Exhibit 10.2


 


RETIREMENT AGREEMENT AND
GENERAL RELEASE


 


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


 


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


 


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


 


Cascade shall pay Matsuyama the sum of Fifty Thousand
Dollars ($50,000) on or about April 30, 2005, and Two Hundred Fifty
Thousand Dollars ($250,000) on or about April 30, 2006, less lawful
deductions.  Matsuyama agrees that said
payments are 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.


 


3.                                      General Release of Claims.  Matsuyama 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, Matsuyama has
or may have against Releasees as of the date of execution of this Retirement
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;


•                  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.;


 


	
  Matsuyama’s
  initials 

  	
   

  



 


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•                  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 Matsuyama 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
Matsuyama that may arise out of his employment, Cascade will in good faith,
defend, indemnify and hold harmless Matsuyama 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.


 


5.                                      Non-Disparagement Obligation.  Matsuyamashall 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


 


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Matsuyama 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 Retirement Agreement
and General Release, Matsuyama agrees that he will not appear as a witness in
any matter adverse to Cascade except under subpoena and for a period of one
year following Matsuyama’s last date of employment not provide any consultative
services that are adverse to Cascade in any way.  Matsuyama 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 Matsuyama was involved during
his tenure as an employee, Matsuyama 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).                        Matsuyama 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).                        Matsuyama 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, (3) for
post-retirement medical benefits for which he qualifies, and (4) as
provided in this Retirement Agreement and General Release.


 


6(c).        Matsuyama
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).                        Matsuyama 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 amounts in Paragraph “2” is taxable, Matsuyamaagrees 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 Matsuyama. 
Cascade will issue an IRS W-


2 Form to Matsuyama for both
payments.


 


8.                                      Governing Law and
Interpretation.  This Retirement 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 Matsuyama
or Cascade breaches any provision of this
Retirement Agreement and General Release, Matsuyama
and Cascade affirm that either may
institute an action to specifically enforce any term or terms of this
Retirement Agreement and General Release. 
Should any provision of this Retirement Agreement and General Release be
declared illegal or unenforceable by any court of competent


 


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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 Retirement Agreement and General Release in
full force and effect.


 


9.                                      Amendment.  This
Retirement 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 Retirement Agreement and General Release.


 


10.                               Revocation.  Matsuyama may revoke this Retirement Agreement
and General Release for a period of seven calendar days following the day he executes this Retirement Agreement and General
Release.  Any revocation within this
period must be submitted, in writing, to LarryRosok and state, “I hereby revoke my
acceptance of our Retirement 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 Retirement Agreement
and General Release to:


 


Mr. Larry Rosok


Cascade
Natural Gas Corporation


222
Fairview Avenue


Seattle,
WA  98109


 


This Retirement
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 W. Brian Matsuyama dates and signs this Retirement 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
Retirement Agreement and General Release sets forth
the entire agreement between the parties hereto, and fully supersedes any prior
obligations of Releasees to Matsuyama.  However, the Cascade Non-Competition
Agreement dated June 2, 1997, previously signed by Matsuyama shall survive this Retirement Agreement and General
Release and continue in full force and effect. 
Matsuyama 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 Retirement Agreement and General
Release, except for those set forth in this Retirement Agreement and General
Release.


 


12.                               Counterparts and Facsimile
Signatures.  This Retirement 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 within ten days.


 


MATSUYAMA HAS BEEN ADVISED THAT HE HAS AT
LEAST SEVEN CALENDAR DAYS TO CONSIDER THIS RETIREMENT AGREEMENT AND GENERAL
RELEASE AND HEREBY IS ADVISED IN WRITING TO CONSULT WITH AN


 


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ATTORNEY
PRIOR TO EXECUTION OF THIS RETIREMENT AGREEMENT AND GENERAL RELEASE.


 


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


 


HAVING HAD
THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY, AND HAVING ELECTED TO EXECUTE THIS
RETIREMENT AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES AND TO
RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH “2” ABOVE, MATSUYAMA 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, Matsuyama
hereto knowingly and voluntarily executes this Retirement Agreement and General
Release as of the date set forth below:


 


 


	
  /s/ W. Brian
  Matsuyama

  	
   

  	
  Dated:

  	
  March 3, 2005

  	
   

  
	
  W. Brian Matsuyama

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Larry L. Pinnt

  	
   

  	
  Dated:

  	
  March 3, 2005

  	
   

  
	
  Larry
  L. Pinnt, Chairman of the Board

  For Cascade Natural Gas Corporation

  	
   

  



 


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EXHIBIT A


 


Mr. Larry Rosok


Cascade Natural Gas Corporation


222 Fairview Avenue


Seattle, WA 
98109


 


Re:                               Retirement
Agreement and General Release


 


Dear Mr. Rosok:


 


On                 
(date), I executed a Retirement 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 Retirement Agreement and General Release.


 


More than seven calendar days have elapsed
since I executed the above-mentioned
Retirement Agreement and General Release. 
I have at no time revoked my acceptance or execution of that Retirement
Agreement and General Release and hereby reaffirm my acceptance of that Retirement Agreement and General
Release.  Therefore, in accordance with
the terms of the Retirement 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,


 


 


W. Brian Matsuyama


 


 


NOTICE:  Per paragraph 10 of the Release, DO NOT SIGN
THIS LETTER, until eight days after you have signed the Retirement Agreement
and General Release