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
1 of 5
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