Form of Restricted Stock Bonus Agreement


 Exhibit 10.3 
  
 FORM OF RESTRICTED STOCK BONUS AGREEMENT 
  
 This Agreement is entered into as of             , 2004,
between Northwest Natural Gas Company, an Oregon corporation (the “Company”), and              (“Recipient”). 
  
 The Company has awarded a restricted stock bonus to Recipient pursuant to
Section 6 of the Company’s Long Term Incentive Plan (the “Plan”) and Recipient desires to accept the award subject to the terms and conditions of this Agreement. 
  
 NOW, THEREFORE, the parties agree as follows: 
  
 1. Award of Restricted Stock Bonus. Subject to the terms and conditions of this Agreement, the Company hereby grants
to Recipient              shares of Common Stock of the Company (the “Restricted Shares”). The Restricted Shares are subject to forfeiture to the Company as set forth in
Section 3. 
  
 2. Shares Purchased on Open Market; Stock
Certificate. 
  
 2.1 As soon as practicable after execution
of this Agreement by the Company and Recipient, the Company shall pay to a securities broker or other third party an amount equal to the market price of the Restricted Shares, with instructions to purchase the Restricted Shares on the open market in
Recipient’s name and to deliver the certificates in Recipient’s name representing the Restricted Shares to the Company to hold pursuant to Section 2.2. 
  
 2.2 To secure the rights of the Company under Sections 3 and 5, the Company will retain the certificate or certificates
representing the Restricted Shares. Upon any forfeiture of Restricted Shares covered by this Agreement, the Company shall have the right to cancel such Restricted Shares in accordance with this Agreement without any further action by Recipient.
After Restricted Shares have vested and all required withholding has been paid to the Company in connection with such vesting, the Company shall deliver a certificate for the vested Restricted Shares to Recipient (unless Recipient shall have made a
deferral election as provided for in Section 5.3). 
  
 3.
Vesting; Forfeiture Restriction. 
  
 3.1 All of the
Restricted Shares shall initially be unvested. The Restricted Shares shall vest in accordance with the following schedule: 
  
 [VESTING SCHEDULE] 
  
 In addition, all Restricted Shares shall immediately vest if (a) Recipient’s employment by the Company is terminated because of death or physical disability (within
the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986 (the “Code”)), or (b) a Change in Control (as defined below) shall occur. 






 3.2 If Recipient ceases to be employed by the Company for any reason or for no reason, with or without
cause, other than death or physical disability (within the meaning of Section 22(e)(3) of the Code), any unvested Restricted Shares shall be forfeited to the Company. 
  
 3.3 For purposes of this Agreement, a “Change in Control” of the Company shall mean the occurrence of any of the
following events: 
  
 (a) The approval by the shareholders of
the Company of: 
  
 (1) any consolidation, merger or plan of
share exchange involving the Company (a “Merger”) in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock of the Company (“Company Shares”) would be converted into cash,
securities or other property, other than a Merger involving Company Shares in which the holders of Company Shares immediately prior to the Merger have the same proportionate ownership of common stock of the surviving corporation immediately after
the Merger; 
  
 (2) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company; or 
  
 (3) the adoption of any plan or proposal for the liquidation or dissolution of the Company; 
  
 (b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the
Company’s Board of Directors (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected
during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or 
  
 (c) Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than the Company or any employee benefit plan
sponsored by the Company) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934), directly or indirectly, of securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) representing twenty percent (20%) or more of the combined voting
power of the then outstanding Voting Securities. 
  
 4.
Restriction on Transfer. Recipient shall not sell, assign, pledge, or in any manner transfer unvested Restricted Shares, or any right or interest in unvested Restricted Shares, whether voluntarily or by operation of law, or by gift, bequest
or otherwise. Any sale or transfer, or purported sale or transfer, of unvested Restricted Shares, or any right or interest in unvested Restricted Shares, in violation of this Section 4 shall be null and void. 
  

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 5. Tax Withholding; Deferral Election. 
  
 5.1 Except as otherwise provided in Section 5.2 or 5.3, Recipient
acknowledges that, on the date (the “Vesting Date”) any portion of the Restricted Shares vests, the Value (as defined below) on that date of such vested Restricted Shares will be treated as ordinary compensation income for federal and
state income and FICA tax purposes, and that the Company will be required to withhold taxes on this income amount. To satisfy the required withholding amount, Recipient shall surrender to the Company the number of vested Restricted Shares having a
Value equal to the required withholding amount, and the Company shall have the right to cancel such number of vested Restricted Shares without any further action by Recipient before delivering the balance of the vested Restricted Shares to Recipient
in accordance with Section 2.2. For purposes of this Section 5, the “Value” of a Restricted Share shall be equal to the closing market price for Company Common Stock on the last trading day preceding the Vesting Date. Notwithstanding the
foregoing, Recipient may elect not to have Restricted Shares withheld to cover taxes by giving notice to the Company in writing prior to the Vesting Date, in which case no certificates for vested Restricted Shares shall be delivered to Recipient
until Recipient shall have paid to the Company in cash any required tax withholding. 
  
