86
Exhibit 24
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports included in this Form 10-K, into Portland General Corporation's
previously filed Registration Statement No. 33-25466 on Form S-3,
Registration Statement No.33-27462 on Form S-8, Registration Statement
No. 33-31441 on Form S-8, Registration Statement No. 33-40943 on Form S-8,
Registration Statement No. 33-62514 on Form S-3, Registration Statement
No. 33-49811 on Form S-8 and Registration Statement No.33-50637 on Form
S-3.
Portland, Oregon,
February 28, 1994 ARTHUR ANDERSEN & CO.
Exhibit (24)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our reports included in this Form 10-K, into Portland General
Electric Company's previously filed Registration Statement No. 33-44114
on Form S-3 and Registration Statement No. 33-46358 on Form S-3.
Portland, Oregon,
February 28, 1994 ARTHUR ANDERSEN & CO.
POWER OF ATTORNEY
The undersigned directors of Portland General Electric
Company hereby appoint Leonard A. Girard, Joseph M. Hirko and
Joseph E. Feltz, and each of them severally, as the attorney-in-
fact, in any and all capacities stated herein, to execute on
behalf of the undersigned and to file with the Securities and
Exchange Commission under Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Portland General Electric Company Form
10-K Annual Report for the fiscal year ended December 31, 1993,
and any amendments thereto.
Dated: February 8, 1994
Portland, Oregon
/s/ Gwyneth Gamble Booth
Gwyneth Gamble Booth C. Calvert Knudsen
/s/ Peter J. Brix /s/ Warren E. McCain
Peter J. Brix Warren E. McCain
/s/ Carolyn S. Chambers /s/ Jerome J. Meyer
Carolyn S. Chambers Jerome T. Meyer
/s/ Randolph L. Miller
Edward L. Clark, Jr. Randolph L. Miller
/s/ John W. Creighton, Jr. /s/ Richard G. Reiten
John W. Creighton, Jr. Richard G. Reiten
/s/ Ken L. Harrison /s/ Robert W. Roth
Ken L. Harrison Robert W. Roth
/s/ Jerry E. Hudson /s/ Bruce G. Willison
Jerry E. Hudson Bruce G. Willison
POWER OF ATTORNEY
The undersigned directors of Portland General Corporation
hereby appoint Leonard A. Girard, Joseph M. Hirko and
Joseph E. Feltz, and each of them severally, as the attorney-in-
fact, in any and all capacities stated herein, to execute on
behalf of the undersigned and to file with the Securities and
Exchange Commission under Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Portland General Corporation Form 10-K
Annual Report for the fiscal year ended December 31, 1993, and
any amendments thereto.
Dated: February 8, 1994
Portland, Oregon
/s/ Gwyneth Gamble Booth
Gwyneth Gamble Booth C. Calvert Knudsen
/s/ Peter J. Brix /s/ Warren E. McCain
Peter J. Brix Warren E. McCain
/s/ Carolyn S. Chambers /s/ Jerome J. Meyer
Carolyn S. Chambers Jerome T. Meyer
/s/ Randolph L. Miller
Edward L. Clark, Jr. Randolph L. Miller
/s/ John W. Creighton, Jr. /s/ Richard G. Reiten
John W. Creighton, Jr. Richard G. Reiten
/s/ Ken L. Harrison /s/ Robert W. Roth
Ken L. Harrison Robert W. Roth
/s/ Jerry E. Hudson /s/ Bruce G. Willison
Jerry E. Hudson Bruce G. Willison
J:\L\FINANCE\12743\10K93PWR.ATY
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AMENDMENT NO. 1
PORTLAND GENERAL CORPORATION
AMENDED AND RESTATED
1990 LONG-TERM INCENTIVE MASTER PLAN
WHEREAS, pursuant to Article 14 of the Portland General
Corporation Amended and Restated 1990 Long-Term Incentive Master
Plan (the "Plan"), the Committee, as defined in the Plan, may,
with the approval of the Board of Directors of Portland General
Corporation (the "Corporation"), amend or modify the Plan as
provided in Article 14, and
WHEREAS, the Board of Directors of the Corporation has
approved the amendment of the Plan,
NOW THEREFORE, effective as of February 8, 1994, the Plan is
hereby amended as follows:
1. Section 8.9 is deleted and the following new
Section 8.9 is inserted as follows:
"8.9 Termination of Employment Due to Death, Disability
or Retirement.
"(a) Termination by Death. Upon the death of a
Participant, all restrictions on the Participant's
Restricted Stock shall lapse, provided, however, such
restrictions shall not lapse until the expiration of
the six (6) month vesting period provided in
Section 8.3.
"(b) Termination by Disability. In the event that a
Participant's employment with the Company is terminated
by reason of Disability, the restrictions on the
Participant's Restricted Stock shall lapse on the date
the Participant's disability is determined by the
Committee to be total and permanent, provided, however,
such restrictions shall not lapse until the expiration
of the six (6) month vesting period provided in
Section 8.3.
Page 1 - AMENDMENT NO. 1 - LTI PLAN J:\l\INDEX\LTIP.AM1
1
"(c) Termination by Retirement. In the event that
a Participant's employment with the Company is
terminated by reasons of 'normal retirement' (as
defined under the then established rules of the
Company's tax qualified pension retirement plan),
the restrictions shall lapse on the number of
shares of Restricted Stock in each restricted
stock grant which bears the same ratio to the
total number of shares of Restricted Stock in such
grant still subject to restrictions, as the period
of employment during the Period of Restriction for
such grant bears to the full Period of Restriction
for such grant, rounded up to a full share, unless
otherwise determined by the Committee to vest the
previously granted Restricted Stock in some
greater amount, provided, however, such
restrictions shall not lapse until the expiration
of the six (6) month vesting period provided in
Section 8.3."
IN WITNESS WHEREOF, the Board of Directors of the
Corporation has adopted this amendment on the 8th day of February
1994.
