Exhibit 10.1


 


AGREEMENT AND GENERAL RELEASE


 


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


 


1.             Last
Day of Employment. 
Odell’s last day of employment with Cascade
will be July 31, 2005.


 


2.             Eligibility
Requirements. 
In order to be eligible to participate in the Cascade Natural Gas
Corporation Officer Severance Pay Plan attached hereto as Exhibit “A” (“Officer
Severance Pay Plan” or the “Plan”), the following eligibility requirements must
be met.  The selected person:


 


2(a).        must
be an officer selected by the Board of Directors of the Company for
participation in the Plan in connection with any force reduction or other
designated severance;


 


2(b).        must
be terminated due to elimination of position or reduction in workforce that is
specifically designated as a “Workforce Reduction” by the Company as that term
is defined by Section 3.01-2 of the Plan; and


 


2(c).        must
not be disqualified from receiving benefits pursuant to Section 3.01-3 of the
Plan.


 


3.             Consideration.  In consideration for Odell’s signing this
original Agreement and General Release and complying with all of the promises
made herein that pertain to him, Cascade
agrees to provide the following payments and other benefits to Odell after receiving the original of this
fully-executed Agreement and General Release and the original letter from Odell in the form attached hereto as Exhibit “A”
and within the time period specified in Paragraph 13 below.  Odell
acknowledges that he would not otherwise receive this consideration but for
signing this Agreement and General Release and fulfilling all of the promises
made herein that pertain to him.


 


3(a).        On
or about the fifth business day following the later of Cascade’s receipt of
this Agreement and General Release and Cascade’s receipt of the letter from
Odell in the form attached hereto as Exhibit “B,” both signed and dated by
Odell, Cascade shall pay Odell the sum of One
Hundred Ninety-Three Thousand Six Hundred Seventy Dollars ($193,670.00), less lawful deductions, which
represents one year’s (52 weeks) base salary.


 


3(b).        At
the same time as the payment referenced in Paragraph 3(a), Cascade will pay to
Odell One Thousand Dollars ($1,000.00), less lawful deductions, as
consideration for the non-compete provisions in Paragraph 5 of this Agreement
and General Release.  Odell acknowledges
that the $1,000 is sufficient consideration for the non-compete provisions of
Paragraph 5, and that he would not receive this additional payment except for
his agreement to comply with those provisions.


 


	
  AGREEMENT
  AND

  GENERAL RELEASE

  	
   

  	
  Odell’s initials           

  



 


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3(c).        Cascade will provide Odell with outplacement
support, at a cost of up to 15% of Odell’s annual base pay, through the
Brighton Group.  The Brighton Group will
provide Odell with consultation, training, coaching, and administrative support
and services to assist him in transitioning to a new career or job.


 


4.             General
Release of Claims.  Odell 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 and agents thereof, both individually and in their
official capacities, the employee benefit plans for Cascade, and the plan fiduciaries and plan administrators thereof
(whether internal or external), (collectively referred to herein as “Releasees”),
of and from any and all claims, known and unknown, asserted and unasserted, Odell has
or may have against Releasees as of the date of the complete 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 (“ERISA”);


•                  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;


•                  The
Occupational Safety and Health Act, as amended;


•                  The
Sarbanes-Oxley Act of 2002, as amended;


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


•                  The
Equal Pay Act, as amended, to the extent permitted by law;


•                  The
National Labor Relations Act, as amended;


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


•                  The
Older Workers Benefit Protection Act, to the extent permitted by law;


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


•                  The
Rehabilitation Act of 1973, as amended;


•                  The
Fair Credit Reporting Act, as amended;


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


•                  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
statute, common law, agreement or other basis for alleging failure to pay
wages, bonuses, or commissions, including any basis for recovering 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
Collective Bargaining Agreement;


 


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•                  Any
statute, common law, agreement or other basis for alleging negligent
misrepresentation, intentional misrepresentation or fraud;


•                  Any
statute, common law, agreement or other basis for alleging intentional injury,
intentional infliction of emotional distress, negligence, negligent infliction
of emotional distress, negligent hiring, supervision or retention, or
defamation;


•                  Any
statute, common law, agreement or other basis for alleging disparate impact on
any grounds;


•                  Any
statute, common law, agreement or other basis for alleging for discrimination,
harassment, failure to accommodate or retaliation;


•                  Any
public policy, contract, tort, or common law, including but not limited to any
statute, common law, agreement or other basis for alleging wrongful termination
in violation of public policy, wrongful termination for any reason, or
constructive discharge;


•                  Any
statute, common law, agreement or other basis for alleging breach of any term
or condition of an employee handbook or policy manual, including breach of any
promise of specific treatment in specific circumstances;


•                  Any
statute, common law, agreement or other basis for alleging breach of contract,
including but not limited to any employment contract;


•                  Any
statute, common law, agreement or other basis for alleging violation of any
legal or equitable duty of good faith and fair dealing;


•                  Any
other federal, state, local or other civil rights, human rights, pension,
employee benefits, labor, employment or other law, rule, regulation,
constitution, code, guideline or ordinance; or


•                  Any
statute, common law, agreement or other basis for recovering costs, fees, or
other expenses, including attorneys’ fees incurred in any matter covered by
this Agreement and General Release.


