Exhibit 10.1
EMPLOYMENT AGREEMENT
THISEMPLOYMENTAGREEMENT ("Agreement")ismadeandenteredintoeffectiveas of the 16thday of July 2026("Effective Date"), by and between Basin Electric Power Cooperative ("Employer")and Todd Brickhouse ("Employee").
ThisAgreement replaces andsupersedes theEmployment Agreement enteredbetween the Employer and Employee dated the 22ndday of December 2025.
In consideration of the mutual covenants contained in this Agreement, Employer and Employee agree as follows:
ARTICLE1.
EMPLOYMENT,TERM,ANDROLE
1.1 Employment.Employer agrees to employ Employee, and Employee agrees to employment by Employer on theterms and conditions contained inthis Agreement.
1.2 Term.Employee's employment pursuant to this Agreement shall be effective as of the EffectiveDatethroughDecember 31,2028("Term") unlessearlierterminatedinaccordance with Article 3.
1.3 Role.Employee shall serveEmployer asChiefExecutive Officer andGeneralManager. Employee is the senior executive officer of the Employer and the Employer's wholly owned subsidiaries.Employee may serveasi)anexecutive officer ordirector ofotherentitiesownedin partbytheEmployerandii)anofficerordirector ofotherentitiestheEmployer conductsbusiness with or is associated with for utility industry activities (i andii collectively "Affiliates").
1.4 Responsibilities.Employeeisresponsible totheBoardofDirectors oftheEmployer and willdirectly report tothePresident oftheEmployer's Board ofDirectors. Employee shallperform allduties of this Role prescribed by the bylaws of the Employer and as reasonably assigned by the Board of Directors, which duties shall include strategic and long-term planning for, and oversight of the day-to-day operations of Employer.
Employee agrees todevote substantially allhisbusiness timeandeffort tocarrying outtheRole and Responsibilities under this agreement. To the extent such activities do not conflict with Employee's Role andResponsibilitiesunder this agreement, Employee ispermitted toserve on civic, charitable, religious or educational boards, committees, and foundations.Employee may serve on the board of directors of business entities by obtaining the prior written consent of the President of the Employer's Board of Directors.
ARTICLE2.
COMPENSATIONANDBENEFITS
2.1 Salary.Forallservices renderedbyEmployee underthisAgreement Employershallpay Employee a Salary atthe rate of $1,750,000 per year less required withholdings inaccordance with Employer's normal payroll cycle. From the Effective Date through July 25, 2026, Employeewill becompensatedattheSalaryineffectimmediatelypriorto the EffectiveDate. DuringtheTermofthisAgreement, Employee's Salarymaybereviewedforpossibleincrease by theBoard ofDirectors, and theterm Salary shall thereafter refer to the Salary so increased.
2.2 Incentive Compensation. Employee is eligible to participate in short- and long-term Incentive Compensation plans as approved by the Board of Directors.
2.3 Deferred Compensation.On each anniversary date of Employee's employment with Employer, inaddition to the amounts to bepaid toEmployee pursuant to Section 2.1,Employer will make a payment of $50,000 to the Basin Electric Power Cooperative Executive Deferred Compensation Plan for the benefit of Employee.
2.4 VacationandSickLeave.Employeewillaccrue vacation andsickleaveinaccordance andconsistent withEmployer's policies asifEmployee hadbegunemployment withEmployer in August 2000.
2.5 Business Expenses and Spousal Travel.Employer will reimburse Employee for reasonable expenses incurred in the conduct of Employer or Affiliates' business. Employer assumes no obligation to reimburse Employee for expenses that are not in compliance with Employer's policies ontravelandexpenses, which policies may bemodified from time to time in Employer's discretion.
Notwithstanding theEmployer's policies ontravelandexpenses, Employee's spousemay travel with Employee during the Employee's conduct of business onbehalf of Employer andAffiliates, andEmployer willreimburse Employee forreasonable expenses associated withspousal travel. In the event Employee or Employee's spouse incurs a tax liability related to spousal travel on Employer-ownedaircraft, Employer willreimburse Employee for any resulting tax liability. Inthe eventEmployee incursexpenses orataxliabilityrelatedtospousal traveloncommercial aircraft, Employer will reimburse Employee.
2.6 Benefits.Employee shall be entitled to receive such benefits as Employee is eligible under the terms of Employer's existing and future benefit plans. All benefits, including eligibility andparticipation requirements, aresubjecttothetermsoftheapplicable benefitplandocuments.
ARTICLE 3.