COMMITTEE UNDER THE LONG-TERM
INCENTIVE MASTER PLAN
By: /s/ Warren E. McCain
Warren E. McCain
Chairman
Page 2 - AMENDMENT NO. 1 - LTI PLAN J:\l\INDEX\LTIP.AM1
2
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AMENDED AND RESTATED
1990 LONG-TERM
INCENTIVE MASTER PLAN
Portland General Corporation
July 1993
Portland General Corporation
AMENDED AND RESTATED
1990 Long-Term Incentive Master Plan
TABLE OF CONTENTS
Article Section Page
1. ESTABLISHMENT, PURPOSE, AND DURATION . . . . . . . 1
1.1 Establishment of the Plan . . . . . . . . 1
1.2 Purpose of the Plan . . . . . . . . . . . 1
1.3 Duration of the Plan . . . . . . . . . . . 1
2. DEFINITIONS AND CONSTRUCTION . . . . . . . . . . . 2
2.1 Definitions . . . . . . . . . . . . . . . 2
2.2 Gender and Number . . . . . . . . . . . . 5
2.3 Severability . . . . . . . . . . . . . . . 5
3. ADMINISTRATION . . . . . . . . . . . . . . . . . . 5
3.1 The Committee . . . . . . . . . . . . . . 5
3.2 Authority of the Committee . . . . . . . . 5
3.3 Decisions Binding . . . . . . . . . . . . 6
3.4 Grants of Options by Chief Executive Officer
or Insider Committee . . . . . . . . . . . 6
4. SHARES SUBJECT TO THE PLAN . . . . . . . . . . . . 7
4.1 Number of Shares . . . . . . . . . . . . . 7
4.2 Lapsed Awards . . . . . . . . . . . . . . 8
4.3 Adjustments in Authorized Shares . . . . . 8
5. ELIGIBILITY AND PARTICIPATION . . . . . . . . . . 8
5.1 Eligibility . . . . . . . . . . . . . . . 8
5.2 Actual Participation . . . . . . . . . . . 9
6. STOCK OPTIONS . . . . . . . . . . . . . . . . . . 9
6.1 Grant of Options . . . . . . . . . . . . . 9
6.2 Option Agreement . . . . . . . . . . . . . 9
6.3 Option Price . . . . . . . . . . . . . . . 9
6.4 Duration of Options . . . . . . . . . . . 9
6.5 Exercise of Options . . . . . . . . . . . 9
6.6 Payment . . . . . . . . . . . . . . . . . 10
6.7 Restrictions on Share Transferability . . 10
6.8 Dividend Equivalents on Stock Options . . 10
6.9 Termination of Employment Due to Death,
Disability, or Retirement . . . . . . . . 11
6.10 Termination of Employment for Other Reasons 12
6.11 Nontransferability of Options . . . . . . 12
7. STOCK APPRECIATION RIGHTS . . . . . . . . . . . . 12
7.1 Grant of SARs . . . . . . . . . . . . . . 12
7.2 Exercise of SARs in Lieu of Options . . . 13
7.3 Exercise of SARs in Addition to Options . 13
i
Article Section Page
7.4 Exercise of SARs Independent of Options . 14
7.5 SAR Agreement . . . . . . . . . . . . . . 14
7.6 Term of SARs . . . . . . . . . . . . . . . 14
7.7 Payment of SAR Amount . . . . . . . . . . 14
7.8 Section 16 Requirements . . . . . . . . . 14
7.9 Termination of Employment Due to Death,
Disability, or Retirement . . . . . . . . 14
7.10 Termination of Employment for Other Reasons 15
7.11 Nontransferability of SARs . . . . . . . . 16
8. RESTRICTED STOCK . . . . . . . . . . . . . . . . . 16
8.1 Grant of Restricted Stock . . . . . . . . 16
8.2 Restricted Stock Agreement . . . . . . . . 16
8.3 Transferability . . . . . . . . . . . . . 16
8.4 Other Restrictions . . . . . . . . . . . . 16
8.5 Certificate Legend . . . . . . . . . . . . 16
8.6 Removal of Restrictions . . . . . . . . . 17
8.7 Voting Rights . . . . . . . . . . . . . . 17
8.8 Dividends and Other Distributions . . . . 17
8.9 Termination of Employment Due to Death,
Disability, or Retirement . . . . . . . . 17
8.10 Termination of Employment for Other Reasons 17
9. PERFORMANCE UNITS AND PERFORMANCE SHARES . . . . . 18
9.1 Grant of Performance Units/Shares . . . . 18
9.2 Value of Performance Units/Shares . . . . 18
9.3 Earning of Performance Units/Shares . . . 18
9.4 Form and Timing of Payment of Performance
Units/Shares . . . . . . . . . . . . . . . 18
9.5 Termination of Employment Due to Death,
Disability, or Retirement . . . . . . . . 19
9.6 Termination of Employment for Other Reasons 19
9.7 Nontransferability . . . . . . . . . . . . 19
10. OTHER STOCK-BASED AWARDS . . . . . . . . . . . . 19
10.1 Other Stock-Based Awards . . . . . . . . . 19
10.2 Nontransferability . . . . . . . . . . . . 20
11. BENEFICIARY DESIGNATION . . . . . . . . . . . . . 20
12. RIGHTS OF EMPLOYEES . . . . . . . . . . . . . . . 20
12.1 Employment . . . . . . . . . . . . . . . . 20
12.2 Participation . . . . . . . . . . . . . . 20
13. CHANGE IN CONTROL . . . . . . . . . . . . . . . . 20
14. AMENDMENT, MODIFICATION, AND TERMINATION . . . . 21
14.1 Amendment, Modification, and Termination . 21
14.2 Awards Previously Granted . . . . . . . . 22
ii
Article Section Page
15. WITHHOLDING . . . . . . . . . . . . . . . . . . . 22
15.1 Tax Withholding . . . . . . . . . . . . . 22
15.2 Share Withholding . . . . . . . . . . . . 22
16. INDEMNIFICATION . . . . . . . . . . . . . . . . . 22
17. SUCCESSORS . . . . . . . . . . . . . . . . . . . 23
18. REQUIREMENTS OF LAW . . . . . . . . . . . . . . . 23
18.1 Requirements of Law . . . . . . . . . . . 23
18.2 Governing Law . . . . . . . . . . . . . . 23
iii
PORTLAND GENERAL CORPORATION
AMENDED AND RESTATED
1990 LONG-TERM INCENTIVE MASTER PLAN
ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION
1.1 Establishment of the Plan. Portland General
Corporation ("Portland General") established the Portland
General Corporation 1990 Long-Term Incentive Master Plan
(hereinafter referred to as the "Plan") to be effective
October 1, 1990, subject to the approval of the Board of
Directors and the shareholders of Portland General, which
approval was given by the Board of Directors on October 1,
1990 and by the Shareholders at the Annual Meeting of
Shareholders held April 30, 1991. The Plan shall remain in
effect as provided in Section 1.3 herein. The Plan permits
the grant of Nonqualified Stock Options, Incentive Stock
Options, Stock Appreciation Rights, Restricted Stock,
Performance Shares, Performance Units, and other Stock-Based
Awards.
1.2 Purpose of the Plan. The purpose of the Plan is to
promote the success, and enhance the value of the Company by
linking the personal interests of Employees to those of
Company shareholders, and by providing Employees with an
incentive for outstanding performance.
The Plan is further intended to provide flexibility to
the Company in its ability to motivate, attract, and retain
the services of Employees upon whose judgment, interest, and
special effort the successful conduct of its operation largely
is dependent.
1.3 Duration of the Plan. The Plan shall commence on
October 1, 1990 (the "Effective Date") and shall remain in
effect, subject to the right of the Board of Directors to
terminate the Plan at any time pursuant to Article 14 herein,
until all Shares subject to it shall have been purchased or
acquired according to the Plan's provisions. However, in no
event may an Award be granted under the Plan on or after the
tenth (10th) anniversary of the Plan's Effective Date.
1
ARTICLE 2. DEFINITIONS AND CONSTRUCTION
2.1 Definitions. Whenever used in the Plan, the
following terms shall have the meanings set forth below and,
when the meaning is intended, the initial letter of the word
is capitalized:
(a) "Award" means, individually or collectively, a
grant under this Plan of Nonqualified Stock
Options, Incentive Stock Options, Stock
Appreciation Rights, Restricted Stock,
Performance Shares, Performance Units, or other
Stock-Based Awards.
(b) "Beneficial Owner" shall have the meaning
ascribed to such term in Rule 13d-3 of the
General Rules and Regulations under the
Exchange Act.
(c) "Board" or "Board of Directors" means the Board
of Directors of Portland General Corporation or
any successor thereto as provided in Article 17
herein.
