Exhibit
10.1


 


AGREEMENT
AND GENERAL RELEASE


 


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


 


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


 


2.                                      Consideration.  In consideration for signing this fully
executed original Agreement and General Release and in compliance with the
promises made herein, Cascade agrees to provide the following payments and
other benefits to Wessling after receiving the original of this fully executed
Agreement and General Release and the original letter from Wessling in the form
attached hereto as Exhibit “A.”  Wessling
acknowledges that he would not otherwise receive this consideration but for
signing this Agreement and General Release.


 


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


 


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


 


3.                                      General Release of Claims.  Wessling knowingly and voluntarily
releases 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”), of
and 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 this
Agreement and General Release, including, but not limited to, any alleged
violation of:


 


•                  Title
VII of the Civil Rights Act of 1964, as amended;


•                  The
Civil Rights Act of 1991;


•                  Sections
1981 through 1988 of Title 42 of the United States Code, as amended;


•                  The
Employee Retirement Income Security Act of 1974, as amended;


•                  The
Immigration Reform and Control Act, as amended;


•                  The
Americans with Disabilities Act of 1990, as amended;


•                  The
Workers Adjustment and Retraining Notification Act, as amended;


 


	
  AGREEMENT

  AND GENERAL RELEASE

  	
   

  	
   

  	
  Wessling’s
  initials                   

  



 


1





















 


•                  The
Occupational Safety and Health Act, as amended;


•                  The
Sarbanes-Oxley Act of 2002;


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


•                  The
Equal Pay Act, as amended;


•                  Washington
Law Against Discrimination, as amended, RCW 49.60 et seq.;


•                  The
National Labor Relations Act;


•                  The
Age Discrimination in Employment Act of 1967, as amended;


•                  The
Older Workers Benefit Protection Act;


•                  The
Consolidated Omnibus Budget Reconciliation Act (“COBRA”), to the extent permitted
by law;


•                  Any
provision of Title 49 of the Revised Code of Washington;


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


•                  Any
provision of Title 296 of the Washington Administrative Code;


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


•                  The
Industrial Insurance Act of Washington, as amended, to the extent permitted by
law;


•                  The
Washington Consumer Protection Act, RCW 19.86 et
seq.;


•                  Any
claim under a Collective Bargaining Agreement;


•                  Any
claim for negligent misrepresentation, intentional misrepresentation or fraud;


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


•                  Any
claim for disparate impact on any basis;


•                  Any
claim for discrimination, harassment, failure to accommodate or retaliation;


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


•                  Any
claim for breach of any term or condition of an employee handbook or policy
manual, including any claim for breach of any promise of specific treatment in
specific circumstances;


•                  Any
claim for breach of contract, including but not limited to an employment
contract;


•                  Any
claim for violation of any legal or equitable duty of good faith and fair
dealing;


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


•                  Any
claim for costs, fees, or other expenses including attorneys’ fees incurred in
these matters.


 


Notwithstanding the foregoing, the release
set forth in this section shall not apply to any vested benefits accrued
by Wessling prior to the effective date of this Agreement under any
compensation or benefit plan maintained by Cascade for the benefit of its
employees and subject to ERISA.


 


4.                                      Indemnity.  In the event of any claims against
Wessling 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                   

  



 


2





















 


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


 


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


 


6.                                      Affirmations.


 


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


 


6(b).                        Wessling
further affirms that he has been paid and/or has received all compensation,
wages, bonuses, commissions, and/or benefits to which he may currently be
entitled and that no other compensation, wages, bonuses, commissions and/or
benefits are currently due to him, except (1) for benefits to which he is
entitled under the Retirement Plan for Employees of Cascade Natural Gas
Corporation and the Cascade Natural Gas Corporation Executive Supplemental
Retirement Income Plan, (2) for previously accrued paid time off, and (3) as
provided in this Agreement and General Release.


 


6(c).                        Wessling
furthermore affirms that he has no known workplace injuries or occupational
diseases and has been provided and/or has not been denied any leave requested
under the Family and Medical Leave Act.


 


6(e).                        Wessling
further affirms that the amounts in Paragraph “2” above are not subject to any
liens for attorneys’ fees or costs and that he is responsible to pay all his
own attorneys’ fees and costs incurred in this matter.


