EXHIBIT
10.29


 


CASCADE NATURAL GAS
CORPORATION

2000 DIRECTOR STOCK AWARD PLAN


 


ARTICLE 1.

ESTABLISHMENT AND PURPOSE


 


1.1.                            Establishment.  Effective April 24, 2000 (the
“Effective Date”), Cascade Natural Gas Corporation (“Cascade”) hereby
establishes the Cascade Natural Gas Corporation 2000 Director Stock Award Plan
(the “Plan”).


 


1.2.                            Purpose.  The purpose of the Plan is to advance the
interests of Cascade by encouraging members of Cascade’s board of directors
(the “Board”) who are not employees of Cascade or any of its subsidiaries
(“Directors”) to acquire a proprietary interest in Cascade through the grant of
stock awards.  It is anticipated that
the Plan will assist Cascade in attracting and retaining Directors.  Stock awards granted under the Plan will supplement
other compensation for Directors.


 


ARTICLE 2.

DEFINITIONS


 


2.1.                            Defined
Terms.  When used in the Plan, the
following terms shall have the meaning specified below.


 


“Award” or “Stock Award” shall mean an award of Shares
to a Director pursuant to the Plan.


 


“Board” shall mean the Board of
Directors of Cascade.


 


“Cascade” shall mean Cascade Natural
Gas Corporation, a Washington corporation.


 


“Code” shall mean the Internal Revenue
Code of 1986, as amended and in effect from time to time.  Where the context so requires, any reference
to a particular Code section shall be construed to refer to the successor
provision to such Code section.


 


“Deferral Election” shall mean a
written election by a Recipient pursuant to Article 7 to defer
distribution of Stock Awards granted to the Recipient during the period covered
by the Deferral Election.


 


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“Deferred Stock Account” shall mean an
unfunded bookkeeping account maintained by Cascade pursuant to Section 7.3
to account for Stock Awards that are subject to a Recipient’s Deferral
Election.


 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended and in effect from time to
time.  Where the context so requires,
any reference to a particular section of the Exchange Act, or to any rule
promulgated under the Exchange Act, shall be construed to refer to the
successor provisions to such section or rules.


 


“Fair Market Value.”  For all purposes of the Plan, the “Fair
Market Value” of Shares on a particular day shall be determined without regard
to any restrictions (other than a restriction which, by its terms, will never
lapse) and shall mean:


 


(a)                                  The
per-share closing sale price of Shares as reported on the New York Stock
Exchange Composite Tape or similar facility for such day;


 


(b)                                 If
Shares are not listed on the New York Stock Exchange, the per-share closing
sale price of Shares as reported for such day on the principal stock exchange
in the United States on which the Shares are listed (as determined by the
Committee); or


 


(c)                                  If
neither clause (a) nor clause (b) is applicable, the value per share determined
by the Committee in a manner consistent with Treasury Regulations under
Section 2031 of the Code.


 


If no
sale of Shares is reported for such day, but there were sales reported within a
reasonable period before and after such day, the weighted average of the means
between the highest and lowest selling prices on the nearest date before and
the nearest date after such day shall be used, with the average to be weighted
inversely by the respective number of trading days between the selling dates
and such day.


 


“Grant Date” shall mean April 24
of each year in which an Award is granted.


 


“Director” shall mean a member of the
Board who is not an employee of Cascade or any Subsidiary.


 


“Plan” shall mean this Cascade Natural
Gas Corporation 2000 Director Stock Award Plan.


 


“Plan Year” shall mean a calendar
year.


 


“Shares” shall mean the $1.00 par
value common stock of Cascade.


 


“Stock Unit” shall mean a bookkeeping
unit representing one Share credited to a Deferred Stock Account.


 


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“Subsidiary” shall mean a “subsidiary
corporation” of Cascade as defined in Section 425(f) of the Code.


 


2.2.                            Gender
and Number.  Except when otherwise
indicated by the context, any masculine or feminine terminology when used in
the Plan shall also include the opposite gender; and the definition of any term
herein in the singular shall also include the plural, and vice versa.


 


ARTICLE 3.

ELIGIBILITY


 


The persons
eligible to receive Awards under the Plan are the Directors of Cascade who are
not regular employees of Cascade or a subsidiary.


 


ARTICLE 4.