(d) "Cause" means (i) willful and gross misconduct
on the part of a Participant that is materially
and demonstrably detrimental to the Company; or
(ii) the commission by a Participant of one or
more acts which constitute an indictable crime
under United States Federal, state, or local
law. "Cause" under either (i) or (ii) shall be
determined in good faith by a written
resolution duly adopted by the affirmative vote
of not less than two-thirds ( rds) of all the
Directors at a meeting duly called and held for
that purpose after reasonable notice to the
Participant and opportunity for the Participant
and his or her legal counsel to be heard.
(e) "Change in Control" of the Company shall be
defined by the Committee at the time of making
each and every Award hereunder.
(f) "Code" means the Internal Revenue Code of 1986,
as amended from time to time.
(g) "Committee" means the committee, as specified
in Article 3, appointed by the Board to
administer the Plan with respect to grants of
Awards.
(h) "Company" means Portland General Corporation,
an Oregon corporation (including any and all
Subsidiaries), or any successor thereto as
provided in Article 17 herein.
2
(i) "Demotion" shall mean the reduction of a
Participant's salary grade, job classification,
or title (the Participant's job classification
or title shall govern in all cases where said
job classification or title are not defined by
means of a salary grade) with the Company to a
level at which Awards under this Plan or any
other plan providing long-term incentives to
Employees have not been granted within the
three (3) years preceding such demotion.
(j) "Director" means any individual who is a member
of the Board of Directors.
(k) "Disability" means a permanent and total
disability, within the meaning of Code
Section 22(e)(3), as determined by the
Committee in good faith, upon receipt of
sufficient competent medical advice from one or
more individuals, selected by the Committee,
who are qualified to give professional medical
advice.
(l) "Dividend Equivalent" means an accrual for
payment of cash or Shares equal in value to
dividends paid on Shares subject to Options.
(m) "Employee" means any employee of the Company.
Directors who are also employed by the Company
shall be considered Employees under this Plan.
(n) "Exchange Act" means the Securities Exchange
Act of 1934, as amended from time to time, or
any successor Act thereto.
(o) "Fair Market Value" means the closing price of
Shares on the relevant date, as reported in the
Wall Street Journal or a similar publication
selected by the Committee.
(p) "Grant Price" means the value of a SAR on the
date of grant, as determined by the Committee.
(q) "Incentive Stock Option" or "ISO" means an
option to purchase Shares, granted under
Article 6 herein, which is designated as an
Incentive Stock Option and is intended to meet
the requirements of Section 422 of the Code, or
any successor Section thereto.
(r) "Insider" shall mean an Employee of the Company
who is, at the time an Award is made under this
Plan, designated as subject to Section 16 of
the Exchange Act and the Rules promulgated
thereunder or a Director.
3
(s) "Noninsider" shall mean an individual who is
not an Insider.
(t) "Noninsider Committee" means the committee, as
specified in Section 3.4, that may be appointed
by the Board to grant Options to Noninsiders.
(u) "Nonqualified Stock Option" or "NQSO" means an
option to purchase Shares, granted under
Article 6 herein, which is not intended to be
an Incentive Stock Option.
(v) "Option" means an Incentive Stock Option or a
Nonqualified Stock Option.
(w) "Option Price" means the price at which a Share
may be purchased by a Participant pursuant to
an Option, as determined by the Committee.
(x) "Outside Director" means a Director who is not
an Employee.
(y) "Participant" means an Employee of the Company
who has outstanding an Award granted under the
Plan.
(z) "Performance Unit" or "Performance Share" means
an Award granted to an Employee pursuant to
Article 9 herein.
(aa) "Period of Restriction" means the period during
which the transfer of Shares of Restricted
Stock is limited in some way (based on the
passage of time, the achievement of performance
goals, or upon the occurrence of other events
as determined by the Committee, at its
discretion), and the Shares are subject to a
substantial risk of forfeiture, as provided in
Article 8 herein.
(ab) "Restricted Stock" means an Award granted to an
Employee pursuant to Article 8 herein.
(ac) "Stock Appreciation Right" or "SAR" means an
Award, granted alone or in tandem with an
Option, designated as a SAR, granted to an
Employee pursuant to Article 7 herein.
(ad) "Stock-Based Award" means an Award granted to
an Employee pursuant to Article 10 herein.
(ae) "Shares" means the $3.75 par value Common Stock
of Portland General Corporation.
4
(af) "Subsidiary" means any corporation in which the
Company owns directly, or indirectly through
subsidiaries, at least 50% of the total
combined voting power of all classes of stock,
or any other entity (including, but not limited
to, partnerships and joint ventures) in which
the Company owns at least 50% of the combined
equity thereof. In the event that applicable
law permits the ownership of less than 50% of
the total combined voting power of all classes
of stock of a corporation to cause such
corporation to constitute a "Subsidiary," then
the requirement of 50% ownership in this
definition shall be lowered to the lowest level
permitted under applicable law.
2.2 Gender and Number. Except where otherwise
indicated by the context, any masculine term used herein also
shall include the feminine; the plural shall include the
singular and the singular shall include the plural.
2.3 Severability. In the event any provision of the
Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts
of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
ARTICLE 3. ADMINISTRATION
3.1 The Committee. The Plan shall be administered by a
committee consisting solely of two or more Outside Directors,
who shall be appointed from time to time by, and shall serve
at the discretion of, the Board of Directors, and who shall
meet the requirements for a "disinterested person" as defined
in Section 16 of the Exchange Act and the Rules promulgated
thereunder. Provided, however, that if for any reason the
Committee does not qualify to administer the Plan, as
contemplated by the Article 16 of the Exchange Act and the
Rules promulgated thereunder, the Board of Directors may
appoint a new Committee so as to comply therewith.
3.2 Authority of the Committee. The Committee shall
have full power except as limited by law or by the Articles of
Incorporation or Bylaws of Portland General or any successor
thereto as provided in Article 17 herein, subject to the
provisions herein, to determine the size and types of Awards;
to determine the terms and conditions of such Awards in a
manner consistent with the Plan; to construe and interpret the
Plan and any agreement or instrument entered into under the
Plan; to establish, amend, or waive rules and regulations for
the Plan's administration; and (subject to the provisions of
Article 14 herein) to amend the terms and conditions of any
outstanding Award to the extent such terms and conditions are
within the discretion of the Committee as provided in the
Plan. Further, the Committee shall make all other
5
determinations which may be necessary or advisable for the
administration of the Plan. As permitted by law, the
Committee may delegate its authorities as identified
hereunder.
3.3 Decisions Binding. All determinations and
decisions made by the Committee pursuant to the provisions of
the Plan and all related orders or resolutions of the Board of
Directors shall be final, conclusive, and binding on all
persons, including the Company, its stockholders, Employees,
Participants, and their estates and beneficiaries.
3.4 Grants of Options by Chief Executive Officer or
Insider Committee. The Board of Directors may grant to the
Chief Executive Officer (the "CEO") of Portland General or any
successor thereto as provided in Article 17 herein, or a
Committee appointed by it consisting of at least two Directors
one of whom shall be the CEO if the CEO is a Director
("Noninsider Committee") the authority to grant Options to
Noninsiders. Options granted pursuant to this Section 3.4
shall be subject to the provisions of this Section 3.4, the
limits specifically prescribed by the Board of Directors and
the requirements of Oregon law. Prior to the grant of such
Options, the CEO or the Noninsider Committee, as the case may
be, shall obtain the opinion of legal counsel for the Company
that each person chosen to receive an Option under this
Section is properly classified as a Noninsider.