 


Notwithstanding
the foregoing, the release set forth in this section shall not apply to any
vested benefits accrued by Odell 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.


 


5.             Non-Compete
and Confidentiality.  Odell agrees that for one year after August
1, 2005, he will not, without the express written prior consent of Cascade:


 


5(a).        divulge
or use confidential business information about Cascade for his own benefit or
for the benefit of any other person, firm, business, corporation or entity,
except Cascade;


 


5(b).        directly
or indirectly solicit sales or orders from or to (i) any business or person who
was a customer of Cascade at any time during the last two years of Odell’s
employment, or (ii) any businesses or persons identified as current sales
prospects of Cascade at the time of Odell’s termination, where such
solicitations or orders are for any types of products or services provided or
marketed by Cascade; or


 


3





















 


5(c).        personally
or on behalf of any other person, business,
corporation, or entity, directly or indirectly, make any effort to induce any
employee of Cascade to leave his or her employment with Cascade.


 


Odell further
agrees that on or before July 31, 2005, he shall return to Cascade all
originals and copies of records, reports, documents, lists, memoranda, notes,
and other documentation related to the business of Cascade within his
possession or control.


 


6.             Indemnity.  In the event of any claims against Odell
that may arise out of his employment, Cascade will in good faith, defend,
indemnify and hold harmless Odell in the same manner and to the same extent
that it would any officer then in the employ of Cascade and only to that
extent.


 


7.             Non-Disparagement Obligation.  Odell shall not defame, disparage or demean Cascade or any director, officer, employee or
agent of Cascade in any manner whatsoever. 
This paragraph shall not preclude Odell from: (1) communicating or
otherwise cooperating with any appropriate federal, state or local government
agency; or (2) responding truthfully to inquiries made in connection with any
legal or governmental proceeding pursuant to a lawfully-issued subpoena, court
order or other compulsory legal process. 
As a material portion of this Agreement and General Release, Odell 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.  Odell 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 Odell was
involved during his tenure as an employee, Odell
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.


 


8.             Affirmations.


 


8(a).        Odell 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.


 


8(b).        Odell further affirms
that he has been paid and/or has received all compensation, wages, vacation
pay, bonuses, commissions, and/or benefits to which he may currently be
entitled from Cascade, and that no other compensation, wages, vacation pay,
bonuses, commissions and/or benefits are currently due to him from Cascade,
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.


 


8(c).        Odell furthermore affirms that he has no known
workplace injuries or occupational diseases and has
been provided and/or has not been denied
any leave for which he was eligible under any federal, state, local or other
family/medical or disability leave law, including but not limited to any leave
for which he was eligible under the Family and Medical Leave Act.


 


4





















 


8(d).        Odell further affirms that the amounts in Paragraph 3 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.


 


8(e).        Odell further affirms that Cascade has provided him with
information in writing available to Cascade as of the date this Agreement and
General Release is tendered to Odell, that: (i) describes the group of individuals
who are eligible for offers of consideration similar to what Odell is being
offered through this Agreement and General Release as part of Cascade’s current
Workforce Reduction; (ii) lists the job titles and ages of all individuals who
have received similar offers of consideration in Cascade’s current Workforce
Reduction; and (iii) lists the job titles and ages of all individuals in the
same job classification or organizational unit as Odell who have not been
selected for such offers.


 


9.             Applicable
Data.  Attached as Exhibit “C” is a list of the job
titles and ages of all individuals who have been designated as participants in
the current Workforce Reduction covered by the Cascade Natural Gas Corporation
Officer Severance Pay Plan to date. 
Attached as Exhibit “D” is a list of the job titles and ages of all
officers of Cascade Natural Gas Corporation who have not been designated as
participants in the current Workforce Reduction covered by the Cascade Natural
Gas Corporation Officer Severance Pay Plan to date.


 


10.          Nonadmission of Wrongdoing.  The parties agree that neither this Agreement
and General Release nor the furnishing of the consideration for this Agreement
and General Release shall be deemed or construed at any time for any purpose as
an admission by Releasees of any liability or unlawful conduct of any kind.


 


11.          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 provisions.  In the event Odell
or Cascade breaches any provision of this
Agreement and General Release, Odell 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.


 


12.          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.


 


13.          Revocation.  Odell 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 must 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 Mr. Rosok, or mailed and postmarked within seven
calendar days after Odell’s execution of this Agreement and General Release,
addressed to:


 


5





















 


Mr. Larry Rosok


222
Fairview Avenue


Seattle,
WA  98109


 


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.  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 “B,” dated and signed no sooner than eight days after Odell dates and signs this Agreement and
General Release, is received by Larry Rosok.


