SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
IDACORP, INC. AND IDAHO POWER
COMPANY
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by
/ / Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
MAY 5, 1999,11, 2000, AT BOISE, IDAHO
March 23, 199930, 2000
TO THE SHAREHOLDERS OF IDACORP, INC. AND IDAHO POWER COMPANY:
Notice is hereby given that the Joint Annual Meeting of Shareholders of
IDACORP, Inc. ("IDACORP") and Idaho Power Company ("Idaho Power") will be held
on May 5,
199911, 2000 at 2:10:00 p.m.a.m. local time at the Boise Centre on the Grove, 850
West Front Street, Boise, Idaho, for the following purposes:
1. to elect twelvethree Directors of IDACORP with terms ranging from one to three
years and four Directors of Idaho Power for a three year term;
2. to amend certain Articles of Idaho Power's Restated Articles of Incorporation
to conform with Idaho law and the amended Bylaws of Idaho Power (Idaho Power
shareholders only);
3. to approve the IDACORP 2000 Long-Term Incentive and Compensation Plan
(IDACORP shareholders only);
4. to ratify the selection of Deloitte & Touche LLP as independent auditor for
IDACORP and Idaho Power for the fiscal year ending December 31, 1999;2000; and
3.5. to transact such other business that may properly come before the meeting and
any adjournment or adjournments thereof.
All shareholders of record at the close of business on March 22, 2000 are
entitled to notice of the meeting. Common shareholders of record of IDACORP and
Idaho Power and holders of Idaho Power 4% Preferred Stock and 7.68% Series,
Serial Preferred Stock at the close of business on March 16, 1999,22, 2000, are entitled to notice of and
to vote at the meeting.
All shareholders are cordially invited to attend the Joint Annual Meeting in
person. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE RETURN YOUR PROXY PROMPTLY. It
is important that your shares be represented at the meeting. Please mark, sign,
date and return the accompanying proxy, regardless of the size of your holdings,
as promptly as possible. A self-addressed postage prepaid envelope is enclosed
for you to return the proxy card. Any shareholder returning a proxy card who
attends the meeting may vote in person by revoking that proxy prior to or at the
meeting.
By Order of the Boards of Directors
Robert W. Stahman
Corporate Secretary
TO SHAREHOLDERS WHO RECEIVE MULTIPLE PROXIES
IF YOU OWN IDACORP COMMON STOCK OR IDAHO POWER PREFERRED STOCK OTHER THAN THE
SHARES SHOWN ON THE ENCLOSED PROXY, YOU WILL RECEIVE A PROXY IN A SEPARATE
ENVELOPE FOR EACH SUCH HOLDING. PLEASE EXECUTE AND RETURN EACH PROXY RECEIVED.
JOINT PROXY STATEMENT
IDACORP, Inc.
Idaho Power Company
1221 West Idaho Street
P.O.P. O. Box 70
Boise, Idaho 83707-0070
INTRODUCTION
On October 1, 1998, pursuant to an Agreement and Plan of Exchange dated as of
February 2, 1998 between IDACORP, Inc. ("IDACORP") and Idaho Power Company
("Idaho Power"), the outstanding shares of common stock of Idaho Power were
exchanged automatically on a share-for-share basis for common shares of IDACORP,
and IDACORP thereby became the holding company for Idaho Power.
As a result of the holding company formation on October 1, 1998, IDACORP
holds 100% of the issued and outstanding shares of common stock of Idaho Power
and approximately 92% of the total voting power of Idaho Power. The outstanding
shares of Idaho Power's preferred stock were unchanged by the mergerholding company
formation and continue to be outstanding shares. Holders of voting preferred
stock of Idaho Power hold approximately 8% of Idaho Power's total outstanding
voting power.
GENERAL INFORMATION
This Joint Proxy Statement and the accompanying form of proxy will first be
sent to shareholders on or about March 23, 199930, 2000 and are provided to the
shareholders of IDACORP and Idaho Power in connection with the solicitation of
proxies on behalf of the Boards of Directors of IDACORP and Idaho Power for use
at their joint annual meetingJoint Annual Meeting of shareholders and any adjournments or
postponements thereof. The joint annual meetingJoint Annual Meeting is scheduled to be held on
May 5, 1999,11, 2000, at 2:10:00 P.M.a.m., local time, at the Boise Centre on the Grove, 850
West Front Street, Boise, Idaho.
COST AND METHOD OF SOLICITATION
The cost of soliciting proxies will be paid by IDACORP and Idaho Power. In
order to be assured that a quorum of outstanding shares will be represented at
the meeting, proxies may be solicited by officers and regular employees of
IDACORP or Idaho Power, personally or by telephone, telegraph, fax or mail,
without extra compensation. In addition, the solicitation of proxies from
brokers, banks, nominees and institutional investors will be made by Beacon Hill
Partners, Inc., at a cost of approximately $3,500 plus out-of-pocket expenses.
IDACORP and Idaho Power will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for their expenses in sending proxy
materials to beneficial owners.