The Options granted by the CEO to Noninsiders pursuant to
this Section between October 1, 1990 and October 2, 1991 may
be granted upon such terms and provisions as deemed
appropriate by the CEO; provided, however, that the aggregate
number of Shares available for grant is one hundred thousand
(100,000), that any such Option granted not exceed 5,000
shares per employee per year, that the exercise price for any
such Options granted shall equal the fair market value of
Shares on the date of grant, and that all Options granted must
be exercised within ten (10) years after the date of the
grant.
At any time after October 2, 1991, the Board of Directors
may authorize the CEO or the Noninsider Committee to grant
Options for an additional number of Shares and upon such terms
and provisions as the Board shall determine subject to the
terms of this Section 3.4. The initial one hundred thousand
(100,000) Shares authorized pursuant to the immediately
preceding paragraph and any such additional Shares granted
under Options pursuant to this Section shall be counted toward
the maximum number of Shares subject to this Plan, as set
forth in Section 4.1.
In addition to the authority granted to the CEO or the
Noninsider Committee to grant Options to Noninsiders pursuant
to this Section 3.4, the CEO may, at any time, recommend to
the Committee Insiders to receive grants of Options, and may
6
recommend the number of Shares and the terms and provisions
applicable to such Options; provided, however, that
notwithstanding such recommendation, the grant of any Option
to Insiders and the terms and conditions applicable thereto
shall be at the sole discretion of the Committee. In the
event that the Committee shall choose to grant an Option to an
Insider upon the recommendation of the CEO, the Committee may
choose to apply the number of Shares subject to such Option
against the number of Shares available for grant by the CEO or
the Noninsider Committee pursuant to this Section 3.4, such
that the number of Shares available to the CEO or the
Noninsider Committee is reduced by the number of Shares
covered by such Option.
ARTICLE 4. SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as
provided in Section 4.3 herein, the total number of Shares
available for grant under the Plan may not exceed 2,300,000;
of which no more than 1,150,000 may be issued as Restricted
Stock. These 2,300,000 Shares may be either authorized but
unissued or reacquired Shares.
The following rules will apply for purposes of the
determination of the number of Shares available for grant
under the Plan:
(a) The grant of an Option or Restricted Stock
Award shall reduce the Shares available for
grant under the Plan by the number of Shares
subject to such Award.
(b) The grant of a Stock Appreciation Right related
to an Option ("Tandem SAR") shall reduce the
number of Shares available for grant by the
number of Shares subject to the related Option
if the Tandem SAR is granted "in lieu of" the
Option. If the number of "in lieu of" SARs
granted in Tandem with Options exceeds the
number of Shares subject to the related Option,
then the number of Shares available for grant
shall additionally be reduced by the amount of
such excess; provided, however, that to the
extent such grants are paid in cash, such
Shares shall again be available for the grant
of Awards under the Plan in accordance with
Section 16 of the Exchange Act and the Rules
promulgated thereunder.
(c) The grant of a Tandem SAR "in addition to" the
related Option shall reduce the number of
Shares available for grant by the number of
Shares subject to the SAR, in addition to the
number of Shares subject to the related Option.
7
(d) The grant of Stock Appreciation Rights not
related to an Option ("Freestanding SAR") shall
reduce the number of Shares available for grant
by the number of Freestanding SARs granted.
(e) The grant of Performance Units and/or
Performance Shares shall reduce the number of
Shares available for grant while outstanding;
provided, however, that to the extent such
grants are paid in cash, such Shares shall
again be available for the grant of Awards
under the Plan in accordance with Section 16 of
the Exchange Act and the Rules promulgated
thereunder.
(f) The grant of other Stock-Based Awards shall
reduce the number of Shares available for grant
hereunder to the extent Shares are utilized, as
determined by the Committee in accordance with
the provisions of Section 16 of the Exchange
Act and the Rules promulgated thereunder.
4.2 Lapsed Awards. If any Award granted under this
Plan terminates, expires, or lapses for any reason (with the
exception of the termination of a Tandem SAR granted "in lieu
of" the related Option or a related Option upon exercise of
the corresponding "in lieu of" SAR), any Shares subject to
such Award again shall be available for the grant of an Award
under the Plan to the extent allowed pursuant to Section 16 of
the Exchange Act and the Rules promulgated thereunder.
4.3 Adjustments in Authorized Shares. In the event of
any merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, split-up, Share
combination, or other change in the corporate structure of the
Company affecting the Shares, such adjustment shall be made in
the number and class of Shares which may be delivered under
the Plan, and in the number and class of and/or price of
Awards granted under the Plan, as may be determined to be
appropriate and equitable by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights; and
provided that the number of Shares subject to any Award shall
always be a whole number.
ARTICLE 5. ELIGIBILITY AND PARTICIPATION
5.1 Eligibility. Persons eligible to participate in
this Plan include all Employees of the Company, including
Employees who are members of the Board, but excluding
Directors who are not Employees.
8
5.2 Actual Participation. Subject to the provisions of
the Plan, the Committee may, from time to time, select from
all eligible Employees, those to whom Awards shall be granted
and shall determine the nature and amount of each Award. No
Employee shall have any right to be granted an Award under
this Plan.
ARTICLE 6. STOCK OPTIONS
6.1 Grant of Options. Subject to the terms and
provisions of the Plan, Options may be granted to Employees at
any time and from time to time as shall be determined by the
Committee. The Committee shall have discretion in determining
the number of Shares subject to Options granted to each
Employee. The Committee may grant ISOs, NQSOs, or a
combination thereof. Nothing in this Article 6 shall be
deemed to prevent the grant of NQSOs in excess of the maximum
established by Section 422 of the Code, or any successor
Section thereto.
6.2 Option Agreement. Each Option grant shall be
evidenced by an Option Agreement that shall specify the Option
Price, the duration of the Option, the number of Shares to
which the Option pertains, and such other provisions as the
Committee shall determine. The Option Agreement also shall
specify whether the Option is intended to be an ISO within the
meaning of Section 422 of the Code, or any successor Section
thereto, or a NQSO whose grant is intended not to fall under
the Code provisions of Section 422, or any successor Section
thereto.
6.3 Option Price. The Option Price for each grant of
an Option to an Employee shall be determined by the Committee;
provided that, in the case of an ISO, the Option Price shall
not be less than 100% of the Fair Market Value of such Share
on the date the Option is granted; and, provided further, that
in the case of a NQSO, the Option Price shall not be less than
the minimum price permissible under Oregon law.
6.4 Duration of Options. Each Option granted to an
Employee shall expire at such time as the Committee shall
determine at the time of grant; provided, however, that no ISO
shall be exercisable later than the tenth (10th) anniversary
date of its grant.
6.5 Exercise of Options. Options granted to Employees
under the Plan shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee
shall in each instance approve, which need not be the same for
each grant or for each Employee. However, in no event may any
Option granted under this Plan to an Insider become
exercisable prior to six (6) months following the date of its
grant.
9
6.6 Payment. Options shall be exercised by the
delivery of a written notice of exercise to the Secretary of
the Company, setting forth the number of Shares with respect
to which the Option is to be exercised, accompanied by full
payment for the Shares.
