exh102-aciplan






Exhibit 10.2                    PORTLAND GENERAL ELECTRIC COMPANY  ANNUAL CASH INCENTIVE PLAN            Amended and Restated   Effective July 27, 2021                





 






2       TABLE OF CONTENTS  Page  SECTION 1 Purpose  3   SECTION 2 Definitions  3  SECTION 3 Administration  5  SECTION 4 Eligibility and Participation  5  SECTION 5 Establishment and Calculation of Awards  6  SECTION 6 Payment of Awards Earned  7  SECTION 7 Termination of Employment  7  SECTION 8 Adjustments Upon Changes in Capitalization  7  SECTION 9 General Provisions  8  SECTION 10 Amendment, Suspension, or Termination of Plan  9  SECTION 11 Effective Date  9     





 






3      PORTLAND GENERAL ELECTRIC COMPANY  ANNUAL CASH INCENTIVE PLAN  SECTION 1  Purpose  The purpose of the Portland General Electric Company Annual Cash Incentive Plan is to motivate,  reward and retain executive officers and key employees of the Company for achieving individual,  department and/or corporate goals and objectives.  SECTION 2  Definitions  2.1. “Affiliate” means any entity that controls, is controlled by or is under common control with  the Company.  2.2. “Annual Incentive Program” means the terms and conditions pursuant to which a Participant  may receive an Award under the Plan for a particular Award Year based upon achievement of pre- established performance goals and/or assessment of individual contribution.  2.3. “Award” means a contingent right to receive cash following the end of an Award Year.  2.4. “Award Year” means any fiscal year of the Company for which the Company adopts an  Annual Incentive Program under this Plan.  2.5. “Board” means the Board of Directors of the Company.  2.6. “CEO” means the Chief Executive Officer of the Company.  2.7. “Change in Control” shall mean any of the following events:  (i) Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934)  becomes the “beneficial owner” (as determined pursuant to Rule 14d-3 under the Securities  Exchange Act of 1934), directly or indirectly, of securities of the Company representing  more than thirty percent (30%) of the combined voting power of the Company’s then  outstanding voting securities; or  (ii) During any period of two (2) consecutive years (not including any period prior to  the execution of this Plan), individuals who at the beginning of such period (the “Incumbent  Board”) cease to constitute at least a majority of the Board provided, however that any  individual becoming a director subsequent to the beginning of such two (2)-year period  whose election to the Board, or nomination for election to the Board by the Company’s  





 






4    stockholders, was approved by a vote of at least two-thirds (2/3) of the directors then  comprising the Incumbent Board shall be considered as though such individual was a  member of the Incumbent Board, but excluding, for this purpose, any such individual  whose initial assumption of office occurs in connection with or as a result of an actual or  threatened election contest with respect to the election or removal of directors or other  actual or threatened solicitation of proxies or consents; or  (iii) There occurs a consummation of a reorganization, merger, statutory share exchange or  consolidation or similar transaction involving the Company or any of its subsidiaries, other  than a merger or consolidation which would result in the holders of the voting securities of  the Company outstanding immediately prior thereto holding immediately thereafter  securities representing, directly or indirectly, more than fifty percent (50%) of the  combined voting power of the voting securities of the Company or such surviving entity  outstanding immediately after such merger or consolidation; or  (iv) The stockholders of the Company approve a plan of complete liquidation of the Company  or an agreement for the sale or disposition by the Company of all or substantially all of the  Company’s assets.  Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by  virtue of the consummation of any transaction or series of integrated transactions immediately  following which the holders of common stock of the Company immediately prior to such  transaction or series of transactions continue to have substantially the same proportionate  ownership in an entity which owns all or substantially all of the assets of the Company  immediately following such transaction or series of transactions.   2.8. “Company” means Portland General Electric Company.  2.9. “Committee” means the Compensation and Human Resources Committee of the Board or, to  the extent directed by the Board, the members of the Board who are independent, as determined  pursuant to the Company’s Director Independence Standards.  2.10. “Disability” means a disability under the Company's long-term disability program or, if no  such program exists, a disability as determined by the Committee for purposes of the Plan.  2.11. “Employee” means any employee of the Company or an Affiliate, excluding any person  characterized on the Company's or an Affiliate's payroll records as a temporary or contract  employee.  2.12. “Participant” means an Employee selected to participate in the Annual Incentive Program  for an Award Year.  2.13. “Plan” means the Portland General Electric Company Annual Cash Incentive Plan as set  forth herein, as amended from time to time.  2.14. “Retirement” means a Participant's termination of employment at age 55 or older with five  or more years of service for the Company or its Affiliates.  





