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 THAT THE
COMPANY WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE,
MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS
AND/OR ASSETS OF THE COMPANY TO EXPRESSLY ASSUME AND AGREE TO PERFORM THIS
AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE
REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE.
AS USED IN THIS
AGREEMENT, "COMPANY" SHALL MEAN THE COMPANY AS HEREIN BEFORE DEFINED AND ANY
SUCCESSOR THAT EXECUTES AND DELIVERS THE AGREEMENT PROVIDED FOR IN THIS SECTION
6 OR WHICH OTHERWISE BECOMES BOUND BY ALL THE TERMS AND PROVISIONS OF THIS
AGREEMENT BY OPERATION OF LAW.
CONSULTING AGREEMENT -
MILLER
2 of 5
7.
MISCELLANEOUS.
(A)
GOVERNING LAW AND CAPTIONS.
THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF IDAHO WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICT OF LAWS.
THE CAPTIONS OF THIS AGREEMENT ARE