Exhibit 10(q)
EMPLOYMENT AGREEMENT
--------------------
This agreement is made between Robert D. Edwards ("Employee") and
Minnesota Power, a Minnesota corporation, located in Duluth, Minnesota,
effective May 1, 1995.
WHEREAS, Employee and Minnesota Power desire to enter into an agreement
with respect to certain aspects of the employment relationship existing between
them; and
WHEREAS, Employee enters into this agreement voluntarily and of his own
free will and deed;
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is mutually covenanted and
agreed by and between the parties as follows:
1. Employment. Minnesota Power hereby agrees to continue to employ
Employee and Employee hereby agrees to continue his employment upon the
terms and conditions contained herein.
2. Election to Office. At its Annual Directors' Meeting to be held May 9,
1995, Minnesota Power agrees to elect Employee to the office of
Executive Vice President to serve in this capacity until a successor is
elected, qualified, or until his earlier resignation or removal.
3. Duties. As requested by Minnesota Power, Employee agrees to devote full
working time and best efforts to the service of Minnesota Power from
the date hereof through May 31, 1998 in such senior executive capacity,
consistent with Employee's experience and abilities, as the Chairman,
President, or Chief Executive Officer of Minnesota Power may from time
to time reasonably assign. Employee shall at all times during
employment hereunder conduct himself in a manner consistent with his
Employment Agreement
position at Minnesota Power and shall not knowingly perform any act
contrary to the best interest of Minnesota Power.
4. Compensation.
(a) Employee's base salary shall be $215,000 per year, payable in
biweekly installments or in accordance with the general practice
of Minnesota Power from time to time, subject to any increase by
the Board of Directors which shall review the salary annually.
Employee shall participate in benefit plans of Minnesota Power
consistent with the terms of such plans, including the eligibility
requirements of such plans. Employee shall be entitled to vacation
each year in accordance with vacation policies then in effect.
(b) Minnesota Power shall continue to pay Employee's base salary under
this Agreement through May 31, 1998 unless: (i) Employment is
earlier terminated pursuant to section 5 of this Agreement, in
which case Minnesota Power's obligation to pay any further salary
under this agreement shall cease, or (ii) Minnesota Power has
released Employee from his obligation to provide full-time
services to Minnesota Power as provided under Section 3 of this
Agreement and Employee has found other employment, in which case
the amount paid by Minnesota Power as stated above shall be
reduced by any amounts earned by the Employee in connection with
his other employment.
5. Death or Disability.
This Agreement and Employee's employment with Minnesota Power may be
terminated immediately upon the occurrence of any one of the following
events:
(a) Death of the Employee, or
(b) Physical or mental disability of the Employee which prevents the
Employee from performing duties under this Agreement for a
consecutive period of at least 120 days or for at least 150 days
in a period of 200 days.
2
Employment Agreement
6. Term of Agreement. This Agreement shall terminate upon the last date
that payment by Minnesota Power is due hereunder. If Employee continues
in active, full-time service of Minnesota Power through May 31, 1998,
then Employee may continue his employment thereafter, as an at-will
employee, for so long as the Employee and Minnesota Power may mutually
agree.
7. No Pledge or Assignment. This Agreement is personal to each of the
parties hereto and neither party may assign nor delegate any of the
rights or obligations hereunder without first obtaining a written
consent of the other party.
8. Governing Law. Minnesota Power and Employee agree that this Agreement
shall be governed by the laws of the state of Minnesota.
IN WITNESS WHEREOF, Minnesota Power has caused this Agreement to be
executed by its duly authorized officer and the Employee has hereunto set his
signature as of the day and year first written above.
Chairman of the Board Employee
Arend J. Sandbulte R.D. Edwards
- ---------------------------------- ---------------------------------------
Signature Signature
5-23-95 5-23-95
- ---------------------------------- ---------------------------------------
Date Date