 






5    2.15. “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended.  SECTION 3  Administration  3.1. Administrative Duties and Authority of the Committee and the CEO. The Committee and the  CEO shall be responsible for the administration of the Plan according to the terms and provisions  hereof and shall have discretionary authority and all powers necessary to accomplish this purpose,  including without limitation the right, power, authority and duty to make rules, regulations and  procedures for the administration of the Plan which are not inconsistent with the terms and  provisions hereof.  3.2. Plan Interpretation.  The Committee shall have sole discretionary authority to construe and  interpret all terms, provisions, conditions and limitations of the Plan and to correct any defect,  supply any omission, construe any ambiguous or uncertain provisions, or reconcile any  inconsistency that may appear in the Plan, in such manner and to such extent as it shall deem  expedient to carry the Plan into effect. All decisions, determinations, and interpretations of the  Committee will be final and binding.  3.3. Liability. No member of the Board, officer of the Company, or delegate of any thereof shall  be personally liable for any action, failure to act, determination, or interpretation made in good  faith with respect to the Plan or any transaction under the Plan.   SECTION 4  Eligibility and Participation  4.1. Selection of Participants.   (a) The Committee in its discretion will select any Executives who will participate in  the Annual Incentive Program for an Award Year.   (b) The CEO in his or her discretion will select any individuals other than Executives  who will participate in the Annual Incentive Program for an Award Year.  (c) No Employee has a right to participation in the Plan, and participation in the Annual  Incentive Program for any Award Year shall not cause any entitlement to participate  in any later Annual Incentive Program.  4.2. Persons Ineligible. Members of the Board who are not Employees are not eligible to  participate in the Plan.  4.3. Participation in Other Annual Incentive Plans. Participants in an Annual Incentive Program  for an Award Year are not eligible to participate in any other annual incentive plan of the Company  for such Award Year without the specific approval of the Committee.  





 






6    SECTION 5  Establishment and Calculation of Awards  5.1. Establishment of Annual Incentive Program for Executives. For each Award Year, the  Committee will establish in writing the material terms and conditions applicable to the Annual  Incentive Program for Executives, including without limitation the relevant performance goals,  Award amounts payable based on the extent to which the performance goals are met, and the  potential effect of individual Participant contributions during the Award Year for the Employees  selected to participate in the Annual Incentive Program for the Award Year.  5.2. Establishment of Annual Incentive Program for Non-Executives.  For each Award Year, the  Committee will establish in writing any material terms and conditions applicable to the Annual  Incentive Program for Participants other than Executives it deems appropriate. The CEO may then  establish any additional terms and conditions applicable to such Annual Incentive Program that  are not inconsistent with the terms and conditions established by the Committee.   5.3. Determination at Year End. Following the end of each Award Year the Committee shall  determine the extent to which Company performance goals were met for the Award Year. In  making such determination, the Committee may include or exclude the impact of any nonrecurring,  unusual events that occur during the Award Year, including without limitation (i) asset write- downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws and  other laws, accounting principles, or provisions affecting reported results; (iv) any reorganization  or restructuring programs; (v) extraordinary, nonrecurring items as described in Accounting  Principles Board Opinion No. 30 (or any successor thereto) or in management's discussion and  analysis of financial condition and results of operations appearing in the Company's annual report  to shareholders for the applicable year; (vi) acquisitions or divestitures; and (vii) foreign exchange  gains and losses.  5.4. Calculating Executive Award Amounts. The Committee shall determine the Award amounts  payable to each Executive in respect of an Award Year based on the extent to which the relevant  performance goals were achieved during the Award Year. The Committee, in its discretion, may  further increase or decrease (or eliminate) an Award to reflect individual Participant or Company  performance during the Award Year.   5.5. Calculating Non-Executive Award Amounts. The CEO shall determine the Award amounts  payable to each Participant who is not an Executive in respect of an Award Year, consistent as  applicable with the Committee’s determination of Company performance in respect of Awards to  Executives.  The CEO, in his or her discretion, may further increase or decrease (or eliminate)  an Award to reflect individual Participant or Company performance during the Award Year.  5.6. Discretionary Bonus Amounts. If the minimum performance goals established for an Award  are not achieved, no payment will be made under the Award; provided, however, that the Board,  in its sole discretion, may establish a separate discretionary amount distributable as Awards to  Participants under the Plan, which shall be allocated at the discretion of the Committee.    





 






7    SECTION 6  Payment of Awards Earned  6.1. Timing of Payment. Awards earned by each Participant shall be paid in cash as soon as  administratively possible following the date the amounts are determined but in no event later than  two and one-half months after the end of the Award Year.  6.2. Set-Off. The Company shall have the right to set off against any Award payable hereunder,  the amount of any loan or advance made by the Company or an Affiliate to the Participant.   SECTION 7  Termination of Employment  7.1. Forfeiture of Award. In the event of a Participant's termination of employment for any reason  other than the Participant's death, Disability, or Retirement prior to payment being made under an  Award, the Participant will forfeit all rights to any payment under the Award.  7.2. Death, Disability and Retirement. If a Participant's employment terminates prior to payment  being made under an Award due to the Participant's death, Disability, or Retirement, the Company  shall pay an Award to the Participant (or the Participant's estate, as the case may be) at such time  as Awards are payable generally to other Participants, pro-rated to reflect the number of full and  partial months during the Award Year in which the Participant was employed by the Company or  an Affiliate.   SECTION 8  Adjustments Upon Changes in Capitalization  8.1. Change in Control. In the event of a Change in Control, then unless the documents effecting  such Change in Control provide for different treatment, Awards outstanding under the Plan shall  be paid to Participants upon consummation of such Change in Control based on the greater of  actual or target levels of performance as determined by the Committee, pro-rated to reflect the  number of full and partial months during the Award Year prior to the Change in Control.  8.2. Changes to Subsidiary. In the event of the disposition of a subsidiary of the Company or of  substantially all of the subsidiary’s assets to an entity that is not an Affiliate, any Award to a  Participant who is an employee of such subsidiary shall be treated in the manner determined by  the Committee in its discretion.  8.3. Authority Under this Section. Any adjustments under this Section 8 will be made by the  Committee or the Board, whose determination as to what adjustments will be made and the extent  thereof will be final, binding, and conclusive.    





