CONSULTING
AGREEMENT
This Consulting
Agreement, dated as of September 5, 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 and Thomas J. Knapp ("Knapp" or "Consultant"),
a Maryland resident. NWEC and Knapp are collectively referred to
herein as the "Parties."
WHEREAS,
Knapp was employed with NWEC through August 29, 2008;
and
WHEREAS, the
Company and Knapp amicably agree to terminate his employment;
and
WHEREAS, NWEC is
agreeable to ending Knapp's employment with NWEC and entering into
a agreement with Knapp with agreed upon consulting services to NWEC
for the period September 1, 2008 through December 31, 2008, unless
terminated by NWEC, by Knapp or on the date Knapp has secured other
employment unless extended by mutual agreement; and
WHEREAS,
Knapp 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:
1.
Engagement.
a. NWEC agrees to
engage Knapp, and Knapp 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, Knapp 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.
b. The Parties
agree that NWEC shall determine the Consulting Services to be
performed by Knapp under this Agreement, subject to the conditions
set forth within this Agreement. Knapp understands and agrees that
in performing such Consulting Services. Knapp agrees that he may
not transfer, assign or subcontract his obligations under this
Agreement without the express written consent of NWEC.
c. For the
purposes of this Agreement, it is understood and agreed by the
Parties that Knapp shall perform the Consulting Services from 7116
Darby Road, Bethesda, Maryland 20817 or such other location as
Knapp determines or the Company requires. Knapp may be required to
travel in performance of the Consulting Services but only upon
approval by NWEC.
d. NWEC is not
responsible for payroll withholdings, and shall not withhold FICA
or taxes of any kind from any payments that it owes
Knapp.
e. Knapp agrees
that neither Knapp his employees, employees of a business entity
for which Knapp 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, Knapp 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.
f. Knapp 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 Knapp and his employees, servants
and agents. Knapp shall also be responsible for likewise paying any
employees of a business entity for whom Knapp serves as an
employee, partner or other type of owner as well as any third party
entities or individuals with whom he may contract. Knapp 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.
g. If the Internal
Revenue Service or any other governmental agency should question or
challenge Knapp's independent consulting status, Knapp 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.
2.
Work.
Knapp shall
perform the work as more particularly described in Exhibit
A.
a. Knapp 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.
b. Knapp shall
report on legal matters to the Vice President, General Counsel and
Corporate Secretary and on governmental affairs matters to the Vice
President, Government and Regulatory Affairs of NorthWestern
Energy, unless otherwise instructed.
c. Knapp 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.
3.
Compensation.
Knapp shall
be paid a retainer fee for work rendered to NWEC in the amount of
$15,000.00 (Fifteen Thousand Dollars) to be paid within the first
five (5) working days after acceptance of this agreement
