SEVERANCE AND RELEASE
AGREEMENT
This Severance and Release Agreement
(the “Agreement”) is between Russell L. Cohen
(“Employee”), and Black Hills Corporation, a South
Dakota corporation (“Employer”). Effective
October 11, 2006, the employment relationship between Employer
and Employee terminated.
Except for any outstanding vested
Restricted Stock Units to which Employee is entitled under
Employer’s deferred compensation plan, Employee acknowledges
and agrees that he has received all wages, benefits, stock, stock
options, and other compensation, including earned unused vacation,
due to him by reason of his employment with Employer. Employee
further acknowledges that he has returned to Employer all property,
documents, and data belonging to Employer that previously was in
his possession. Employer now agrees to pay additional consideration
to Employee as a severance benefit.
For severance pay, if Employee signs
and does not revoke this Agreement, Employer shall pay to Employee
a sum equal to two hundred thirty five thousand dollars
($235,000.00), less applicable withholdings and deductions (the
“Severance Amount”). The Severance Amount will be paid
in one lump sum payment, less applicable withholdings and
deductions, in a check made payable to “Russell Cohen”
and delivered to Andrew Petrie, Employee’s counsel, on or
before the tenth business day after Employee signs this
Agreement.
Employee’s termination of
employment is considered a qualifying event allowing Employee to
continue medical/health insurance coverage and dental coverage
(COBRA) for up to eighteen (18) months. Employer will provide
Employee with the initial three (3) months’ coverage,
October 12, 2006 through January 12, 2007. The three (3)
months of coverage provided by Employer is taxable to Employee. At
the end of the three (3) months, Employee will be responsible for
payment of all premiums associated with continuation of coverage
for the remaining months of eligibility. Employee will be informed
of the details regarding continuation of coverage (COBRA) in a
separate letter.
Employee will also be provided with
an opportunity to receive outplacement services. Employer will
provide an allowance of up to $2,000.00 for this service. This
amount will include associated fees and preapproved expenses.
Shannon Ross, Human Resource Manager, will assist Employee in
securing these services. Employee will have up to sixty (60) days
from the date Employee signs this Agreement to begin to receive
these services. If Employee does not elect to receive the services
within this timeframe, it will be determined that Employee elected
to not take advantage of the services.
In consideration of receiving
Severance Amount, three (3) months of COBRA, and outplacement
assistance, (collectively the “Severance Benefits”),
Employee hereby waives, releases and discharges all rights,
remedies, claims and causes of action, known or unknown, suspected
or unsuspected, that he may have against Employer, for any matter
relating to his employment, or the termination of his employment.
This release includes, but is not limited to any claim, right,
remedy or cause of action arising under:
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any federal, state or local statute, ordinance
or regulation, including any cause of action pertaining to
employment or employment discrimination (race, age, color, sex or
marital status, religion, national origin or ancestry, disability,
or any other characteristic protected by law);
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any tort theory;
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any contract theory;
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any statute, ordinance or regulation authorizing
the recovery of attorney’s fees, liquidated damages, punitive
damages or interest.
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This release does not cover any
indemnification rights to which Employee may be entitled under
state law or Employer