The Option Price upon exercise of any Option shall be
payable to the Company in full either (a) in cash or its
equivalent, or (b) by tendering previously acquired Shares
having a Fair Market Value at the time of exercise equal to
the total Option Price; provided that any such Shares tendered
by an Insider shall have been held by such Insider for at
least six months prior to such tender, or (c) by a combination
of (a) and (b). The Committee also may allow cashless
exercise as permitted under Federal Reserve Board's Regulation
T, subject to applicable securities law restrictions, or by
any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law. The
proceeds from such a payment shall be added to the general
funds of the Company and shall be used for general corporate
purposes.
The Committee also shall have the authority to extend
loans to Participants in order to aid Participants in the
exercise of their Options, upon such terms and requiring such
security as the Committee, in its sole discretion, shall deem
appropriate.
As soon as practicable after receipt of a written
notification of exercise and full payment, the Company shall
deliver to the Participant, in the Participant's name, Share
certificates in an appropriate amount based upon the number of
Shares purchased under the Option(s).
6.7 Restrictions on Share Transferability. The
Committee shall impose such restrictions, including
restrictions on transferability, on Options granted, and on
any Shares acquired pursuant to the exercise of an Option,
under the Plan, as it may deem advisable, including, without
limitation, restrictions under applicable Federal securities
laws, under the requirements of any stock exchange or market
upon which such Shares are then listed and/or traded, and
under any blue sky or state securities laws applicable to such
Shares.
6.8 Dividend Equivalents on Stock Options. Employees
owning Options may be granted, at no additional cost, Dividend
Equivalents based on the dividends declared on Shares on
record dates during the period between the grant date of an
Option and the date the Option is exercised, or an equivalent
period, as determined by the Committee. Such Dividend
Equivalents may be converted to additional Shares subject to
the Option ("Dividend Equivalent Shares"), or cash, or both,
by such formula as may be determined by the Committee,
provided, however, that such formula shall conform to any
10
holding period, notice provision or other requirement under
Section 16 of the Exchange Act and the Rules promulgated
thereunder.
Dividend equivalents shall be computed as of each record
date, with respect to: (i) the number of Shares subject to the
Option; and (ii) the number of Dividend Equivalent Shares
previously earned by the Employee which were not issued during
the period immediately prior to the dividend record date.
6.9 Termination of Employment Due to Death, Disability,
or Retirement.
(a) Termination by Death. In the event the
employment of an Employee is terminated by
reason of death, any outstanding Options
granted to that Employee shall immediately vest
100% and shall remain exercisable at any time
prior to their expiration date, or for one (1)
year after the date that employment was
terminated, whichever period is shorter, by
such person or persons as shall have been named
as the Employee's beneficiary, or by such
persons that have acquired the Employee's
rights under the Option by will or by the laws
of descent and distribution.
(b) Termination by Disability. In the event the
employment of an Employee is terminated by
reason of Disability, any outstanding Options
granted to that Employee shall immediately vest
100%, and shall remain exercisable at any time
prior to their expiration date, or for one (1)
year after the date that the Employee's
Disability is determined by the Committee to be
total and permanent, whichever period is
shorter.
(c) Termination by Retirement. In the event the
employment of an Employee is terminated by
reason of "normal retirement" (as defined under
the then established rules of the Company's
tax-qualified pension retirement plan), any
outstanding Options granted to that Employee
shall immediately vest 100%, and shall remain
exercisable at any time prior to their
expiration date, or for three (3) years after
the date that employment was terminated,
whichever period is shorter.
In the event the employment of an Employee is
terminated by reason of "early retirement" (as
defined under the then established rules of the
Company's tax-qualified pension retirement
plan), any outstanding Options granted to that
11
Employee that are not then vested shall be
forfeited. However, the Committee, at its
discretion, may vest these Options up to 100%.
Vested Options shall remain exercisable at any
time prior to their expiration date, or for
three (3) years after the date that employment
was terminated, whichever period is shorter.
(d) Exercise Limitations on ISOs. In the case of
ISOs, the tax treatment prescribed under
Section 422 of the Internal Revenue Code of
1986, as amended, or any successor Section
thereto, may not be available if the Options
are not exercised within the time periods after
each of the various types of employment
termination prescribed by said Section.
6.10 Termination of Employment for Other Reasons. If
the employment of an Employee shall terminate for any reason
(other than the reasons set forth in Section 6.9 or for
Cause), all nonvested Options held by the Employee immediately
shall be forfeited to the Company. However, the Committee, in
its sole discretion, shall have the right to immediately vest
all or any portion of such Options. Thereafter, all vested
Options shall remain exercisable at any time prior to their
expiration date, or for one (1) year after the date that
employment was terminated, whichever period is shorter.
If the employment of the Employee shall terminate for
Cause, all outstanding Options immediately shall be forfeited
to the Company and no additional exercise period shall be
allowed, regardless of the vested status of the Options.
Any Options forfeited under this Section shall again be
available for grant under the Plan in accordance with
Section 16 of the Exchange Act and the Rules promulgated
thereunder.
6.11 Nontransferability of Options. No Option granted
under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by
the laws of descent and distribution. Further, all Options
granted to a Participant under the Plan shall be exercisable
during his or her lifetime only by such Participant.
ARTICLE 7. STOCK APPRECIATION RIGHTS
7.1 Grant of SARs. Subject to the terms and conditions
of the Plan, an SAR may be granted to an Employee at any time
and from time to time as shall be determined by the Committee.
An SAR may be granted in any of the following forms:
(a) "In lieu of" Options (as described in
Section 4.1(b) herein);
12
(b) "In addition to" Options (as described in
Section 4.1(c) herein);
(c) Independent of Options (a "Freestanding SAR");
or
(d) In any combination of (a), (b), or (c) above.
The Committee shall have complete discretion in
determining the number of SARs granted to each Participant
(subject to Section 4.1 herein) and, consistent with the
provisions of the Plan, in determining the terms and
conditions pertaining to such SARs. However, the Grant Price
of a Freestanding SAR shall be at least equal to the Fair
Market Value of Shares on the date of grant of the SAR. The
Grant Price of "in lieu of" or "in addition to" SARs (as
described in Section 4.1 herein) shall equal the Option Price
of the related Option. Further, in no event shall any SAR
granted hereunder become exercisable within the first six (6)
months of its grant.
7.2 Exercise of SARs in Lieu of Options. SARs granted
"in lieu of" Options (as described in Section 4.1 herein) may
be exercised for all or part of the Shares subject to the
related Option upon the surrender of the right to exercise an
equivalent number of Options. The SAR may be exercised only
with respect to the Shares for which its related Option is
then exercisable. Option Stock with respect to which the SAR
shall have been exercised may not be subject again to an Award
under this Plan.
Notwithstanding any other provision of this Plan to the
contrary, with respect to an SAR granted "in lieu of" an
"Incentive Stock Option" within the meaning of Section 422 of
the Code, or any successor Section thereto: (i) the SAR will
expire no later than the expiration of the underlying
Incentive Stock Option; (ii) the SAR amount may be for no more
than one hundred percent (100%) of the difference between the
Option Price of the underlying Incentive Stock Option and the
market price of the Shares subject to the underlying Incentive
Stock Option at the time the SAR is exercised; and (iii) the
SAR may be exercised only when the market price of the Shares
subject to the Incentive Stock Option exceeds the Option Price
of the Incentive Stock Option.
7.3 Exercise of SARs in Addition to Options. SARs
granted "in addition to" Options (as described in Section 4.1
herein) shall be deemed to be exercised upon the exercise of
the related Options. The deemed exercise of SARs granted "in
addition to" Options shall not necessitate a reduction in the
number of related Options.
