeneralRelease.  Should any provision of thisAgreement and General Release be declared illegal or unenforceable by any courtof competent jurisdiction and cannot be modified to be enforceable, excludingthe general release language, such provision shall immediately become null andvoid, leaving the remainder of this Agreement and General Release in full forceand effect.

 

**9.**                                      **Amendment**.  This Agreement and General Release may not bemodified, altered or changed except upon express written consent of all partieswherein specific reference is made to this Agreement and General Release.

 

**10.**                               **Revocation.**  Wessling may revoke this Agreement andGeneral Release for a period of seven calendar days following the day heexecutes this Agreement and General Release. Any revocation within this period must be submitted, in writing, toLarry Rosok and state, “I hereby revoke my acceptance of our Agreement andGeneral Release.”  The revocation must bepersonally delivered to Larry Rosok or the designee of Rosok, or mailed andpostmarked within seven calendar days of execution of this Agreement andGeneral Release to:

 

Mr. Larry Rosok222 Fairview AvenueSeattle, WA 98109

 

This Agreement and General Release shall notbecome effective or enforceable until the revocation period has expired and aletter in the form attached as Exhibit “A,” dated and signed no sooner thaneight days after Joseph D. Wessling dates and signs this Agreement and GeneralRelease, is received by Larry Rosok.  Ifthe last day of the revocation period is a Saturday, Sunday or legal holiday inWashington State, then the revocation period shall not expire until the nextfollowing day which is not a Saturday, Sunday or legal holiday.

 

**11.**                               **Entire Agreement**.  This Agreement and General Release sets forththe entire agreement between the parties hereto, and fully supersedes any priorobligations of Releasees to Wessling. However, the Cascade Non-Competition Agreement dated June 19, 1997,previously signed by Wessling shall survive this Agreement and General Releaseand continue in full force and effect. Wessling acknowledges he has not relied on any representations,promises, or agreements of any kind made to him in connection with his decisionto accept this Agreement and General Release, except for those set forth inthis Agreement and General Release.

 

**12.**                               **Counterparts and Facsimile Signatures.**  This Agreement and General Release may beexecuted in counterparts, and, as executed, shall constitute oneagreement.  A facsimile

 
| AGREEMENT  AND GENERAL RELEASE |   |   | Wessling’s  initials                    |
|--------------------------------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|

 

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signature shall be considered the same as the original, provided thatthe original signature page is delivered within ten days.

 

### **WESSLING HAS BEEN ADVISED THAT HE HAS ATLEAST TWENTY-ONE CALENDAR DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASEAND HEREBY IS ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTIONOF THIS AGREEMENT AND GENERAL RELEASE.**

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### **WESSLING AGREES THAT ANY MODIFICATIONS,MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOTRESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE CALENDAR DAYCONSIDERATION PERIOD.**

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### **HAVING HAD THE OPPORTUNITY TO CONSULT WITH ANATTORNEY, AND HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TOFULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH “2”ABOVE, WESSLING FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTOTHIS DOCUMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHTHAVE AGAINST CASCADE AND/OR RELEASEES.**

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IN WITNESS WHEREOF, Wessling hereto knowinglyand voluntarily executes this Agreement and General Release as of the date setforth below:

 

 
|                                |   | Dated: |   |
|-------------------------------------|--------|--------|--------|
| Joseph D. Wessling                  |   |
|                                |   |
|                                |   |
|                                |   | Dated: |   |
| Larry Rosok                         |   |
| For Cascade Natural Gas Corporation |   |

 
| AGREEMENT  AND GENERAL RELEASE |   |   | Wessling’s  initials                    |
|--------------------------------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|

 

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EXHIBIT A

 

Mr. Larry RosokCascade Natural Gas****Corporation222 Fairview AvenueSeattle, WA 98109

 

Re:                               Agreementand General Release

 

Dear Mr. Rosok:

 

On                               (date), I executed a Agreement and General Release between myself and CascadeNatural Gas****Corporation.  I was advised by Cascade in writing, toconsult with an attorney of my choosing, prior to executing this Agreement andGeneral Release.

 

More than seven calendar days have elapsedsince I executed the above-mentioned Agreement and General Release.  I have at no time revoked my acceptance orexecution of that Agreement and General Release and hereby reaffirm myacceptance of that Agreement and General Release.  Therefore, in accordance with the terms ofthe Agreement and General Release, I hereby request payment of the moniesdescribed in Paragraph “2” of that Agreement.

 

Dated this         day of                           ,2005.

 

Very truly yours,

 

 

Joseph D. Wessling

 

 

**NOTICE**:  Per paragraph 10 of the Release, DO NOT SIGNTHIS LETTER, until eight days after you have signed the Agreement and GeneralRelease

 

 

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