ADMINISTRATION


 


4.1.                            General.  The Plan shall be administered by the Board,
which shall have full power and authority, subject to the provisions of the
Plan, to supervise administration of the Plan and interpret the provisions of
the Plan and any Awards granted hereunder. 
Any decision by the Board shall be final and binding on all
parties.  No member of the Board shall
be liable for any determination, decision, or action made in good faith with
respect to the Plan or any Awards under the Plan.  The Board may delegate any of such responsibilities to one or
more agents and may retain advisers to advise it.  No Recipient  shall
participate in the decision of any question relating exclusively to an Award
granted to that Recipient.


 


4.2.                            Rules
and Interpretation.  The Board shall
be vested with full authority to make such rules and regulations as it deems
necessary to administer the Plan and to interpret and administer the provisions
of the Plan in a uniform manner.  Any
determination, decision or action of the Board in connection with the
construction, interpretation, administration, or application of the Plan shall
be final, conclusive, and binding on all parties.


 


4.3.                            Records.  The Board shall have overall responsibility
for keeping records and providing necessary communications to Recipients.  The records of the Board with respect to the
Plan shall be conclusive and binding on all Recipients and all persons or
entities claiming through or under them.


 


4.4.                            Expenses.  The cost of settling Awards pursuant to this
Plan and the expenses of administering the Plan shall be borne by Cascade.


 


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ARTICLE 5.

SHARES SUBJECT TO AWARDS


 


The stock subject
to Awards to be granted under this Plan shall be Shares, which may either be
authorized and unissued Shares or reacquired Shares.


 


ARTICLE 6.

STOCK AWARDS


 


6.1.                            Grant
of Stock Awards.  As of each
April 24 in 2000 and subsequent years, Cascade automatically shall grant
to each person who served as a Director during the period since the preceding
April 24 a Stock Award for 500 Shares. 
The number of Shares granted each year shall be subject to any
adjustment required or permitted pursuant to Article 8.  Each such grant shall occur automatically
during the term of this Plan without further action of the Board.


 


6.2.                            Issuance
of Shares.  As soon as practicable
after each Grant Date, a Share certificate shall be issued to each Recipient
who has received a Stock Award on such Grant Date and who has not elected to
defer receipt of such Shares as provided in Article 7.


 


ARTICLE 7.

DEFERRAL OF RECEIPT OF SHARES


 


7.1.                            Deferral
Election.  Each Recipient may elect
to defer receipt of Shares pursuant to a Stock Award by filing with the
Secretary of Cascade a Deferral Election substantially in the form of
APPENDIX A hereto which shall set forth the Director’s election to defer the
issuance of Shares represented by Stock Awards granted during the periods
specified in the Deferral Election. 
Each Deferral Election shall specify the Plan Year or Plan Years to be
covered by the Deferral Election.  Each
Deferral Election must be made by December 31 of the year preceding the
Plan Year covered by the Deferral Election except that the Deferral Election
for the first Plan Year must be made within 30 days after approval of the Plan
by the Board.


 


7.2.                            Duration
of Deferral Elections.  Each Deferral
Election shall be effective for all grants of Stock Awards on Grant Dates in
the Plan Years specified in the Deferral Election.  A Deferral Election may be revoked or amended by written notice
filed with the Secretary of Cascade in substantially the form of
APPENDIX B hereto.  Any such
revocation shall be effective for all grants of Stock Awards on Grant Dates in
Plan Years beginning after the date of such revocation.  Following any such revocation, a Director
may subsequently make a new Deferral Election in accordance with the provisions
of this Article 7.  Any such new
election shall be effective for all Stock Awards on Grant Dates in Plan Years
specified in the new Deferral Election beginning after the date of such new
election.


 


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7.3.                            Deferred
Stock Accounts.  For each Recipient
for whom one or more Stock Awards are deferred pursuant to this Article 7,
Cascade shall maintain an unfunded Deferred Stock Account as follows:


 


7.3.1                     Each Deferred Stock Account shall
be credited with a number of Stock Units equal to the number of Shares that are
from time to time deferred.


