Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement"), dated as of April 1, 2009
is made and entered into by and between THOMAS R. SALDIN (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 and General Counsel
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.
(A)
TERM OF AGREEMENT.
(I)
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 APRIL 1, 2009 (THE "EFFECTIVE DATE"); AND,
UNLESS SOONER TERMINATED PURSUANT TO SECTION 5, CONTINUING UNTIL DECEMBER 31,
2009 (THE "TERM OF AGREEMENT").
2.
SERVICES OF CONSULTANT.
THE CONSULTANT AGREES TO PROVIDE
LEGAL AND/OR BUSINESS CONSULTING SERVICES THAT MAY BE REQUIRED BY THE COMPANY
FROM TIME TO TIME DURING THE TERM OF AGREEMENT INCLUDING, WITHOUT LIMITATION,
OFFERING COUNSEL RELATED TO CORPORATE GOVERNANCE AND ANNUAL MEETING MATTERS, AND
GENERAL BUSINESS MATTERS.
CONSULTANT AGREES TO MEET WITH REX BLACKBURN, SENIOR
VICE PRESIDENT AND GENERAL COUNSEL, OR ANY OTHER DESIGNEE OF THE COMPANY, TO
DISCUSS ISSUES OR ANSWER QUESTIONS REGARDING THE COMPANY'S LEGAL AND/OR BUSINESS
MATTERS UPON REASONABLE NOTICE AT A MEETING PLACE SELECTED BY THE COMPANY.
THE
COMPANY 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.
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 $3,000 PER MONTH, IN EXCHANGE FOR WHICH
CONSULTANT AGREES TO PROVIDE UP TO 20 HOURS OF SERVICE PER MONTH ("RETAINED
SERVICES"). UPON MUTUAL AGREEMENT OF CONSULTANT AND COMPANY, CONSULTANT AGREES
TO PROVIDE SERVICES IN EXCESS OF RETAINED SERVICES, AT A RATE OF $150.00 PER
HOUR.
FOR ANY SERVICES IN EXCESS OF RETAINED SERVICES, CONSULTANT SHALL SUBMIT
AN ITEMIZED STATEMENT OF SERVICES RENDERED AND EXPENSES INCURRED ("ITEMIZED
STATEMENT") TO REX BLACKBURN, AND PROVIDE A COPY THEREOF TO MARY GRAY.
CONSULTANT SHALL SUBMIT THE ITEMIZED STATEMENT WITHIN TEN (10) DAYS FOLLOWING
THE CLOSE OF EACH CALENDAR MONTH.
THE COMPANY SHALL PAY CONSULTANT THE AMOUNT
OF ANY FEES DUE AS SOON AS PRACTICABLE (BUT NOT LATER THAN 30 DAYS) FOLLOWING
THE TENTH OF EACH CALENDAR MONTH.
CONSULTANT SHALL NOT WORK MORE THAN 25 HOURS
PER MONTH WITHOUT THE PRIOR WRITTEN APPROVAL OF REX BLACKBURN.
THE CONSULTANT
SHALL ALSO BE ENTITLED TO REIMBURSEMENT OF REASONABLE EXPENSES ASSOCIATED WITH
THE CONSULTANT'S PROVISION OF SERVICES PURSUANT TO THIS AGREEMENT, PROVIDED SUCH
EXPENSES ARE APPROVED IN ADVANCE IN WRITING BY THE COMPANY.
ANY REIMBURSEMENT
TO WHICH THE CONSULTANT IS