TERMINATION
3.1 Resignation.Employee may resign Employee's employment with or without Good Reason (asdefined below) by written notice ofresignation totheBoard ofDirectors ofEmployer effective 30 days after receipt of such notice by the Board of Directors. In the event Employee resignsemploymentforGoodReason,EmployeeshallbeentitledtoSalaryandBenefitsspecified in Article 4.4. Upon resignation of employment by Employee without Good Reason, Employer may elect to accelerate Employee's resignation date, inwhich case Employee will no longer be entitled to Salary after Employee's last day worked. "Good Reason" shall be the failure by Employer tocomply withtheprovisions ofArticle2oramaterialbreachbyEmployer ofany other provisions ofthis Agreement, which failure orbreach shall continue for more than 30 days after the date on which the Board of Directors of Employer receives written notice of such failure or breach.
3.2 TerminationWithoutCause.EmployermayterminateEmployee'semploymentwithout Cause by a majority vote of the Board of Directors of Employer, effective immediately upon delivery of written notice of such termination to Employee, and Employee shall be entitled to Salary and Benefits specified in Article 3.4.
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3.3 TerminationForCause.EmployermayimmediatelyterminateEmployee'semployment by amajority vote oftheBoard ofDirectors ofEmployer for Cause by written noticetoEmployee setting forth in reasonable detail the nature of such Cause. Only the following shall constitute "Cause" for such termination:disregard ofEmployer policies andprocedures whichisnot cured, if curable, within 30 days after written notice is delivered to Employee or such violation recurs after such written notice and opportunity to cure has been provided; intentional and willful misconduct that may subject the Employer to criminal or civil liability; gross incompetence; insubordination, dishonesty; conviction of or plea of nolo contendere to a felony or to a misdemeanor involving moral turpitude; commission ofanact ofembezzlementorfraud against Employer orAffiliates; orEmployee's failuretofulfillanyothercontractual requirement oranyjob responsibilitydelegated toEmployee pursuant toArticles1.3and1.4whichisnotcuredwithin30 days after writtennoticeisdelivered to Employee or such failure recurs after such written notice and opportunity to cure has been provided.
3.4 Termination Payments. In the event of termination of Employee’s employment by Employer without Cause or by Employee with Good Reason, Employee shall be entitled to the following: i) Employer shall continue to pay Employee’s salary for a one-year period immediately following the date of termination at the rate in effect on the date of termination. Payment of such salary shall be made on the same periodic basis as salary payments would have been made to Employee had he not been terminated. Other than such salary, no other benefits will accrue or be paid during this period except thatii) Employer shall pay Employee for Incentive Compensation earned from the prior year that has not been paid by Employer to Employee as of the date of termination. iii) Employer shall also reimburse Employee for the premiums paid by Employee for medical insurance for Employee available pursuant to the Consolidated Omnibus Budget Reconciliation Act (commonly referred to as COBRA) during this one-year period, except that Employer’s obligation to reimburse Employee for the premiums for such medical insurance shall cease if Employee becomes eligible for such coverage by virtue of his employment with another company or entity during this one year period. In the event that Employee becomes employed in any capacity during the one-year period immediately following the date of termination, Employer’s obligation to pay Employee’s salary pursuant to this Article 3.4 shall be reduced by the amount of Employee’s compensation at the new employer which information Employee will provide Employer, provided, however, if Employee becomes employed by any other generation and transmission cooperative in the Role of Chief Executive Officer, General Manager, president, or senior executive officer during the one year period immediately following the date of termination, Employer’s obligation to continue to pay Employee’s salary shall cease on the effective date of such employment.
In the event of termination of Employee’s employment by Employer for Cause, Employer will pay Employee for i) services rendered prior to the date of termination, ii) any accrued but unused vacation, and iii) properly documented unreimbursed Business Expenses.
3.5 TerminationforDeathorDisability.ThisAgreementshallterminate automaticallyupon Employee's deathandshallalsoterminate inaccordance withEmployer's standard policies and applicable law in the event of Employee's disability.
ARTICLE4.
RESTRICTIVECOVENANTS
4.1 Confidentiality.Employee agrees that at all times during Employee's employment and following the conclusion of Employee's employment pursuant to Article 4,Employee will hold in strictest confidence andnot disclose Confidential Information (as defined below) toanyone who
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isnot also an employee oftheEmployer or toany employee of theEmployer who doesnot also haveaccesstosuchConfidentialInformation,withoutexpresswrittenauthorizationofthe PresidentoftheBoardofDirectors.
a. "ConfidentialInformation" shall mean any trade secrets orEmployer proprietary information, including but not limitedtomanufacturing techniques, processes, formulas, customer lists,inventions, experimental developments, research projects, operating methods, cost, pricing, financial data, business plansandproposals, data andinformation theEmployer receives inconfidence from any other party, or any other secret or confidential matters oftheEmployer. Additionally,Employee willnot use any Confidential Information for Employee's ownbenefit or to thedetriment of theEmployer during Employee's employment or thereafter. Employee alsocertifies that employment with theEmployer does not andwillnot breach any agreement or dutythatEmployee owestoanyoneconcerning confidential informationbelongingto others.