 


7.                                      Taxation.  If any taxing authority determines that any
portion of the One Hundred Ninety Thousand Four Hundred Forty-Seven Dollars
($190,447.00) or the Seven Thousand One Hundred Sixty-Four Dollars And Sixty
Cents ($7,164.60) is taxable, Wessling agrees to pay all taxes, penalties, and
interest assessed and to hold harmless and indemnify Cascade for all amounts
assessed.  Releasees make no
representation as to the taxability of the amounts paid to Wessling.  Cascade will issue an IRS W-2 Form to
Wessling for both payments, including the payment representing one year’s wages
in 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                   

  



 


3





















 


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


 


8.                                      Governing Law and Interpretation.  This Agreement and General Release shall be
governed and conformed in accordance with the laws of Washington State without
regard to its conflict of laws provision. 
In the event Wessling or Cascade breaches any provision of this Agreement
and General Release, Wessling and Cascade affirm that either may institute an
action to specifically enforce any term or terms of this Agreement and General
Release.  Should any provision of this
Agreement and General Release be declared illegal or unenforceable by any court
of competent jurisdiction and cannot be modified to be enforceable, excluding
the general release language, such provision shall immediately become null and
void, leaving the remainder of this Agreement and General Release in full force
and effect.


 


9.                                      Amendment.  This Agreement and General Release may not be
modified, altered or changed except upon express written consent of all parties
wherein specific reference is made to this Agreement and General Release.


 


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


 


Mr. Larry Rosok

222 Fairview Avenue

Seattle, WA 98109


 


This Agreement and General Release shall not
become effective or enforceable until the revocation period has expired and a
letter in the form attached as Exhibit “A,” dated and signed no sooner than
eight days after Joseph D. Wessling dates and signs this Agreement and General
Release, is received by Larry Rosok.  If
the last day of the revocation period is a Saturday, Sunday or legal holiday in
Washington State, then the revocation period shall not expire until the next
following day which is not a Saturday, Sunday or legal holiday.


 


11.                               Entire Agreement.  This Agreement and General Release sets forth
the entire agreement between the parties hereto, and fully supersedes any prior
obligations of Releasees to Wessling. 
However, the Cascade Non-Competition Agreement dated June 19, 1997,
previously signed by Wessling shall survive this Agreement and General Release
and 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 decision
to accept this Agreement and General Release, except for those set forth in
this Agreement and General Release.


 


12.                               Counterparts and Facsimile Signatures.  This Agreement and General Release may be
executed in counterparts, and, as executed, shall constitute one
agreement.  A facsimile


 


	
  AGREEMENT

  AND GENERAL RELEASE

  	
   

  	
   

  	
  Wessling’s
  initials                   

  



 


4





















 


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


 


WESSLING HAS BEEN ADVISED THAT HE HAS AT
LEAST TWENTY-ONE CALENDAR DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE
AND HEREBY IS ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION
OF THIS AGREEMENT AND GENERAL RELEASE.


 


WESSLING AGREES THAT ANY MODIFICATIONS,
MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT
RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE CALENDAR DAY
CONSIDERATION PERIOD.


 


HAVING HAD THE OPPORTUNITY TO CONSULT WITH AN
ATTORNEY, AND HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO
FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH “2”
ABOVE, WESSLING FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO
THIS DOCUMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT
HAVE AGAINST CASCADE AND/OR RELEASEES.


 


IN WITNESS WHEREOF, Wessling hereto knowingly
and voluntarily executes this Agreement and General Release as of the date set
forth below:


 


 


	
   

  	
   

  	
  Dated:

  	
   

  
	
  Joseph D. Wessling

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
   

  
	
  Larry Rosok

  	
   

  
	
  For Cascade Natural Gas Corporation

  	
   

  



 


	
  AGREEMENT

  AND GENERAL RELEASE

  	
   

  	
   

  	
  Wessling’s
  initials                   

  



 


5





















 


EXHIBIT A


 


Mr. Larry Rosok

Cascade Natural Gas Corporation

222 Fairview Avenue

Seattle, WA 98109


 


Re:                               Agreement
and General Release


 


Dear Mr. Rosok:


 


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


 


More than seven calendar days have elapsed
since I executed the above-mentioned Agreement and General Release.  I have at no time revoked my acceptance or
execution of that Agreement and General Release and hereby reaffirm my
acceptance of that Agreement and General Release.  Therefore, in accordance with the terms of
the Agreement and General Release, I hereby request payment of the monies
described 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 SIGN
THIS LETTER, until eight days after you have signed the Agreement and General
Release