Exhibit 10.1(P)


 


EMPLOYMENT AGREEMENT

Brian B. Bird


NorthWestern Corporation


 


This agreement
(the “Employment Agreement”) outlines the general terms and conditions of
NorthWestern Corporation’s (“NorthWestern” or the “Company”) employment of
Brian B. Bird (“Bird”) in the capacity of Chief Financial Officer (“CFO”) of
NorthWestern as follows:


 


1.             Position and
Duties:


 


Bird shall
serve as the Chief Financial Officer (“CFO”) of NorthWestern and shall perform
such duties as are customarily associated with the position of CFO, consistent
with the bylaws and policies of NorthWestern and as required by NorthWestern’s
Board of Directors.  Such services shall
specifically include, but not be limited to, supporting the restructuring of
NorthWestern’s operations and disposal of those assets and operations that are
deemed to be necessary, in the business judgment of NorthWestern and its Board.


 


2.             Term:


 


The term
(“Term”) of this Employment Agreement shall be for the period commencing
December 1, 2003 and ending on the earlier of Bird’s termination or the second
anniversary of the effective date.


 


3.             Compensation:


 


(A)          Sign-on
bonus of $150,000, subject to bankruptcy court approval, to be paid in two
equal installments of $75,000 each, onto such installment on the first regular
payroll date upon obtaining court approval and the other such installment on
June 30, 2004.


 


(B)           Base
salary – $275,000 per year,


 


(C)           Performance-based
incentive – $275,000, subject to bankruptcy court approval, to be paid as
follows:


 


(i)            $91,666.67
upon submittal of a formal restructuring plan for court consideration; and


 


(ii)           $91,666.67
upon court approval of the company’s restructuring plan; and


 


(iii)          $91,666.67
upon the effective date of the reorganization plan.


 

















 


(D)          If
the effective date of the reorganization plan, or a sale of the company, occurs
before completion of distributions to be made under (C) above, then such
distributions and payments not yet made will be fully earned and will be paid
on such effective date.


 


(E)           To
receive the compensation provided for in (A), (B) and (C) above, Bird must
remain engaged as CFO of the Company. 
If and to the extent that Bird’s engagement as CFO of NorthWestern has
been involuntary terminated by the Company or otherwise as a result of the
Chapter 11 case, Bird shall receive payments not yet made as of the termination
date under Section 3(C), plus he shall receive severance in the amount of
$275,000 plus the cost of insurances to be paid in equal monthly installments
over a period of one year following the effective date of his termination.


 


4.             Expense
Reimbursement:


 


In addition to
the compensation paid as outlined in Section 3 above, NorthWestern agrees to
reimburse Bird for all reasonable out-of-pocket expenses incurred by Bird in
carrying out the terms of his engagement as CFO, including communication
charges, travel expenses, copy expenses, delivery and distribution charges and
such other reasonable costs and expenses incurred by Bird in the performance of
his duties as CFO.  All reimbursements shall
be made promptly after such payments accrue and are submitted to NorthWestern
with appropriate documentation for the payment hereunder.


 


5.             Benefits:


 


During the
Term, Bird shall be entitled to all of the following benefits offered by
NorthWestern to senior executives generally; (a) participate in the Company’s
benefits plan in existence as of October 1, 2003; (b) participate in or receive
benefits under any other employee benefit plan or other arrangement made
available by NorthWestern to any similarly situated senior management employees
including long term incentives consistent with those provided to similarly
situated executives and based on market comparable date for the CFO position;
and (c) a relocation payment equivalent to the lesser of $20,000 (not) or
reimbursement of actual expenses incurred (grossed up) in connection with costs
associated with temporary living and commuting not otherwise covered by company
relocation policy, all subject to and on a basis consistent with the terms,
conditions and overall administration of such plans or arrangements.  In no event shall any benefits be
duplicated.  In the event NorthWestern
terminates any of these benefits, the Company shall provide to Bird an
alternative plan with substantially equivalent benefits in all material
respects.