Employee affirms thathehassignedandagreestoabidewiththeEmployer's standardSecrecy Agreement.
4.2 Non-disparagement.EmployeeshallnotdisparagetheEmployer oranyofitsdirectors, officers,agents,oremployees toanythirdpartyandEmployer agreesnottodisparageEmployee to any third party. Employer and Employee agree that internal employee performance reviews and evaluations do not constitute "disparagement" for purposes of this Section 4.1.
4.3 Non-compete.Employee agrees that for aperiod ofone year fromEmployee's lastday of employment with Employer that Employee will not seek or accept employment with any member cooperative of the Employer.
ARTICLE5.
GENERALPROVISIONS
5.1 Waiver,Modification orAmendment.Nowaiver, modification, oramendment of any term,conditionorprovisionofthisAgreementshallbevalidorofanyeffectunlessmadeinwriting, signed by the party to be bound or its duly authorized representative, and specifying with particularitythenatureandextentofsuchwaiver,modification, oramendment. Anywaiverbyany party of any default of the other shallnot affect orimpair any right arising from, any subsequent default. Nothing in this Agreement shall limit the rights and remedies of the parties under this Agreement,except as set forth in this Agreement.
5.2 Entire Agreement.ThisAgreement incorporates theentireunderstanding between the parties as to its subject matter and replaces and supersedes all prior inducements, understandings, and agreements between the parties-with the express understanding that Employee's Secrecy Agreement, attached asExhibit B, remains in fullforce andeffect. Further, other than stated in this Agreement, Employee has been offered no oral or written promises, inducements,orrepresentations,andEmployeeexecutesthisAgreement withoutrelianceonany oral or written promises, inducements, or representations other than those set forth in this Agreement. This Agreement may not be canceled, modified, or otherwise changed except by another written agreement signed by Employee and Employer. Employee and Employer represent thateachhasfulllegalauthority toenterintothisAgreement andhashadareasonable andadequate opportunityto consult with counsel regarding theeffect ofthis Agreement.
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5.3 InterpretationAndSeverability.TheprovisionsofthisAgreementshallbeappliedand interpretedina mannerconsistentwith each otherso as to carryout the purposeandintentof the parties. If for any reason a provision is determined to be unenforceable or invalid, such provision or such part as may be unenforceable or invalid shall be deemed severed from this Agreement and replaced by another provision which, being valid and enforceable, most closely represents the original intentions of the parties. The Agreement as so modified shall be carried out with thesameforce andeffect asif thesevered andreplaced provisionor parthadnot been a part of this Agreement.
5.4 Notices.All notices and other communications required or permitted under this Agreement shall be inwriting andsenteither by certified first class mail(postage prepaid) orby email:
IftoEmployer:
WaynePeltier,PresidentBoardofDirectors
Email Address: [***]
IftoEmployee:
ToddBrickhouse
Email Address: tbrickhouse@bepc.com
5.5 Captions.TheheadingsinthisAgreement areforconvenience ofreference only anddo not affect the interpretation of this Agreement.
5.6 Counterparts.ThisAgreementmaybeexecutedintwoormorecounterparts,allofwhich shallbeconsidered oneandthesame agreementandshallbecome effective whenoneormore counterparts havebeen signedbyeachoftheparties anddelivered totheotherparty. Electronic signatures arepermissible forpurposes ofanything inthisAgreement thatrequires a signature.
5.7 Choice of Law and Exclusive Forum.This Agreement shall be construed and determined according to thelawsofthe State of North Dakota, thelocationof the headquarters ofEmployer.AnydisputesarisingoutofthisAgreementshallbedeterminedexclusivelybyastate orfederalcourtofappropriatejurisdictioninNorthDakota.Thepartiesacknowledgetheexistence ofsufficient contacts withtheState ofNorthDakota toconfer jurisdiction uponcourtsinthe state of North Dakota.
5.8 Successors AndAssigns.ThisAgreement shallbebindinguponandshallinuretothe benefit of the parties and their respective heirs, representatives, successors, and assigns; provided, however, that the obligations of Employee under this Agreement are personal to Employee and,consequently, Employee maynotassignorotherwise transfer anyofEmployee's obligations under this Agreement. Employer may assign allits rights and obligations under this Agreement to an affiliate of Employer, a successor of Employer, or any third party which purchases substantially all of Employer's assets, and in the event of such an assignment, Employee agrees that Employee will continue to honor Employee's obligations under this Agreement for the benefit of such assignee of Employer.
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INWITNESS WHEREOF,thepartiesheretohaveexecutedthisAgreement:
| EMPLOYER: BASIN ELECTRIC POWER COOPERATIVE | EMPLOYEE: TODD BRICKHOUSE | ||||||||||||||||
| By: /s/ Wayne Peltier | By: /s/ Todd Brickhouse | ||||||||||||||||
| Its: Wayne Peltier, President Board of Directors | |||||||||||||||||
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