MATTERS TO BE VOTED UPON
As of March 23, 1999,30, 2000, the only known business to be presented at the 1999 joint
annual meeting2000
Joint Annual Meeting of shareholders is as follows: Shareholders of IDACORP will
vote on (1) the election of three Directors forof IDACORP, (2) the approval of the
IDACORP 2000 Long-Term Incentive and Idaho PowerCompensation Plan and (2)(3) the ratification
of the appointment of Deloitte & Touche LLP as independent auditors of IDACORP andIDACORP.
Shareholders of Idaho Power forwill vote on (1) the fiscal year ending
December 31, 1999. If any other matter requiring a voteelection of shareholders should
arise, it isthree Directors of
Idaho Power, (2) the intentionamendment of Idaho Power's Restated Articles of
Incorporation and (3) the ratification of the persons named in the proxy to vote on such
matters in accordance with their best judgment.appointment of Deloitte & Touche
LLP as independent auditors of Idaho Power. See "Other Business."
RECORD DATE
The Boards of Directors have fixed March 16, 1999,22, 2000, as the date for the
determination of shareholders of IDACORP and Idaho Power entitled to notice of
and to vote at the meeting. Only shareholders of record at the close of business
on March 16, 199922, 2000 will be entitled to vote at the meeting.
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VOTING SECURITIES
The outstanding voting securities of IDACORP as of the record date for the
meeting are 37,612,351 shares of common stock, no par value, each share being
entitled to one vote.
The outstanding voting securities of Idaho Power as of the record date for
the meeting are as follows: 37,612,351 shares of common stock, $2.50 par value,
held by IDACORP, each share being entitled to one vote; 159,635157,601 shares of 4%
Preferred Stock, $100 par value, each share being entitled to twenty votes; and
150,000 shares of 7.68% Series, Serial Preferred Stock, $100 par value, each
share being entitled to one vote. The aggregate voting power of outstanding
voting securities for Idaho Power is 40,955,05140,914,371 votes.
VOTING
Shareholders representing a majority of the voting power of each company must be
represented at the meeting, in person or by proxy, to constitute a quorum for
transacting business.
Under the Idaho Business Corporation Act, a majority of the votes entitled
to be cast on a matter by a voting group constitutes a quorum of that voting
group for action on that matter. Assuming a quorum of each company is present,
the following votes are required for approval of each proposal at the Joint
Annual Meeting;Meeting:
(i) Proposal No. 1--directors of IDACORP and Idaho Power are elected by
the affirmative vote of a plurality of the votes cast by the shares entitled
to vote in the election of directors for that company; and (ii) Proposal No. 2--the selection of auditor is
ratified where the votes cast within the voting group favoring ratification
exceed the votes cast opposing ratification for that company. With respect to the election of directors, votesVotes may be cast in
favor or withheld; votes that are withheld will have no effect on the
results.
(ii) Proposal No. 2--the amendment of Idaho Power's Restated Articles of
Incorporation by Idaho Power shareholders requires the affirmative vote of
four-fifths of the Idaho Power shares entitled to vote at the meeting. The
voting group consists of (i) the outstanding common shares of Idaho Power,
all of which are held by IDACORP and will be voted for the amendments and
which constitute in excess of four-fifths of the shares entitled to vote at
the meeting, (ii) the outstanding shares of 4% Preferred Stock and
(iii) the outstanding shares of the 7.68% Series, Serial Preferred Stock,
all voting as one group. An abstention or broker non-vote will have the
effect of a vote against the proposal.
(iii) Proposal No. 3--the approval of the IDACORP 2000 Long-Term
Incentive and Compensation Plan by IDACORP shareholders, for New York Stock
Exchange purposes, requires the affirmative vote of a majority of the
IDACORP votes cast, provided that the total votes cast represent over 50% in
interest of all securities entitled to vote on the Plan. Under the laws of
the State of Idaho, the Plan is approved if the votes cast in favor of the
Plan exceed the votes cast opposing the Plan. Abstentions and broker
non-votes, if any, will have no effect on the results, provided that the
total votes cast represent over 50% in interest of all securities entitled
to vote on the Plan.
(iv) Proposal No. 4--the ratification of the selection of an independent
auditor for IDACORP and Idaho Power is approved where the votes cast within
the voting group in favor exceed the votes cast opposing ratification for
that company.
If no direction is given by a shareholder, proxies received will be voted
FOR Proposal No. 1, election of management's nominees for Directors, FOR
Proposal No. 2, amendment of the Idaho Power Restated Articles of Incorporation
(Idaho Power shareholders only), FOR Proposal No. 3, approval of the IDACORP
2000 Long-Term Incentive and Compensation Plan (IDACORP shareholders only), and
FOR Proposal No. 2,4, ratification of the selection of Deloitte & Touche LLP as
independent auditor for the fiscal year 1999.2000.
