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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’s Articles of Incorporati
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