 


14.          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 Odell.  Odell 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 and the Officer Severance Pay Plan.


 


15.          Counterparts and Facsimile
Signatures.  This Agreement and General Release may be
executed in counterparts, and, as executed, shall constitute one
agreement.  A facsimile signature shall
be considered the same as the original, provided that the original signature
page is delivered to the other party within ten days.


 


ODELL IS HEREBY ADVISED THAT HE HAS AT LEAST FORTY-FIVE CALENDAR DAYS TO CONSIDER THIS AGREEMENT
AND GENERAL RELEASE.  ODELL IS FURTHER ADVISED
TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT AND GENERAL
RELEASE.


 


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


 


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HAVING HAD
THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOOSING, AND HAVING ELECTED
TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES HEREIN
THAT PERTAIN TO HIM AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH “3” ABOVE, ODELL
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, Odell hereto
knowingly and voluntarily executes this Agreement and General Release as of the
date set forth below:


 


	
   

  	
   

  	
  Dated:

  	
   

  	
   

  
	
  William H. Odell

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
   

  	
   

  
	
  Larry Rosok

  	
   

  
	
  For Cascade Natural Gas Corporation

  	
   

  
						



 


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EXHIBIT A


 


 


CASCADE NATURAL GAS CORPORATION


OFFICER SEVERANCE PAY PLAN


 


 


October 1, 2004


 


 


Cascade Natural Gas Corporation


a Washington corporation


222 Fairview Avenue North


	
  Seattle, Washington 98109

  	
   

  	
  Company

  



 





















 


TABLE
OF CONTENTS


 


	
  ARTICLE 1

  	
  Effective
  Date; Plan Year; ERISA

  	
   

  
	
   

  	
   

  	
   

  
	
  1.01

  	
  Effective
  Date

  	
   

  
	
  1.02

  	
  Plan Year

  	
   

  
	
  1.03

  	
  ERISA

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  Eligibility
  and Participation

  	
   

  
	
   

  	
   

  	
   

  
	
  2.01

  	
  Eligible
  Employees

  	
   

  
	
  2.02

  	
  Participation

  	
   

  
	
  2.03

  	
  Determination
  of Eligibility and Participation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  Severance
  Benefits

  	
   

  
	
   

  	
   

  	
   

  
	
  3.01

  	
  Entitlement
  to Severance Benefits

  	
   

  
	
  3.02

  	
  Severance
  Pay

  	
   

  
	
  3.03

  	
  Medical
  Insurance Benefits

  	
   

  
	
  3.04

  	
  Time and
  Manner of Payment

  	
   

  
	
  3.05

  	
  Forfeitability
  of Severance Benefits

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  Administration

  	
   

  
	
   

  	
   

  	
   

  
	
  4.01

  	
  Administrator

  	
   

  
	
  4.02

  	
  The
  Administrator’s Powers and Duties

  	
   

  
	
  4.03

  	
  Company
  Functions

  	
   

  
	
  4.04

  	
  Claims
  Procedures

  	
   

  
	
  4.05

  	
  Appeal
  Procedures

  	
   

  
	
  4.06

  	
  Indemnity
  and Bonding

  	
   

  
	
  4.07

  	
  Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  General
  Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  5.01

  	
  Enforceability
  and Exclusive Benefit

  	
   

  
	
  5.02

  	
  Amendment
  and Termination

  	
   

  
	
  5.03

  	
  Not Contract
  of Employment

  	
   

  
	
  5.04

  	
  Unfunded

  	
   

  
	
  5.05

  	
  Nonassignment

  	
   

  
	
  5.06

  	
  Applicable
  Law

  	
   

  



 


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INDEX
OF TERMS


 


	
  Term

  	
   

  	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Administrator

  	
   

  	
  4.01

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Average Annual Bonus

  	
   

  	
  3.02-1(c)

  	
   

  	
   

  
	
   

  	
   

  	
  4

  	
   

  	
   

  
	
  Company

  	
   

  	
  Preamble

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Effective Date

  	
   

  	
  1.01

  	
   

  	
  1

  
	
  Eligible Employee

  	
   

  	
  2.01-1

  	
   

  	
  2

  
	
  ERISA

  	
   

  	
  1.03-1

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Participant

  	
   

  	
  2.02

  	
   

  	
  3

  
	
  Plan Year

  	
   

  	
  1.02

  	
   

  	
  1

  
	
  Policy

  	
   

  	
  Preamble

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Regular Pay

  	
   

  	
  3.02-1(b)

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Workforce Reduction

  	
   

  	
  3.01-1

  	
   

  	
  3

  
	
  Workforce Reduction Policy

  	
   

  	
  Preamble

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Years of Credited Service

  	
   

  	
  3.02-1(a)

  	
   

  	
  4

  



 


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