Common use of Benefits Payable Clause in Contracts

Benefits Payable. In exchange for this Release, Cxxxxxxx will receive a severance payment of $285,000.00 (Two Hundred Eighty Five Thousand Dollars), less all applicable taxes, consistent with the Company’s Executive Severance Plan, to be paid in the next regularly scheduled payroll cycle occurring no more than 15 business days after January 5, 2010. In addition to this severance payment, Cxxxxxxx will be eligible to receive for a 2009 incentive award in accordance with the terms of the 2009 Annual Incentive Plan, and paid at the same time as other participants in the Plan are paid, but in any event, no later than March 15, 2010. Such award will be calculated assuming a personal performance factor of 100 percent and an individual performance rating of at least “meets expectations”. Such an award may be subject to taxes. Cxxxxxxx explicitly waives any right to receive shares of NorthWestern common stock after January 5, 2010. With respect to COBRA continuation premiums, for the 12 (twelve)-month period starting February 1, 2010, and continuing until February 1, 2011, NorthWestern will continue to pay the same percentage of premiums as it was paying for group medical and other group insurance coverage subject to COBRA continuation immediately prior to the date of separation from the Company. For the same 12(twelve) month period, Cxxxxxxx will pay the employee portion of such COBRA premiums and will be reimbursed by the Company for each COBRA premium she pays in the first regularly scheduled pay period of each applicable month, less all applicable taxes. Notwithstanding the foregoing, Cxxxxxxx shall no longer be entitled to such reimbursement of COBRA premiums under this Release if she becomes eligible for medical coverage under another employer’s group medical plan(s). Waiver & Release Agreement Initials MEC Outplacement services with a service provider of Cxxxxxxx’x choice will be provided up to $12,000.00 (Twelve Thousand Dollars) during the 12 (twelve) month period following the date employment has ended. As additional outplacement services, Cxxxxxxx may receive reimbursement for up to $7,500.00 (Seven Thousand Five Hundred Dollars) for the actual cost of packing and/or moving her personal belongings. Any payments for such outplacement services, including the costs of packing and/or moving of personal belongings, will be grossed up for tax purposes, according to normal NorthWestern policies. In addition to these outplacement services, Cxxxxxxx will have access to the equivalent of 5 (five) one-hour coaching sessions with Thrive consultants Sxxxx Xxxxxx and/or CxxxXxxxx Xxxxxxxx between January 5, 2010 and February 26, 2010. Cxxxxxxx will retain such interests as she may have as a former employee of NorthWestern in any NorthWestern benefit plans, including, but not limited to, any pension or 401(k) plans. Cxxxxxxx shall further retain such rights as she may have to elect to continue certain medical and other benefits under COBRA and comparable state laws or as a retiree. Cxxxxxxx will retain all rights and claims she has under the Indemnification Agreement between the Parties dated November 16, 2009, which agreement shall remain in full force and effect in accordance with its terms.

