Attached files
| file | filename |
|---|---|
| EX-10.2 - CONSULTING AGREEMENT - NORTHWESTERN CORP | ex10-2_consultingagmt.htm |
| EX-10.1 - WAIVER AND RELEASE AGREEMENT - NORTHWESTERN CORP | ex10-1_waiverandrelease.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 5, 2010
NorthWestern
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation)
|
1-10499
(Commission
File Number)
|
46-0172280
(IRS
Employer Identification No.)
|
|||
|
3010
W. 69th
Street
Sioux Falls, South
Dakota
(Address
of principal executive offices)
|
57108
(Zip
Code)
|
||||
|
(605)
978-2900
(Registrant’s
telephone number, including area code)
|
|||||
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements
of
|
|
|
Certain
Officers.
|
As previously reported by NorthWestern
Corporation d/b/a NorthWestern Energy (NYSE: NWE) (the
“Company”), in a Form 8-K filed on December 14, 2009, Miggie E. Cramblit, Vice
President, General Counsel, Corporate Secretary and Chief Compliance Officer of
the Company, informed the Company of her decision to leave the Company effective
January 5, 2010.
In
connection with her termination of employment, on January 5, 2010, Ms. Cramblit
executed a Waiver and Release Agreement (“Waiver and Release”), which waived and
released certain claims the Company and Ms. Cramblit may have against each
other. The foregoing description of the Waiver and Release is
qualified in its entirety by reference thereto, a copy of which is attached to
this current report on Form 8-K as Exhibit 10.1 and incorporated herein by
reference.
In addition, the Company entered into a
Consulting Agreement with Ms. Cramblit on January 6, 2010 (the “Consulting
Agreement”), pursuant to which Ms. Cramblit will provide consulting services to
the Company from January 6, 2010 through April 6, 2010, subject to earlier
termination in the event Ms. Cramblit commences other employment. Under the
Consulting Agreement Ms. Cramblit will receive a monthly fee of $23,750
through the term of the agreement. The foregoing description of the Consulting
Agreement is qualified in its entirety by reference thereto, a copy of which is
attached to this current report on Form 8-K as Exhibit 10.2 and incorporated
herein by reference.
Item
8.01 Other Events.
At a
meeting of the Company’s Board of Directors on December 22, 2009, the Board of
Directors appointed Timothy P. Olson to act as interim general counsel and
corporate secretary and Sara Greff Dannen to act as interim chief compliance
officer, effective upon Ms. Cramblit’s departure and until the Board of
Directors appoints permanent replacements.
Item
9.01 Financial Statements and
Exhibits.
|
DESCRIPTION
OF DOCUMENT
|
|
|
10.1*
|
Waiver
and Release Agreement, dated January 5, 2010
|
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10.2*
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Consulting
Agreement, dated January 6, 2010
|
* filed
herewith
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
NORTHWESTERN
CORPORATION
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By:
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/s/
Timothy P. Olson
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Timothy
P. Olson
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|
Interim
General Counsel &
Corporate
Secretary
|
Date:
January 8, 2010
3
Index to
Exhibits
|
EXHIBIT
NO.
|
DESCRIPTION
OF DOCUMENT
|
|
|
10.1*
|
Waiver
and Release Agreement, dated January 5, 2010
|
|
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10.2*
|
Consulting
Agreement, dated January 6, 2010
|
|
* filed
herewith
4