 


7.3.2                     Whenever cash dividends are
declared on Shares, a dividend equivalent shall be computed with respect to
each Deferred Stock Account.  The amount
of the dividend equivalent shall be the product of (a) the number of Stock
Units in the Deferred Stock Account on the record date of the dividend and
(b) the per-share dividend amount. 
The dividend equivalent so computed shall be deemed reinvested in
additional shares by crediting to the Deferred Stock Account, effective on the
payment date of the cash dividend, a number of Stock Units (with fractions
computed to three decimals) obtained by dividing the amount of the dividend
equivalent by the Fair Market Value for Shares on the dividend payment
date.  Dividend equivalents shall be
credited and deemed invested under this 7.3.2 until Shares representing all
Stock Units credited to the Deferred Stock Account have been issued to the
Recipient or his or her estate.


 


7.3.3                     The Deferred Stock Account shall
be debited by a number of Stock Units equal to the number of any Shares
distributed to the Recipient pursuant to Sections 7.4 and 7.5.


 


7.3.4                     The number of Stock Units credited
to a Deferred Stock Account shall be subject to any adjustment required or
permitted pursuant to Article 8.


 


7.4.                            Issuance
of Deferred Shares.  Each
Recipient’s Deferral Election shall specify that a number of Shares equal to
the number of Stock Units credited to the Recipient’s Deferred Stock Account
shall be issued to the Recipient:


 


(a)                                  In
a single distribution as soon as practicable after the end of the calendar year
in which the Recipient ceases to be a Director of Cascade; or


 


(b)                                 In
a series of substantially equal annual distributions over a period of not to
exceed ten years beginning as soon as practicable after the end of the calendar
year in which the Recipient ceases to be a Director of Cascade, until all
Shares covered by the Deferred Stock Account have been distributed.


 


Each
election by a Recipient as to the method of issuance of Shares from a Deferred
Stock Account shall be irrevocable as to Stock Awards deferred while such
election is in effect.  A Recipient can
amend such election, but only as to Stock Awards granted during Plan Years
covered by the amended Deferral Election.


 


7.5.                            Death
of Recipient.  In the event a
Recipient dies prior to issuance of all Shares that have been credited to such
Recipient’s Deferred Stock Account, the remaining number of Shares in the
deferred Stock Account shall be issued to the estate of the Recipient as soon
as practicable following the end of the calendar year in which such death
occurs.


 


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7.6.                            Fractional
Shares.  No fractional Shares shall
be issued under the Plan.  In the event
that at the time of final distribution from a Recipient’s Deferred Stock
Account there is a fractional Stock Unit credited to such account, Cascade
shall make a cash payment in lieu of such fractional Stock Unit to the
Recipient based on the Fair Market Value of Shares on the business day
immediately prior to such distribution date.


 


7.7.                            Rights
as Shareholder.  Except as otherwise
expressly provided in this Agreement, a Recipient shall have no voting or other
rights as a shareholder of Cascade on account of Stock Units credited to the
Recipient’s Deferred Stock Account until stock certificates representing Shares
have been distributed to the Recipient.


 


ARTICLE 8.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION


 


In the event of a
recapitalization, stock split, stock dividend, combination of exchange of
Shares, merger, consolidation, reorganization or liquidation, or any other
change in the corporate structure or Shares of Cascade, the Board shall make
such proportionate adjustments in the number and kind of Shares for which
Awards may be granted under the Plan and, with respect to Stock Units credited
to Deferred Stock Accounts, in the number and kind of Shares covered thereby,
as the Board in its sole discretion may deem appropriate to give effect to such
change in capitalization.


 


ARTICLE 9.

DURATION, AMENDMENT AND TERMINATION


 


9.1.                            Duration.  The Plan shall become effective on the
Effective Date and shall continue until terminated by the Board.


 


9.2.                            Termination
and Amendment of the Plan.  The
Board may terminate the Plan at any time, provided, however, that any such
termination shall not affect any Awards previously granted under the Plan
(including Shares issuable with respect to Stock Units previously credited to
Deferred Stock Accounts).  The Board may
also make such modifications of the Plan as it shall deem advisable.


 


ARTICLE 10.

MISCELLANEOUS


 


10.1.                     Board
Membership.  Nothing in the Plan or
in any Award granted pursuant to the Plan shall confer upon any Recipient any
right to continue as a Director of Cascade or to interfere in any way with the
right of the shareholders of Cascade to remove a Director at any time.