Benefits Payable. In exchange for this ReleaseAgreement, Cxxxxxxx the Company will receive a severance payment provide me with: Separation Pay of 65 weeks' base pay, calculated at an annual rate of $285,000.00 450,000 (Two Hundred Eighty Five Thousand Dollars), less reduced for all applicable withholding taxes). This Separation Pay will be made in the form of salary continuation payments and will be paid on regular company paydays. Payments will commence the first payday as soon as administratively possible after this Agreement has been fully executed and received by the Corporate Human Resources Department and the 7 day revocation period described below has expired without my having revoked my acceptance. However, consistent with for purposes of this paragraph, any payments to me made by Charter or a subsidiary at the Company’s Executive rate set out above for periods of time after January 28, 2005 but before I sign this Agreement will be credited against the 65 weeks of Separation Pay outlined above, even if those payments are made before I sign this Agreement, or before the 7 day revocation period has expired and the payments are scheduled to commence hereunder. The first Separation Payment may exceed a full pay period, as it will cover the period from my Separation Date (which is defined below) through the date of the first payment. Subsequent payments, if any, will cover full pay periods or a partial pay period to cover the unpaid balance. The period of time from my Separation Date through the date of my last Separation Payment will be called the Severance PlanPeriod and will start on January 31, 2005 and end on April 28, 2006. The total amount to be paid pursuant to this paragraph, including payments made to me by Charter or a subsidiary before I sign and deliver this Agreement and/or before expiration of the 7 day revocation period for periods of time after January 28, 2005, shall not exceed the gross amount of $562,500.25 in the next regularly scheduled payroll cycle occurring no more than 15 business days aggregate. If I wish to continue medical, dental, prescription or vision benefits coverage after January 5my Separation Date, 2010. In addition to this severance payment, Cxxxxxxx will be eligible to receive for a 2009 incentive award I must elect COBRA coverage and make timely payments in accordance with the terms outlined in the COBRA notice, which the Company will issue to me. I will receive a one-time payment of $10,347.00 (net after deduction of taxes and other required withholdings), which I may use to cover the 2009 Annual Incentive Plan, COBRA payments or for any other purpose. I may keep this payment regardless of whether I elect COBRA coverage. This payment will satisfy Charter's obligations under this paragraph (a) (ii). My flexible spending account will continue during the Severance Period to the extent authorized by the plan and to the extent I am currently a participant. I will be paid a bonus of $15,815.00 pursuant to the 2004 Executive Bonus Plan in which I currently participate. This bonus will be paid at the same time as payments under that plan are paid to participants generally. I understand that any bonus under this plan is subject to the same conditions and requirements as are applicable to other participants in the bonus plan generally and is subject to a variety of financial and budgetary considerations. I will have no eligibility for or right to any additional or other bonus under the 2004 Executive Bonus Plan or for or under any other type of bonus plan or award that the Board may approve in its discretion. Any stock options that I have been granted will continue to vest during the Severance Period. After that, I will have 60 days in which to exercise any vested options. My options will be at the price set out in the option grants issued to me to date. I will not be entitled to the benefit of any repricing, reissue or adjustments of options which occur after this date or apply to any other person and hereby waive any rights I may have to any such repricing, adjustment or reissue. I will be provided outplacement assistance for a period of 9 months from my Separation Date, the details and specifics of which are paiddetermined by Charter and provided by an outplacement firm selected by Charter. Charter will make available to Executive, but on terms established by Charter, reasonable secretarial services through a Charter employee during regular business hours to assist Executive in the first quarter of 2005 for secretarial services associated with his standard annual fundraising activities as a member of the Board of the Boy Scouts Council of Greater St. Louis, if and to the extent this assistance is not available through the outplacement assistance provided to Executive or otherwise will not be provided through that outplacement firm at no additional cost to Executive or Charter. Any complimentary or discounted broadband services that I would be entitled to as an employee will continue through the end of the Severance Period; however, any eventservices provided by another company through a reciprocal agreement or similar arrangement, may not continue. The