 5.2 If Recipient timely files an election under Section 83(b) of the Code with respect to the Restricted Shares, Recipient acknowledges that the Value of the Restricted Shares as of the date of this Agreement will be
treated as ordinary compensation income for federal and state income and FICA tax purposes, and that the Company will be required to withhold taxes on this income amount. Promptly following Recipient’s filing of a timely election under Section
83(b) of the Code, the Company will notify Recipient of the required withholding amount. Within 10 days of such notice, Recipient shall pay to the Company the required withholding amount in cash or, at the election of Recipient, by surrendering to
the Company for cancellation other fully vested Company Shares valued at the closing market price for Company Common Stock on the last trading day preceding the date of Recipient’s election to surrender such shares. 
  
 5.3 If Recipient makes a valid election to defer receipt of vested Restricted
Shares pursuant to the terms of the Company’s Executive Deferred Compensation Plan (as such plan may be amended to permit such elections), any vested Restricted Shares covered by such election shall be delivered to the trustee of the
Company’s Umbrella TrustTM For Executives
promptly following vesting and withholding of taxes shall be governed by the terms of the Executive Deferred Compensation Plan. 
  
 6. Rights as Shareholder; Dividends. Upon the execution and delivery of this Agreement and the purchase of the Restricted Shares in the market as
provided in Section 2.1, the award of the Restricted Shares shall be completed and, except as limited by this Agreement, Recipient shall be the owner of the Restricted Shares with all rights of a shareholder, including the right to vote the
Restricted Shares and to receive dividends payable with respect to the Restricted Shares. Until the Restricted Shares become vested, the Restricted Shares will not be treated as issued shares for tax purposes and dividends paid to Recipient with
respect to unvested Restricted Shares will be treated for federal and state income and FICA tax purposes as ordinary compensation income subject to applicable withholding. 
  

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 7. Additional Company Shares. If, prior to vesting of Restricted Shares, the outstanding Common
Stock is increased as a result of a stock dividend or stock split, the restrictions and other provisions of this Agreement shall apply to any such additional shares of Common Stock which are issued in respect of the Restricted Shares to the same
extent as such restrictions and other provisions apply to the Restricted Shares. 
  
 8. Restrictive Legends. Stock certificates for shares granted under this Agreement may bear the following legends: 
  
 The shares represented by this certificate are subject to a Restricted Stock Bonus Agreement between the registered owner and Northwest Natural Gas
Company which restricts the transferability of the shares. A copy of the agreement is on file with the Secretary of Northwest Natural Gas Company. 
  
 9. No Right to Employment. Nothing contained in this Agreement shall confer upon Recipient any right to be employed by the Company or to continue
to provide services to the Company or to interfere in any way with the right of the Company to terminate Recipient’s services at any time for any reason, with or without cause. 
  
 10. Miscellaneous. 
  
 10.1 Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subjects hereof and may be
amended only by written agreement between the Company and Recipient. 
  
 10.2 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed sufficient when delivered personally to the party to whom it is addressed or when deposited into the United States Mail as
registered or certified mail, return receipt requested, postage prepaid, addressed to the Company, Attention: Corporate Secretary, at its principal executive offices or to Recipient at the address of Recipient in the Company’s records, or at
such other address as such party may designate by ten (10) days’ advance written notice to the other party. 
  
 10.3 Assignment; Rights and Benefits. Recipient shall not assign this Agreement or any rights hereunder to any other party or parties without the
prior written consent of the Company. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company’s successors and assigns and, subject to the foregoing restriction on assignment, be binding upon
Recipient’s heirs, executors, administrators, successors and assigns. 
  
 10.4 Further Action. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. 
  
 10.5 Applicable Law; Attorneys’ Fees. The terms and conditions of
this Agreement shall be governed by the laws of the State of Oregon. In the event either party institutes litigation hereunder, the prevailing party shall be entitled to reasonable attorneys’ fees to be set by the trial court and, upon any
appeal, the appellate court. 
  

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 10.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original. 
  
 IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the day and year first above written. 
  

			
	NORTHWEST NATURAL GAS COMPANY
		
	By	 	  


	Title	 	  


	
	RECIPIENT
	
	



  

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