 


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6.             Termination and
Severance:


 


North Western
or Bird may, at any time, terminate Bird’s continued engagement as CFO without
liability or continuing obligation, by providing thirty (30) days prior written
notice thereof to the other party; provided, however, that except
as otherwise provided in Section 3 of this Employment Agreement, no termination
of Bird’s continued engagement as CFO shall affect Bird’s right to receive, and
the Company’s obligation to pay, (a) any claims for indemnification as provided
for under this Employment Agreement or (b) the compensation to be paid to Bird
as provided for in Section 3 of this Employment Agreement.


 


7.             Indemnification:


 


NorthWestern
agrees to indemnify and hold harmless Bird against losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in connection with
Bird’s engagement as CFO and will reimburse Bird for all reasonable and other
expenses as incurred in connection with investigating or defending my such
loss, claim, damage, liability, action or proceeding; provided, however, that
NorthWestern will not be liable in any such case for losses, claims, damages,
liabilities or expenses which are finally judicially determined to have
resulted primarily from the gross negligence or willful misconduct of Bird.


 


8.             Survival:


 


The provisions
of Sections [ILLEGIBLE] and 7 of this Employment Agreement shall survive the
termination or expiration of Bird’s continued engagement as CFO.


 


9.             Government Law:


 


This
Employment Agreement shall be interpreted, administered and enforced in
accordance with the laws of the State of Delaware, except to the extent
pre-empted by Federal law.


 


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  NORTHWESTERN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary
  Drook

  	
   

  
	
   

  	
   

  	
  Gary Drook

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:
  November 12, 2003

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Brian B. Bird

  	
   

  
	
   

  	
  Brian B.
  Bird

  
	
   

  	
   

  
	
   

  	
  Date:
  November 12, 2003

  
					



 


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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE


 


	
  In re:

  	
  :

  	
  Chapter 11

  
	
   

  	
  :

  	
   

  
	
  NORTHWESTERN
  CORPORATION,

  	
  :

  	
  Case No.
  03-12872 (CGC)

  
	
   

  	
  :

  	
   

  
	
   

  	
  Debtor.

  	
  :

  	
   

  
	
   

  	
  :

  	
   

  
				



 


ORDER
AUTHORIZING DEBTOR TO EMPLOY BRIAN B. BIRD

AS ITS CHIEF FINANCIAL OFFICER


 


UPON the Motion
Pursuant to §§ 105(a) and 363 of the Bankruptcy Code for Approval of Agreement
to Employ Brian B. Bird as Chief Financial Officer of the Debtor (the “Motion”)
filed by the above-captioned debtor (the “Debtor”) and the Court having
reviewed the Motion; and having heard the statements of counsel regarding the
relief requested in the Motion at a hearing with respect to the Motion; and the
Court having found that it has jurisdiction over this matter pursuant to 28
U.S.C. §§ 157 and 1334; and due notice of the Motion having been given under
the circumstances; and it appearing that no other or further notice of the
Motion is necessary or required; and the Court having determined that the
relief requested in the Motion is in the best interests of the Debtor, its
estate, its creditors and other parties-in-interest; and after due deliberation
and sufficient cause appearing therefor, it is hereby


 


ORDERED, that all
objections to the Motion have been overruled and the Motion(1) is GRANTED; and it is further


 


ORDERED, that the
Debtor is hereby authorized to employ Brian B. Bird as its chief financial
officer on the terms set forth in that certain Amended and Restated Employment


 












(1)           Any capitalized term
used herein but not otherwise defined shall have the meaning ascribed to such
term in the Motion.


 

















 


Agreement, attached hereto as Exhibit
A (the “Amended and Restated Agreement”); and it is further.


 


ORDERED, that entry
of this Order is not intended to and does not affect the jurisdiction of the
Montana Public Service Commission (the “MPSC”) to the extent such jurisdiction
exists and any determination that the MPSC may make with respect to the subject
matter of this Order pursuant to its jurisdiction, including but not limited to
any treatment of the compensation for rate-making purposes; and it is further


 


ORDERED, that this
order shall take effect immediately upon its entry; and it is further


 


ORDERED, that this
Court shall retain jurisdiction to hear and determine all matters arising from
the implementation of this order.


 


 


	
  Dated:

  	
  Wilmington,
  Delaware

  	
   

  
	
   

  	
  Jan 13, 2004

  	
  /s/
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  UNITED
  STATES BANKRUPTCY JUDGE

  	
   

  



 


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