Company will not contest any claim for unemployment compensation made by me based upon the fact of my separation from employment by the Company. Whether or not I sign this Agreement, I will receive my wages or other compensation for all time worked through my Separation Date, accrued vacation, and any other accrued leave time which I am entitled to under applicable law, through my Separation Date, and health benefits through the end of the month of my Separation Date. Except as provided in this Agreement, no later than March 15payment, 2010. Such award compensation, leave time, insurance or other benefits, will be calculated assuming a personal performance factor furnished or paid to me. I understand that the Company may change payroll dates, schedules, or amounts; insurance carriers or benefit plans or otherwise modify its payroll or benefit plans for its active employees, and those changes will be applied to me as well where applicable. Except as described in this Agreement, as of 100 percent my Separation Date, I will cease to be eligible to participate under, or covered by, any insurance, health, vision or dental insurance, or self-insured welfare benefit, bonus, incentive compensation, commission, life insurance, disability, retirement, 401K, profit sharing, or other compensation or benefit plans, and have no rights under any of those plans, unless (in the case of an individual performance rating employee insurance or welfare benefit plan, as opposed to any type of incentive, bonus, commission or other compensation plan or policy) the terms of the plan provide for coverage following separation from employment or I exercise any conversion privileges, at least “meets expectations”. Such an award my own cost, as may be subject provided in those plans. No payments for expenses made under my discretionary fund account / arrangement for legal and accounting fees, etc. will be made to taxes. Cxxxxxxx explicitly waives me, and I waive any right to receive shares of NorthWestern common stock after submit such claims for benefits and expenses to the extent they have not been paid prior to January 521, 20102005. With respect to COBRA continuation premiums, Except for the 12 bonus payment specified in (twelve)-month period starting February 1a) (iii) above, 2010, and continuing until February 1, 2011, NorthWestern I will continue to pay the same percentage of premiums as it was paying for group medical and other group insurance coverage subject to COBRA continuation immediately prior to the date of separation from the Company. For the same 12(twelve) month period, Cxxxxxxx will pay the employee portion of such COBRA premiums and will be reimbursed by the Company for each COBRA premium she pays in the first regularly scheduled pay period of each applicable month, less all applicable taxes. Notwithstanding the foregoing, Cxxxxxxx shall no longer not be entitled to such reimbursement of COBRA premiums under this Release if she becomes eligible for medical coverage under another employer’s group medical plan(s). Waiver & Release Agreement Initials MEC Outplacement services with a service provider of Cxxxxxxx’x choice will be provided up to $12,000.00 (Twelve Thousand Dollars) during the 12 (twelve) month period following the date employment has ended. As additional outplacement servicesor paid, Cxxxxxxx may receive reimbursement for up to $7,500.00 (Seven Thousand Five Hundred Dollars) for the actual cost of packing and/or moving her personal belongings. Any payments for such outplacement services, including the costs of packing and/or moving of personal belongings, will be grossed up for tax purposes, according to normal NorthWestern policies. In addition to these outplacement services, Cxxxxxxx will have access to the equivalent of 5 (five) one-hour coaching sessions with Thrive consultants Sxxxx Xxxxxx and/or CxxxXxxxx Xxxxxxxx between January 5, 2010 and February 26, 2010. Cxxxxxxx will retain such interests as she may have as a former employee of NorthWestern in specifically waive any NorthWestern benefit plans, including, but not limited right to, any pension bonus or 401(k) plans. Cxxxxxxx shall further retain such rights as she incentive that has not been paid to me to date or that hereafter may have to elect to continue certain medical become due and other benefits under COBRA and comparable state laws or as a retiree. Cxxxxxxx will retain all rights and claims she has payable under the Indemnification Agreement between terms of any bonus pan or arrangement, or otherwise. I also understand and agree that whatever stock options I currently have will be determined solely upon the Parties dated November 16terms of the existing options and at the currently applicable option price. I will not be entitled, 2009and hereby specifically waive any right, which agreement shall remain in full force and effect in accordance with its termsto have my options repriced, to any favorable adjustments to the terms of my options, or to any reissuance of shares or the benefits of any reissue of shares, even if Charter reprices any options, reissues any shares, or makes any favorable adjustments for anyone else.