13
7.4 Exercise of SARs Independent of Options. SARs
granted independently of Options may be exercised upon
whatever terms and conditions the Committee, in its sole
discretion, imposes upon the SARs.
7.5 SAR Agreement. Each SAR grant shall be evidenced
by an SAR Agreement that shall specify the Grant Price, the
term of the SAR, and such other provisions as the Committee
shall determine.
7.6 Term of SARs. The term of an SAR granted under the
Plan shall be determined by the Committee, in its sole
discretion, however, such term shall not exceed ten (10)
years.
7.7 Payment of SAR Amount. Upon exercise of an SAR, a
Participant shall be entitled to receive payment from the
Company in an amount determined by multiplying:
(a) The difference between the Fair Market Value of
a Share on the date of exercise over the Grant
Price; by
(b) The number of Shares with respect to which the
SAR is exercised.
At the sole discretion of the Committee, the payment upon
SAR exercise may be in cash, in Shares of equivalent value, or
in some combination thereof.
7.8 Section 16 Requirements. Notwithstanding any
other provision of the Plan, the Committee may impose such
conditions on exercise of an SAR (including, without
limitation, the right of the Committee to limit the time of
exercise to specified periods or the ability to exercise in
cash or Shares ) as may be required to satisfy the
requirements of Section 16 of the Exchange Act and the Rules
promulgated thereunder.
7.9 Termination of Employment Due to Death, Disability,
or Retirement.
(a) Termination by Death. In the event the
employment of a Participant is terminated by
reason of death, any outstanding SARs granted
to that Participant shall immediately vest
100%, and shall remain exercisable at any time
prior to their expiration date, or for one (1)
year after the date that employment is
terminated, whichever period is shorter, by
such person or persons as shall have been named
as the Participant's beneficiary, or by such
persons that have acquired the Participant's
rights under the SARs by will or by the laws of
descent and distribution.
14
(b) Termination by Disability. In the event the
employment of a Participant is terminated by
reason of Disability, any outstanding SARs
granted to that Participant shall immediately
vest 100%, and shall remain exercisable at any
time prior to their expiration date, or for one
(1) year after the date the Participant's
Disability is determined by the Committee to be
total and permanent, whichever period is
shorter.
(c) Termination by Retirement. In the event the
employment of a Participant is terminated by
reason of "normal retirement" (as defined under
the then established rules of the Company's tax
qualified pension retirement plan), all
outstanding SARs granted to that Participant
shall immediately vest 100%, and shall remain
exercisable at any time prior to their
expiration date, or for one (1) year after the
date that employment was terminated, whichever
period is shorter.
In the event the employment of a Participant is
terminated by reason of "early retirement" (as
defined under the then established rules of the
Company's tax qualified pension retirement
plan), any outstanding SARs granted to that
Participant that are not then vested shall be
forfeited. However, the Committee, at its
discretion, may vest these SARs up to 100%.
Vested SARs shall remain exercisable at any
time prior to their expiration date, or for the
one (1) year after the date that employment was
terminated, whichever period is shorter.
7.10 Termination of Employment for Other Reasons. If
the employment of a Participant shall terminate for any reason
other than the reasons described in Section 7.9, or for Cause,
all nonvested SARs held by the Participant at that time
immediately shall be forfeited to the Company. However, the
Committee, in its sole discretion, shall have the right to
immediately vest all or any portion of such SARs. Thereafter,
all vested SARs shall remain exercisable at any time prior to
their expiration date, or for one (1) year after the date that
employment was terminated, whichever period is shorter.
If the employment of the Participant shall terminate for
Cause, all outstanding SARs immediately shall be forfeited to
the Company and no additional exercise period shall be
allowed, regardless of the vested status of the SARs.
Any SAR forfeited to the Company shall again be available
for grant under the Plan pursuant to Section 16 of the
Exchange Act and the Rules promulgated thereunder.
15
7.11 Nontransferability of SARs. No SAR granted under
the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, otherwise than by will or
by the laws of descent and distribution. Further, all SARs
granted to a Participant under the Plan shall be exercisable
during his or her lifetime only by such Participant.
ARTICLE 8. RESTRICTED STOCK
8.1 Grant of Restricted Stock. Subject to the terms
and provisions of the Plan, the Committee, at any time and
from time to time, may grant Shares of Restricted Stock to
Employees in such amounts as the Committee shall determine.
8.2 Restricted Stock Agreement. Each Restricted Stock
grant shall be evidenced by a Restricted Stock Agreement that
shall specify the Period of Restriction, or Periods, the
number of Restricted Stock Shares granted, and such other
provisions as the Committee shall determine.
8.3 Transferability. Except as provided in this
Section 8.3, the Shares of Restricted Stock granted herein may
not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the end of the applicable
Period of Restriction established by the Committee and
specified in the Restricted Stock Agreement, or upon earlier
satisfaction of any other conditions, as specified by the
Committee in its sole discretion and set forth in the
Restricted Stock Agreement. However, in no event may any
Restricted Stock granted under the Plan become vested in a
Participant prior to six (6) months following the date of its
grant. Prior to vesting, all rights with respect to the
Restricted Stock granted to a Participant under the Plan shall
be available during his or her lifetime only by such
Participant.
8.4 Other Restrictions. The Committee shall impose
such other restrictions on any Shares of Restricted Stock
granted pursuant to the Plan as it may deem advisable
including, without limitation, restrictions based upon the
achievement of specific performance goals (Company-wide,
divisional, and/or individual), and/or restrictions under
applicable Federal or state securities laws; and may legend
the certificates representing Restricted Stock to give
appropriate notice of such restrictions.
8.5 Certificate Legend. In addition to any legends
placed on certificates pursuant to Section 8.4 herein, each
certificate representing Shares of Restricted Stock granted
pursuant to the Plan shall bear the following legend:
"The sale or other transfer of the Shares of Stock
represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to
certain restrictions on transfer as set forth in
16
the Portland General Corporation 1990 Long-Term
Incentive Master Plan, and in a Restricted Stock
Agreement dated . A copy of the Plan and
such Restricted Stock Agreement may be obtained
from the Secretary of Portland General
Corporation."
8.6 Removal of Restrictions. Except as otherwise
provided in this Section, Shares of Restricted Stock covered
by each Restricted Stock grant made under the Plan shall
become freely transferable by the Participant after the last
day of the Period of Restriction. Once the Shares are
released from the restrictions, the Participant shall be
entitled to have the legend required by Section 8.5 removed
from his or her Share certificate.
8.7 Voting Rights. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted
hereunder may exercise full voting rights with respect to
those Shares.
8.8 Dividends and Other Distributions. During the
Period of Restriction, Participants holding Shares of
Restricted Stock granted hereunder shall be entitled to
receive all dividends and other distributions paid with
respect to those Shares while they are so held. If any such
dividends or distributions are paid in Shares, the Shares
shall be subject to the same restrictions on transferability
and forfeitability as the Shares of Restricted Stock with
respect to which they were paid, and shall reduce the number
of Shares available for grant under the Plan.
8.9 Termination of Employment Due to Death, Disability,
or Retirement. In the event that a Participant's employment
with the Company is terminated by reason of death, Disability,
or "normal retirement" (as defined under the then established
rules of the Company's tax qualified pension retirement plan),
the restrictions on the Participant's Restricted Stock shall
lapse as of the date of termination (in the case of
Disability, the restrictions shall lapse on the date the
Participant's Disability is determined by the Committee to be
total and permanent).
