CONSULTING
AGREEMENT
This Consulting
Agreement, dated as of August 12, 2008, (the
“Agreement”), is entered into by and between
NorthWestern Energy (“NWEC” or “Company”),
a Delaware corporation with its principal place of business located
at 3010 West 69 th Street, Sioux Falls, South Dakota,
57108 (“Hanson” or “Consultant”), a South
Dakota resident. NWEC and Hanson are collectively referred to
herein as the “Parties.”
WHEREAS, Hanson is
currently employed with NWEC and will be through August 12, 2008;
and
WHEREAS, the
Company and Hanson amicably agree to terminate his employment;
and
WHEREAS, NWEC is
agreeable to ending Hanson’s employment with NWEC and
entering into a agreement with Hanson with agreed upon consulting
services to NWEC for the period August 13, 2008 through February
27, 2009, unless terminated by NWEC, by Hanson or on the date
Hanson has secured other employment unless extended by mutual
agreement; and
WHEREAS, Hanson
desires to provide certain consulting services;
NOW, THEREFORE, in
consideration of the mutual promises made herein, and for other
good and valuable consideration, the parties hereby agree as
follows:
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a.
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NWEC agrees to
engage Hanson, and Hanson agrees to provide certain agreed upon
consulting services on behalf of NWEC as more fully described in
Exhibit A attached hereto and incorporated herein by reference
(hereinafter “Consulting Services.”) It is the intent
of the Parties and it is understood and agreed that, in the
performance of such Consulting Services under the terms of this
Agreement, and any amendments thereto, Hanson shall perform such
Consulting Services as an independent contractor with respect to
NWEC, and not as an employee of NWEC, it being specifically agreed
that the relationship is and shall remain that of independent
parties to a contractual relationship as set forth in this
Agreement.
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b.
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The Parties agree
that NWEC shall determine the Consulting Services to be performed
by Hanson under this Agreement, subject to the conditions set forth
within this Agreement. Hanson understands and agrees that in
performing such Consulting Services. Hanson agrees that he may not
transfer, assign or subcontract his obligations under this
Agreement without the express written consent of NWEC.
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c.
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For the purposes
of this Agreement, it is understood and agreed by the Parties that
Hanson shall perform the Consulting Services from 47258 272
nd Street, Sioux Falls, South Dakota, 57108 or such
other location as Hanson determines or the Company requires. Hanson
may be required to travel in performance of the Consulting Services
but only upon approval by NWEC.
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d.
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NWEC is not
responsible for payroll withholdings, and shall not withhold FICA
or taxes of any kind from any payments that it owes
Hanson.
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e.
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Hanson agrees that
neither Hanson his employees, employees of a business entity for
which Hanson serves as an employee, partner or other type of owner,
shall be entitled to receive any benefits which employees of NWEC
are entitled to receive. Further, Hanson agrees that he is not
eligible to receive and is not covered by NWEC workers’
compensation, unemployment compensation, health insurance, life
insurance, paid vacations, paid holidays, incentive compensation,
pension, or profit sharing, or any similar employee
benefit.
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f.
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Hanson shall be
solely responsible for paying his employees, if any, and shall be
solely responsible for paying any and all taxes, FICA,
workers’ compensation, unemployment compensation, health
insurance, life insurance, paid vacations, paid holidays, pension,
profit sharing and other similar benefits for Hanson and his
employees, servants and agents. Hanson shall also be responsible
for likewise paying any employees of a business entity for whom
Hanson serves as an employee, partner or other type of owner as
well as any third party entities or individuals with whom he may
contract. Hanson will indemnify and hold harmless NWEC from any and
all loss or liability, including attorney’s fees, arising
from his failure to make any of these payments or withholdings, or
provide these benefits, if any.
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g.
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If the Internal
Revenue Service or any other governmental agency should question or
challenge Hanson’s independent consulting status, Hanson and
NWEC shall have the right to participate in any discussion or
negotiation occurring with any agency or agencies, regardless of
with whom or by whom these discussions or negotiations are
initiated.
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2.
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Work. Hanson shall perform the work
as more particularly described in Exhibit A.
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a.
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Hanson agrees to
comply with all applicable laws, codes and regulations and other
instructions, standards of conduct, policies and procedures
established and/or promulgated by NWEC, orally or in written or
electronic form, which may be amended from time to time.
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b.
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Hanson shall
report to the Vice President, General Counsel and Corporate
Secretary of NorthWestern Energy, unless otherwise
instructed.
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c.
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Hanson shall have
access to only the following NWEC property: Company email system,
computer equipment, cellular phone, corporate jet and other
resources mutually agreed upon for business purposes.
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3.
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Compensation.
For the
performance of the Consulting Services, NWEC agrees to pay Hanson
according to the schedule attached hereto as Exhibit B and
incorporated herein by reference. A Form 1099 shall be issued each
year for all payments made. No deductions will be made from these
checks.
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4.
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Intellectual
Property. Hanson shall make no use of
NWEC trademarks, trade names, service
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