Benefits Payable. In exchange for accordance with Section 12(c) of the Employment Agreement, but subject to (a) increase under Section 13 (b) of the Employment Agreement should a Change of Control (as defined in Section 13(c) of the Employment Agreement) occur within three (3) months of your termination, the ongoing obligations of which the Company hereby confirms, and (b) this ReleaseAgreement not having been revoked under Section 12(f) of this Agreement, Cxxxxxxx you will receive a severance payment be entitled to receive, on the expiration of $285,000.00 the Revocation Period (Two Hundred Eighty Five Thousand Dollarsas defined in Section 12(f) of this Agreement), the following compensation, less all applicable taxeswithholdings and taxes (collectively, consistent with “Employment Agreement Severance”): (i) your Base Salary, and accrued but unpaid vacation time through the Separation Date; (ii) severance pay consisting of six (6) months of Base Salary (payable over six (6) months according to the Company’s Executive then regular payroll schedule; (iii) payment by the Company of the first six (6) months of premium for any COBRA coverage you elect through the Company, if any; and (iv) reimbursement from the Company for expenses accrued and payable under Section 6 of the Employment Agreement. As additional consideration for this Agreement, the Company also agrees to accelerate the vesting your stock options granted September 28, 2016 so that they will be fully vested as of November 14, 2017, provided, however, that such stock options will not be exercisable if this Agreement has been revoked by you under Section 12(f) of this Agreement. Such accelerations of vesting and the Employment Agreement Severance Planare referred to collectively herein as the “Severance Consideration”). You and the Company agree that there are no other vested accrued benefits to which you are currently entitled under any agreement between you and the Company, to be paid in the next regularly scheduled payroll cycle occurring no more than 15 business days after January 5or any applicable Company plans, 2010programs, policies or arrangements. In addition order to this severance payment, Cxxxxxxx will be eligible to receive for the Severance Consideration, a 2009 incentive award properly executed Agreement must be received by Xxxxx Xxxxxx, Senior Vice President, Human Resources, 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxx 00000, 913.234.3387 (facsimile), on or before December 7, 2017 and Employee must not revoke this Agreement as set out in Section 12(f) of this Agreement. Payment of the Employment Agreement Severance will be made in equal installments on the Company’s regularly scheduled payroll periods, and shall be made after the expiration of the Revocation Period (as defined in Section 12(f) of this Agreement). Employee’s benefits in all other currently elected benefit plans shall terminate in accordance with the terms and conditions of such plans. Employee acknowledges that the 2009 Annual Incentive PlanSeverance Consideration is good and valuable consideration in exchange for this Agreement, and paid at further acknowledges and agrees that: (i) other than the same time Severance Consideration or as other participants in the Plan are paid, but in any event, no later than March 15, 2010. Such award will be calculated assuming a personal performance factor of 100 percent and an individual performance rating of at least “meets expectations”. Such an award may be subject to taxes. Cxxxxxxx explicitly waives any right to receive shares of NorthWestern common stock after January 5, 2010. With respect to COBRA continuation premiums, for the 12 (twelve)-month period starting February 1, 2010, and continuing until February 1, 2011, NorthWestern will continue to pay the same percentage of premiums as it was paying for group medical and other group insurance coverage subject to COBRA continuation immediately prior to the date of separation from the Company. For the same 12(twelve) month period, Cxxxxxxx will pay the employee portion of such COBRA premiums and will be reimbursed by the Company for each COBRA premium she pays in the first regularly scheduled pay period of each applicable month, less all applicable taxes. Notwithstanding the foregoing, Cxxxxxxx shall no longer be entitled to such reimbursement of COBRA premiums under this Release if she becomes eligible for medical coverage under another employer’s group medical plan(s). Waiver & Release Agreement Initials MEC Outplacement services with a service provider of Cxxxxxxx’x choice will be provided up to $12,000.00 (Twelve Thousand Dollars) during the 12 (twelve) month period following the date employment has ended. As additional outplacement services, Cxxxxxxx may receive reimbursement for up to $7,500.00 (Seven Thousand Five Hundred Dollars) for the actual cost of packing and/or moving her personal belongings. Any payments for such outplacement servicesotherwise stated herein, including the costs ongoing obligations of packing Section 13 of the Employment Agreement, the Company has paid Employee all compensation and benefits due and owing to Employee related to any employment relationship between Employee and the Company and/or moving of personal belongingsits affiliates including, will be grossed up for tax purposeswithout limitation, according to normal NorthWestern policies. In addition to these outplacement services, Cxxxxxxx will have access all (to the equivalent extent applicable) salary or wages due for hours worked by Employee, commissions, bonuses, sick pay, vacation pay, paid time off, stock, restricted stock, restricted stock units, stock options, and other benefits, and (ii) that as of 5 (five) one-hour coaching sessions with Thrive consultants Sxxxx Xxxxxx and/or CxxxXxxxx Xxxxxxxx between January 5the Separation Date, 2010 and February 26, 2010. Cxxxxxxx will retain such interests as she may have as a former Employee is no longer an employee of NorthWestern the Company or its affiliates, and may under no circumstance represent Employee to be in any NorthWestern benefit plans, including, but not limited to, any pension way connected with or 401(k) plans. Cxxxxxxx shall further retain such rights as she may have to elect to continue certain medical and other benefits under COBRA and comparable state laws a representative of the Company or as a retiree. Cxxxxxxx will retain all rights and claims she has under the Indemnification Agreement between the Parties dated November 16, 2009, which agreement shall remain in full force and effect in accordance with its termsaffiliates.