 






8    SECTION 9  General Provisions  9.1. No Employment Right. The Plan does not constitute or imply the existence of an employment  contract between the Company or an Affiliate and any person. Participation in the Plan shall not  be construed as constituting a commitment, guarantee, agreement, or understanding of any kind  that the Company or an Affiliate will continue to employ any individual.  9.2. Nontransferability. Neither a Participant nor any other person has any right to assign, transfer,  attach, or hypothecate any benefits or payments under the Plan. Payments held by the Company  before distribution shall not be liable for the debts, contracts, or obligations of any Participant or  any other person, or be taken in execution by attachment or garnishment, or by any other legal or  equitable proceeding  9.3. Withholding. The Company has the right to deduct any sums which federal, state, or local tax  law requires to be withheld with respect to the payment of any Award.  9.4. Plan Unfunded. All payments to be made hereunder shall be paid from the general funds of  the Company and no special or separate fund shall be established and no segregation of assets shall  be made to assure payment of such amounts. A Participant’s right to payment under the Plan is  that of an unsecured general creditor of the Company. The Plan is not subject to the Employee  Retirement Income Security Act of 1974, as amended from time to time.  9.5. Severability. If any provision of the Plan or any Award is or becomes or is deemed to be  invalid, illegal, or unenforceable in any jurisdiction, or as to any Participant or Award, or would  disqualify the Plan or any Award under any law deemed applicable by the Committee, such  provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be  so construed or deemed amended without, in the determination of the Committee, materially  altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction,  Participant, or Award, and the remainder of the Plan and any such Award shall remain in full force  and effect.  9.6. Choice of Law. The Plan shall be interpreted under the laws of the State of Oregon  notwithstanding any conflict of law principles. Venue for all claims and actions related to or arising  under the Plan shall be exclusively in the courts of the State of Oregon.  9.7. Code Section 409A. The Plan as well as payments under the Plan are intended to be exempt  from or, to the extent subject thereto, to comply with, Section 409A and, accordingly, to the  maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding  anything contained in the Plan to the contrary, to the extent required to avoid accelerated taxation  and/or tax penalties under Section 409A, a Participant shall not be considered to have terminated  employment or service with the Company or an Affiliate for purposes of the Plan until the  Participant would be considered to have incurred a “separation from service” from the Company  and its affiliates within the meaning of Section 409A. Any payments described in the Plan that are  due within the “short term deferral period” as defined in Section 409A shall not be treated as  deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the  





 






9    contrary in the Plan, to the extent that any Awards (or any other amounts payable under any plan,  program or arrangement of the Company or any of its Affiliates) are payable upon a separation  from service and such payment would result in the imposition of any individual tax and penalty  interest charges imposed under Section 409A, the settlement and payment of such awards (or other  amounts) shall instead be made on the first business day after the date that is six months following  such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided  under the Plan shall be construed as a separate identified payment for purposes of Section 409A.   The Company makes no representation that any or all of the payments or benefits described in the  Plan will be exempt from or comply with Section 409A and makes no undertaking to preclude  Section 409A from applying to any such payment. Each Participant shall be solely responsible for  the payment of any taxes and penalties incurred under Section 409A.  9.8. Recoupment Policy. Notwithstanding any other provisions in this Plan, any Award which is  subject to recovery under any law, government regulation, stock exchange listing requirement or  Company policy, including without limitation the Company’s Incentive Clawback and  Cancellation Policy will be subject to such deductions and clawback as may be required to be made  pursuant to such law, government regulation, stock exchange listing requirement or policy adopted  by the Company pursuant to any such law, government regulation, stock exchange listing  requirement or otherwise.  SECTION 10  Amendment, Suspension, or Termination of Plan  The Committee may amend, suspend, or terminate the Plan at any time. In addition, the Committee  may amend, suspend, or terminate any or all unpaid Awards under the Plan upon a finding of  current or threatened financial hardship for the Company, which shall be final and binding upon  all Participants.  SECTION 11  Effective Date  This Plan, as amended and restated, is effective July 27, 2021.  Executed as of the 27th day of July, 2021.  PORTLAND GENERAL ELECTRIC COMPANY    By:   /S/ Anne Mersereau      Name:    Anne Mersereau  Title:       Vice President, Human Resources, Diversity, Equity & Inclusion