 


10.2.                     Rights
Nontransferable.  The rights of a
Director under the Plan, including the rights of a Recipient with respect to
such Recipient’s Deferred Stock Account, may not be transferred, assigned,
pledged, or hypothecated by the Director during his or her lifetime, whether by
operation of law or otherwise, or be made subject


 


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to execution, attachment, or similar process, and any attempt to do so
shall be void and of no effect.


 


10.3.                     Tax
Reimbursement.  Cascade shall have
the right, in connection with the grant of any Award on the issuance of Shares
from a Deferred Stock Account, to require the Recipient to pay to Cascade an
amount sufficient to provide for any withholding tax liability imposed with
respect to such exercise.


 


10.4.                     Securities
Laws.  Cascade shall not be required
to distribute any Shares pursuant to the Plan until it shall have taken any
action required to comply with the provisions of the Securities Act of 1933 or
any other then applicable securities laws.


 


10.5.                     Applicable
Law.  To the extent that federal
laws (such as the Code and the federal securities laws) do not otherwise
control, the Plan shall be governed and construed in all respects in accordance
with Washington law.


 


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APPENDIX A

DEFERRAL ELECTION

Under The

CASCADE NATURAL GAS CORPORATION

2000 DIRECTOR STOCK AWARD PLAN


 


1.                                      Agreement
to be Bound by the Plan.  I have
received a copy of the Cascade Natural Gas Corporation 2000 Stock Award Plan
(the “Plan”), and I agree to be bound by the terms and conditions of the Plan.


 


2.                                      Deferral
Election.  I elect to have
distribution of all Stock Awards granted to me under the Plan during the Plan
Years specified below deferred pursuant to Article 7 of the Plan.


 


3.                                      Plan
Years Covered.  The foregoing
election to defer distribution of Stock Awards shall be effective for:


 


[   ]                               Calendar
Year 20      only.


 


[   ]                               Calendar
Year 20      and subsequent calendar years until I
amend or terminate this election.


 


4.                                      Distribution.  I elect to have all Stock Units credited to
my Deferred Stock Account under the Plan during the years covered by the
foregoing election distributed to me:


 


[   ]                               In
a single distribution as soon as practicable following the calendar year in
which I cease to be a Director of Cascade.


 


[   ]                               In
a series of                *
substantially equal annual distributions commencing as soon as practicable
following the calendar year in which I cease to be a Director of Cascade.


 












*                                         Specify
a whole number of years from 2 to 10.


 


	
   

  	
  Dated

  	
                             ,
  20        .

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Director

  



 


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Consent
of Spouse


 


I hereby
acknowledge that I am the spouse of the Director above and that I consent
and agree to the terms and conditions of the Plan and the elections set forth
above.


 


	
  Dated

  	
                          ,
  20      .

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Spouse

  
	
   

  	
   

  
	
   

  	
   

  
	
  Receipt
  Acknowledged and Approved

  	
   

  
	
   

  	
   

  
	
  CASCADE
  NATURAL GAS CORPORATION

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  	
   

  
								



 


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APPENDIX B

AMENDMENT OR TERMINATION OF DEFERRAL ELECTION

Under The

CASCADE NATURAL GAS CORPORATION

2000 DIRECTOR STOCK AWARD PLAN


 


[   ]                               Termination of Deferral
Election


 


I hereby terminate
my Deferral Election under the Cascade Natural Gas Corporation 2000 Director
Stock Award Plan (the “Plan”) for the calendar year beginning January 1,
20     , and for subsequent calendar years unless I
made a new Deferral Election.  I
understand that Stock Units previously deferred under the Plan remain subject
to the terms of the Plan and my Deferral Election.


 


[   ]                               Amendment
of Deferral Election


 


I hereby amend my
Deferral Election under the Plan in accordance with the new Deferral Election
attached hereto.  This amended Deferral
Election shall be effective for the periods specified thereon.


 


	
  Dated

  	
                                     ,
  20     .

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Director

  



 


Consent
of Spouse


 


I hereby
acknowledge that I am the spouse of the Director above and that I consent
and agree to the action taken above.


 


	
  Dated

  	
                                     ,
  20     .

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Spouse

  



 


Receipt
Acknowledged and Approved


 


CASCADE
NATURAL GAS CORPORATION


 


	
  By 

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  
					



 


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