Exhibit
10.67
CONSULTING
AGREEMENT
This Consulting Agreement ("Agreement"), effective as of September
1, 2009 is made and entered into by and between JAMES C. MILLER
(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 –
Power Supply 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 of Agreement . 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 September 1, 2009 (the "Effective Date"); and, unless
sooner terminated pursuant to section 5, continuing until December
31, 2010 (the "Term of Agreement").
2.
Services of Consultant. The Consultant agrees to
provide legal business consulting services that may be desired by
the Company from time to time during the Term of Agreement
including, without limitation, offering advice related to the
Company’s power supply function, corporate strategy or
history, and general business matters. Consultant agrees to
meet with LaMont Keen, President and Chief Executive Officer, or if
mutually agreed, any other designee of the Company, to discuss
issues or answer questions regarding the Company's power supply
function and/or business matters upon reasonable notice at a
meeting place mutually agreed by the Company and Consultant.
The Consultant will, to the best of his ability, make himself
available to the Company and assist the Company to the extent
practicable with its business initiatives through the Term of
Agreement. The Company agrees that it will not unduly
interfere with any other gainful employment that may be obtained by
Executive. The Company further 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.
CONSULTING AGREEMENT -
MILLER
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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
$6,418.27 per month, payable within 15 days following each month
during the Term of Agreement, in exchange for which Consultant
agrees to provide up to 20 hours of service per month
(“Retained Services”). The Consultant shall also
be entitled to reimbursement of reasonable expenses associated with
the Consultant's provision of services during the Term of Agreement
pursuant to this Agreement, provided such expenses are approved in
advance in writing by the Company.
4.
Independent Contractor Status; No Participation in Benefit
Plans . 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 accrued
and vested benefits to which Consultant is entitled by virtue of
his former employment by the Company and with respect to group
health benefits coverage if COBRA continuation coverage is elected,
the Consultant shall not participate in any Company employee
benefit plans, including, but not limited to the Retirement Plan of
Idaho Power Company, the Security Plan for Senior Management
Employees I and the Security Plan for Senior Management Employees
II. The Company shall not withhold taxes from any payments
under this Agreement.
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, 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, (4) any statement, which is not
truthful or for which Executive lacks a factual basis which, by
itself, may significantly or substantially damage the reputation of
the Company or any of its employees or officers, (5) the Consultant
fails to provide the services specified by this Agreement or
otherwise commits a material breach or material violation of the
terms of this Agreement, and (6) death, or disability of Consultant
which renders Consultant unable to perform consulting duties under
this agreement. Upon termination of this Agreement for any
reason, Consultant will cease all work and shall promptly provide
to the Company any materials that may have been provided to
Consultant in connection with this Agreement and all work product
and files developed by Consultant under this
Agreement.
6.
Successors .
(a)
Assignment of Agreement . This Agreement is personal
to the Consultant and, without the prior written consent of the
Company, shall not be assignable by the Consultant.
(b)
Successors of the Company . No rights or obligations
of the Company under this Agreement may be assigned or transferred
except
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