Benefits Payable. In exchange for this Release, Cxxxxxxx Xxxxx will receive a severance payment of $285,000.00 284,012.00 (Two Hundred Eighty Five Eighty-four Thousand and Twelve Dollars), ) less all applicable taxes, consistent with the Company’s Executive Severance Plan, taxes and deductions to be paid in the next regularly scheduled payroll cycle occurring no more than 15 business seven (7) days after January 5, 2010he signs this Release. In addition to this severance paymenthis last regularly scheduled payroll check, Cxxxxxxx Xxxxx shall receive his accrued but unpaid vacation. Xxxxx will be eligible to receive for a 2009 pro-rated 2008 incentive award based on the amount of time served in an eligible status during the performance period to be calculated at the end of the performance period, payable in accordance with the terms of the 2009 Annual 2008 Employee Incentive Plan, and paid at the same time as other participants in the Plan are paid, but in any event, no later than March 15, 20102009. Such award will be calculated assuming a personal performance factor of 100 percent and an individual performance rating of at least “"meets expectations”. Such an award may be subject to taxes. Cxxxxxxx explicitly waives any right to receive shares of NorthWestern common stock after January 5, 2010". With respect to COBRA continuation premiums, for the 12 twelve (twelve)-month 12) month period starting February 1following the date of termination, 2010, and continuing until February 1, 2011, NorthWestern NWEC will continue to pay the same percentage of premiums as it was paying for group medical health and other group insurance coverage subject to COBRA continuation continuation, immediately prior to the date of separation from the Companytermination. For the same 12(twelvetwelve (12) month period, Cxxxxxxx Xxxxx will pay the employee portion of such COBRA premiums premiums, and will be reimbursed by the Company for each COBRA premium she he pays in the first regularly scheduled pay period of each applicable month, less all applicable taxes. Notwithstanding the foregoing, Cxxxxxxx shall no longer be entitled to such reimbursement of COBRA premiums under this Release if she becomes eligible for medical coverage under another employer’s group medical plan(s). Waiver & Release Agreement Initials MEC Outplacement services with a service provider of Cxxxxxxx’x choice Xxxxx'x choice, will be provided up to $12,000.00 12,000 (Twelve Thousand Dollarsthousand dollars) during the 12 twelve (twelve12) month period following the date employment has endedis terminated. As additional outplacement servicesWhether or not Xxxxx signs this Agreement, Cxxxxxxx may receive reimbursement for up to $7,500.00 (Seven Thousand Five Hundred Dollars) for the actual cost of packing and/or moving her personal belongings. Any payments for such outplacement services, including the costs of packing and/or moving of personal belongings, will be grossed up for tax purposes, according to normal NorthWestern policies. In addition to these outplacement services, Cxxxxxxx will have access to the equivalent of 5 (five) one-hour coaching sessions with Thrive consultants Sxxxx Xxxxxx and/or CxxxXxxxx Xxxxxxxx between January 5, 2010 and February 26, 2010. Cxxxxxxx he will retain such interests as she he may have as a former employee of NorthWestern NWEC in any NorthWestern NWEC benefit plans, including, but not limited to, any pension pension, or 401(k) 401K plans. Cxxxxxxx He shall further retain such rights as she he may have to elect to continue certain medical health and other benefits under COBRA and comparable state laws or as a retiree. Cxxxxxxx will retain all rights and claims she has under the Indemnification Agreement between the Parties dated November 16, 2009, which agreement shall remain in full force and effect in accordance with its termslaws.