Exhibit
10.1
CONSULTING
AGREEMENT
This Consulting Agreement (“Agreement”), dated as of
April 1, 2009 is made and entered into by and between THOMAS R.
SALDIN (hereinafter referred to as the “Consultant”),
and IDAHO POWER COMPANY, including its parent company, IDACORP,
INC., and all of IDACORP, INC’s and IDAHO POWER
COMPANY’s subsidiaries and/or affiliates (hereinafter
collectively referred to as the “Company”).
WITNESSETH
THAT
WHEREAS, the Consultant was formerly Senior Vice President and
General Counsel with the Company; and
WHEREAS, the Company desires to retain the services of the
Consultant; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Company and Consultant hereby agree
as follows:
1.
Term .
(a)
Term of Agreement .
(i)
The Company hereby retains the Consultant, and Consultant agrees to
be so retained, on the terms and subject to the conditions set
forth in this Agreement, commencing on April 1, 2009 (the
“Effective Date”); and, unless sooner terminated
pursuant to section 5, continuing until December 31, 2009 (the
“Term of Agreement”).
2.
Services of Consultant . The Consultant agrees to
provide legal and/or business consulting services that may be
required by the Company from time to time during the Term of
Agreement including, without limitation, offering counsel related
to corporate governance and annual meeting matters, and general
business matters. Consultant agrees to meet with Rex
Blackburn, Senior Vice President and General Counsel, or any other
designee of the Company, to discuss issues or answer questions
regarding the Company’s legal and/or business matters upon
reasonable notice at a meeting place selected by the Company.
The Company agrees that Consultant will be reimbursed for any
reasonable expenses associated with travel to and attendance at
such meetings in accordance with Section 3 of the
Agreement.
3.
Fees and Expenses . In consideration for the services
to be provided by the Consultant hereunder, the Company shall,
during the Term of Agreement, pay Consultant a retainer of $3,000
per month, in exchange for which Consultant agrees to provide up to
20 hours of service per month (“Retained Services”).
Upon mutual agreement of Consultant and Company, Consultant agrees
to provide services in excess of Retained Services, at a rate of
$150.00 per hour. For any services in excess of Retained
Services, Consultant shall submit an itemized statement of services
rendered and expenses incurred (“Itemized Statement”)
to Rex Blackburn, and provide a copy thereof to Mary Gray.
Consultant shall submit the Itemized Statement within ten (10) days
following the close of each calendar month. The Company shall
pay Consultant the amount of any fees due as soon as practicable
(but not later than 30 days) following the tenth of each calendar
month. Consultant shall not work more than 25 hours per month
without the prior written approval of Rex Blackburn. The
Consultant shall also be entitled to reimbursement of reasonable
expenses associated with the Consultant’s provision of
services pursuant to this Agreement, provided such expenses are
approved in advance in writing by the Company. Any
reimbursement to which the Consultant is entitled pursuant to this
Section 3 shall be subject to the following conditions: (a) such
reimbursement shall be paid no later than the calendar year
following the calendar year in which the expense was incurred, (b)
the amount of expenses eligible for reimbursement during any
calendar year may not affect the amount of expenses eligible for
reimbursement in any other calendar year, (c) the right to
reimbursement under this Section 3 shall not be subject to
liquidation or exchange for another benefit and (d) only expenses
incurred during the Term of Agreement shall be eligible for
reimbursement.
4.
Independent Contractor Status . Consultant shall be an
independent contractor and as such shall not have any authority to
bind or commit the Company. The Consultant and the Company
agree that Consultant is self-employed and will be responsible for
all taxes, self-employment taxes and income taxes. Other than
those benefits to which Consultant is entitled by virtue of his
former employment by the Company, the Consultant shall not
participate in any Company employee benefit plans. The
Company shall not withhold taxes from any payments to
Consultant.
5.
Termination of Agreement for Cause . The Company may
terminate the Agreement during the Term of Agreement at any time
for Cause. For purposes of this Agreement,
“Cause” means conduct amounting to: (1) fraud or
dishonesty against the Company, (2) willful misconduct, repeated
refusal to follow the reasonable direction of the Company or
committing a knowing violation of the law in the course of the
performance of Consultant’s duties, (3) a conviction or plea
of guilty or nolo contendere to a felony or crime involving
dishonesty, and (4) a material b
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