8.10 Termination of Employment for Other Reasons.
If the employment of the Participant shall terminate for any
reason other than those reasons described in Section 8.9,
including a termination for Cause, all nonvested Shares of
Restricted Stock held by the Participant at that time
immediately shall be forfeited and returned to the Company.
However, with the exception of a termination of employment for
Cause, the Committee, in its sole discretion, shall have the
right to provide for lapsing of the restrictions on Restricted
Stock following employment termination, upon such terms and
17
provisions as it deems proper; provided that, no such lapsing
of restrictions shall occur after the expiration date of the
Restricted Stock.
Shares of Restricted Stock forfeited and returned to the
Company shall not again be available for grant under the Plan
if the Participant received any "benefits of ownership" as
defined in Section 16 of the Exchange Act and the Rules
promulgated thereunder.
ARTICLE 9. PERFORMANCE UNITS AND PERFORMANCE SHARES
9.1 Grant of Performance Units/Shares. Subject to the
terms of the Plan, Performance Units or Performance Shares may
be granted to Employees at any time and from time to time, as
shall be determined by the Committee. The Committee shall
have complete discretion in determining the number of
Performance Units or Performance Shares granted to each
Employee.
9.2 Value of Performance Units/Shares. Each
Performance Unit shall have an initial value that is
established by the Committee at the time of grant. Each
Performance Share shall have an initial value that is in
direct relation to the Fair Market Value of a Share at the
time of grant. The Committee shall set performance goals in
its discretion which, depending on the extent to which they
are met, will determine the number and/or value of Performance
Units or Performance Shares that will be paid out to the
Participants. The time period during which the performance
goals must be met shall be called a "Performance Period." The
Performance Period pertaining to each Performance Unit or
Performance Share Award shall be between two (2) and six (6)
years in length, and shall be established by the Committee at
the time of grant.
9.3 Earning of Performance Units/Shares. After the
applicable Performance Period has ended, the holder of
Performance Units or Performance Shares shall be entitled to
receive payout on the number of Performance Units or
Performance Shares earned by the Participant over the
Performance Period, to be determined as a function of the
extent to which the corresponding performance goals have been
achieved.
9.4 Form and Timing of Payment of Performance
Units/Shares. Payment of earned Performance Units/Performance
Shares shall be made in a single lump sum, within forty-five
(45) calendar days, or such longer period as may be required
under Section 16 of the Exchange Act and the Rules promulgated
thereunder, following the close of the applicable Performance
Period. The Committee, in its sole discretion, may pay earned
Performance Units or Performance Shares in the form of cash or
in Shares (or in a combination thereof) which have an
aggregate Fair Market Value equal to the value of the earned
18
Performance Units or Performance Shares at the close of the
applicable Performance Period; provided, however, that the
Committee may place transfer restrictions on such Shares to
meet the requirements of Section 16 of the Exchange Act and
the Rules promulgated thereunder.
9.5 Termination of Employment Due to Death, Disability,
or Retirement. In the event the employment of a Participant
is terminated by reason of death, Disability, or "normal
retirement" (as defined under the then established rules of
the Company's tax qualified pension retirement plan) during
the applicable Performance Period, the Participant shall
receive a prorated payout on the Performance Units or
Performance Shares based on the Participant's full number of
months of service during the Performance Period as compared to
the entire length of the Performance Period, further adjusted
based on the achievement of the preestablished performance
goals. Payment of earned Performance Units or Performance
Shares shall be made at the same time payments are made to
Participants who did not terminate service during the
applicable Performance Period, or such other time as is
required to comply with Section 16 of the Exchange Act and the
Rules promulgated thereunder.
9.6 Termination of Employment for Other Reasons. In
the event that a Participant terminates employment with the
Company for any reason other than those reasons set forth in
Section 9.5, all Performance Units or Performance Shares shall
be forfeited by the Participant to the Company; provided,
however, that in the event of early retirement or an
involuntary termination of the employment of the Participant
by the Company other than for Cause, the Committee, in its
sole discretion, may waive the automatic forfeiture provisions
and pay out on a pro rata basis, as provided in Section 9.5.
9.7 Nontransferability. Performance Units may not be
sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated, other than by will or by the laws of descent
and distribution. Further a Participant's rights under the
Plan shall be exercisable during the Participant's lifetime
only by the Participant or the Participant's legal
representative.
ARTICLE 10. OTHER STOCK-BASED AWARDS
10.1 Other Stock-Based Awards. The Committee shall have
the right to grant other Stock-Based Awards which may include,
without limitation, the grant of Shares based on certain
conditions, the payment of cash based on the performance of
the Common Stock, and the payment of Shares in lieu of cash
under other Company incentive bonus programs. Payment under
or settlement of any such Awards shall be made in such manner
and at such times as the Committee may determine.
19
10.2 Nontransferability. No Stock-Based Awards granted
under this Section of the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and
distribution. Further, all such Awards granted to a
Participant under the Plan shall be exercisable during his or
her lifetime only by such Participant.
ARTICLE 11. BENEFICIARY DESIGNATION
Each Participant under the Plan may, from time to time,
name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the
Plan is to be paid in case of his or her death before he or
she receives any or all of such benefit. Each such
designation shall revoke all prior designations by the same
Participant, shall be in a form prescribed by the Company, and
will be effective only when filed by the Participant in
writing with the Human Resource Department of the Company, or
such other department as the Company may specify in writing to
the Participant, during the Participant's lifetime. In the
absence of any such designation, benefits remaining unpaid at
the Participant's death shall be paid to the Participant's
estate.
ARTICLE 12. RIGHTS OF EMPLOYEES
12.1 Employment. Nothing in the Plan shall interfere
with or limit in any way the right of the Company to terminate
any Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of the
Company.
For purposes of the Plan, transfer of employment of a
Participant between the Company and any one of its
Subsidiaries (or between Subsidiaries) shall not be deemed a
termination of employment.
12.2 Participation. No Employee shall have the right to
be selected to receive an Award under this Plan, or, having
been so selected, to be selected to receive a future Award.
ARTICLE 13. CHANGE IN CONTROL
In order to maintain all of the Employees' rights in the
event of a Change in Control of the Company, the Committee, as
constituted prior to such Change in Control, in its sole
discretion, may, as to any outstanding Award to an Employee,
either at the time the Award to the Employee is made or at any
time thereafter, take any one or more of the following
actions:
(i) Provide for the acceleration of any time
periods relating to the exercise or realization
of any such Award so that such Award may be
20
exercised or realized in full on or before a
date fixed by the Committee;
(ii) Provide for the purchase of any such Award by
the Company for an amount of cash equal to the
amount which could have been attained upon the
exercise of such Award or in realization of
such Employee's rights had such Award been
currently exercisable or payable;
(iii) Make such adjustment to any such Award then
outstanding as the Committee deems appropriate
to reflect such Change in Control providing,
however, that such change does not detriment
the value of any Award to the Employee;
(iv) Cause any such Award then outstanding to be
assumed, or new rights substituted therefore,
by the acquiring or surviving corporation in
such Change in Control.
The Committee may, at its discretion, include such
further provisions and limitations in any Employee's Award
Agreement, documenting such Awards, as the Committee may deem
equitable and in the best interests of the Company.
ARTICLE 14. AMENDMENT, MODIFICATION, AND TERMINATION
14.1 Amendment, Modification, and Termination. With the
approval of the Board, at any time and from time to time, the
Committee may terminate, amend, or modify the Plan. However,
without the approval of the stockholders of the Company (as
may be required by the Code, by Section 16 of the Exchange Act
and the Rules promulgated thereunder, by any national
securities exchange or system on which the Shares are then
listed or reported, or by a regulatory body having
jurisdiction with respect hereto) no such termination,
amendment, or modification may:
(a) Increase the total amount of Shares which may
be issued under this Plan, except as provided
in Section 4.3 herein; or
(b) Change the class of Employees eligible to
participate in the Plan; or
(c) Materially increase the cost of the Plan or
materially increase the benefits to
Participants; or
(d) Extend the maximum period after the date of
grant during which Options or SARs may be
exercised; or
(e) Change the provisions of the Plan regarding
Option Price.
21
14.2 Awards Previously Granted. No termination,
amendment, or modification of the Plan shall in any manner
adversely affect any Award previously granted under the Plan,
without the written consent of the Participant.
ARTICLE 15. WITHHOLDING
15.1 Tax Withholding. The Company shall have the power
and the right to deduct or withhold, or require a Participant
to remit to the Company, an amount sufficient to satisfy
Federal, state, and local taxes (including the Participant's
FICA obligation) required by law to be withheld with respect
to any grant, exercise, or payment made under or as a result
of this Plan.
15.2 Share Withholding. With respect to withholding
required upon the exercise of NQSOs, upon the lapse of
restrictions on Restricted Stock, or upon any other taxable
event hereunder, Participants may elect, subject to the
approval of the Committee, to satisfy the withholding
requirement, in whole or in part, by having the Company
withhold Shares having a Fair Market Value, on the date the
tax is to be determined, equal to the amount required to be
withheld. All elections shall be irrevocable, and be made in
writing, signed by the Participant in advance of the day that
the transaction becomes taxable.
Share withholding elections made by Insiders must comply
with any additional restrictions required by Section 16 of the
Exchange Act and the Rules promulgated thereunder.
ARTICLE 16. INDEMNIFICATION
Each person who is or shall have been a member of the
Committee, or of the Board, shall be indemnified and held
harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from
any claim, action, suit, or proceeding to which he or she may
be a party or in which he or she may be involved by reason of
any action taken or failure to act under the Plan and against
and from any and all amounts paid by him or her in settlement
thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such action, suit, or
proceeding against him or her, provided he or she shall give
the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of
indemnification to which such Persons may be entitled under
the Company's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.
22
ARTICLE 17. SUCCESSORS
All obligations of the Company under the Plan, with
respect to Awards granted hereunder, shall be binding on any
successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.
ARTICLE 18. REQUIREMENTS OF LAW
18.1 Requirements of Law. The granting of Awards and
the issuance of Shares under the Plan shall be subject to all
applicable laws, rules, and regulations, and to such approvals
by any governmental agencies or national securities exchanges
as may be required.
18.2 Governing Law. To the extent not preempted by
Federal law, the Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the
State of Oregon.
a:bdr\10762LTI.93
23
Exhibit (28)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______________ to
_______________
Commission file number ___________________
EMPLOYEE STOCK PURCHASE PLAN
(Title of the Plan)
PORTLAND GENERAL CORPORATION
(Name of the Issuer of the Securities and Employer Sponsoring the Plan)
121 SW Salmon Street
Portland OR 97204
(Address of its Principal Executive Office)
1
EMPLOYEE STOCK PURCHASE PLAN OF
PORTLAND GENERAL CORPORATION
Statements of Financial Condition
At December 31 1993 1992
Receivable from Portland General $10,446 $ 7,508
Participants' Equity $10,446 $ 7,508
Statements of Income and Changes in Participants' Equity
For the Years Ended December 31 1993 1992 1991
Dividend Income $ 5,243 $ 8,465 $ 8,640
Contributions from (Note 2):
Participants 229,940 273,142 321,501
Portland General and Affiliates 25,659 31,796 36,703
Distributions to Participants:
Cost of 12,628, 18,558, and 21,390 shares
of common stock of Portland General
issued to participants under the
terms of the Plan (including
$2,326, $1,592, and $3,711 in cash) (257,904) (318,561) (370,605)
Change in Participants' Equity for the Year 2,938 (5,158) (3,761)
Participants' Equity, at beginning of year 7,508 12,666 16,427
Participants' Equity, at end of year $ 10,446 $ 7,508 $ 12,666
The accompanying notes are an integral part of these statements.
2
EMPLOYEE STOCK PURCHASE PLAN OF
PORTLAND GENERAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1.
Portland General Corporation (Portland General) Employee Stock Purchase Plan
(the Plan) was established to enable employees of Portland General and its
affiliates to acquire an ownership interest in Portland General through
purchase of its common stock. Portland General acts as custodian for
each participant and pays all Plan expenses. Portland General affiliates in
turn reimburse Portland General for costs incurred on behalf of their
employees. The Plan is not subject to income taxes. The Plan may be altered,
amended, or discontinued at any time by Portland General; however, each
participant has the rights of an owner of record in shares held by Portland
General for the participant's account.
Participants' contributions are made through payroll deductions within certain
limitations. The price of the common stock to a participant is 90% of a five-
day average market price which is determined by dividing the sum of the closing
prices of Portland General stock on the New York Stock Exchange on the last
five business days ending on or before the 15th day of the month of the
allocation, by five. Shares of common stock are purchased directly from
Portland General. The amount of Portland General contributions and dividends
received by the Plan are reported to participants on a current basis for income
tax purposes.
NOTE 2.
PGE PGC PGH PGX PLC CWL Total
1993 Contributions
Employer $ 25,587 $ 44 - - - $ 28 $ 25,659
Participant 229,295 405 - - - 240 229,940
Total $254,882 $ 449 - - - $ 268 $255,599
1992 Contributions
Employer $ 31,109 $ 619 $ 32 - $ 27 $ 9 $ 31,796
Participant 267,532 5,065 215 - 220 110 273,142
Total $298,641 $ 5,684 $ 247 - $ 247 $ 119 $304,938
1991 Contributions
Employer $ 34,856 $ 1,725 $ 67 - $ 55 - $ 36,703
Participant 305,169 15,202 650 - 480 - 321,501
Total $340,025 $ 16,927 $ 717 - $ 535 - $358,204
3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Portland General Corporation:
We have audited the accompanying statements of financial condition of the
Employee Stock Purchase Plan (the Plan) of Portland General Corporation as of
December 31, 1993 and 1992, and the related statements of income and changes in
participants' equity for each of the three years in the period ended December 31,
1993. These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Employee Stock Purchase Plan
of Portland General Corporation as of December 31, 1993 and 1992, and the income and
changes in participants' equity for each of the three years in the period ended
December 31, 1993 in conformity with generally accepted accounting principles.
Portland, Oregon,
February 2, 1994 ARTHUR ANDERSEN & CO.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 11-K, into Portland General Corporation's
previously filed Registration Statement No. 33-25466 on Form S-3, Registration
Statement No. 33-27462 on Form S-8, Registration Statement No. 33-31441 on Form S-8,
Registration Statement No. 33-40943 on Form S-8, and Registration Statement No.
33-52320 on Form S-8.
Portland, Oregon,
February 2, 1994 ARTHUR ANDERSEN & CO.
4