A proxy may be revoked at any time before it is voted at the meeting. Any
shareholder who attends the meeting and wishes to vote in person may revoke his
or her proxy by oral notice at that time. Otherwise, revocation of a proxy must
be mailed to the Secretary of IDACORP or Idaho Power at 1221 West Idaho Street,
Boise, Idaho 83702-5627, and received prior to the meeting.
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SECRET BALLOT
It is the policy of IDACORP and Idaho Power that all proxy cards and ballots
for the joint annual meetingJoint Annual Meeting that identify shareholders, including employees,
are to be kept secret, and no such document shall be available for examination
nor shall the identity and vote of any shareholder be disclosed to IDACORP or
Idaho Power representatives or to any third party. Proxy cards shall be returned
in envelopes addressed to the independent tabulator who receives, inspects and
tabulates the proxies. Individual voted proxies and ballots are not seen by nor
reported to IDACORP or Idaho Power except (i) as necessary to meet applicable
legal requirements, (ii) to allow the independent election inspectors to certify
the results of the shareholder vote, (iii) in the event of a matter of
significance where there is a proxy solicitation in opposition to the Board of
Directors, based upon an opposition proxy statement filed with the Securities
and Exchange Commission, or (iv) to respond to shareholders who have written
comments on their proxies.
1. ELECTION OF DIRECTORS
IDACORP's and Idaho Power's Boards of Directors each consist of the same 1311
members. Mr. Soulen, who has served as a Director of Idaho Power since 1971,
will retire from the IDACORP and Idaho Power Boards at the joint annual meeting
having reached the mandatory retirement age of 70. We are thankful
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for the many years of dedicated and thoughtful service Mr. Soulen has provided
to Idaho Power and IDACORP. With the retirement of Mr. Soulen, the number of
Board members will become 12. IDACORP's Articles of Incorporation, as amended, provide that at the first Annual Meeting of Shareholders following the formation
of the Corporation, the Board of Directors shall be divided into three classes
as nearly equal in number as possible with the first class having a term of one
year, the second class having a term of two years and the third class having a
term of three years. Idaho Power's
Restated Articles of Incorporation, as amended, provide that Directors be
elected for three-year terms with approximately one-third of the Board of
Directors to be elected at each annual meeting of Shareholders. Atshareholders. The three
Directors standing for election for the 1999 joint annual meeting, IDACORP shareholders
will elect Directors for periods of one, two and three years with the terms
corresponding to those terms served by each as a Director of Idaho Power. The
initial classesPower Boards of
Directors at the 2000 Joint Annual Meeting are identified below as nominees for
IDACORP will be constituted as follows: One
yearelection with term expiring in 2000--Peter T. Johnson, Joseph W. Marshall, Peter S.
O'Neill, Jan B. Packwood; two years with term expiring in 2001-- Rotchford L.
Barker, Robert D. Bolinder, Jon H. Miller, Robert A. Tinstman; three years with
term expiring in 2002--Robert L. Breezley, John B. Carley, Jack K. Lemley,
Evelyn Loveless. At the 1999 joint annual meeting, Idaho Power shareholders will
elect four Directors to the Board of Directors for a three-year termterms to expire in 2002--Robert L. Breezley, John B. Carley, Jack K. Lemley, Evelyn Loveless.the year 2003. All nominees are currently
Directors of IDACORP and Idaho Power.
Unless otherwise instructed, proxies received will be voted in favor of the
election of the Director nominees of the appropriate company. While it is not
expected that any of the nominees will be unable to qualify for or accept
office, if for any reason one or more shall be unable to do so, the proxies will
be voted for nominees selected by the appropriate Board of Directors.
EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ITS NOMINEES
LISTED BELOW.
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IDACORP AND IDAHO POWER
NOMINEES FOR ELECTION
TERMS EXPIRE 2003
PETER T. JOHNSON
Private Investor; former Administrator of the Bonneville Power
Administration (1981-1986); director of Standard Insurance Company; director and
Chairman of the Board of Ida-West Energy Company; director of Idaho Power since
1993 and IDACORP since 1998.
Age 67
PETER S. O'NEILL
President, O'Neill Enterprises Inc. (since 1990); director of Building
Materials Holding Corporation; director of IDACORP Financial Services, Inc.;
director of Idaho Power since 1995 and IDACORP since 1998.
Age 63
JAN B. PACKWOOD
President and Chief Executive Officer of Idaho Power and IDACORP (since
1999); formerly President and Chief Operating Officer (1997-1999); Executive
Vice President (1996-1997) and Vice President--Bulk Power (1989-1996) of Idaho
Power; director and President of Idaho Energy Resources
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Company; director of IDACORP Financial Services, Inc.; director of Ida-West
Energy Company; director of IDACORP Services Co.; director of IDACORP
Technologies, Inc; director of Idaho Power since 1997 and IDACORP since 1998.
Age 56
IDACORP AND IDAHO POWER
CONTINUING DIRECTORS
TERMS EXPIRE 2002
ROGER L. BREEZLEY
Private Investor; formerly a director (1983-1995), Chairman of the Board
(1987-1994) and Chief Executive Officer (1987-1993) of U.S. Bancorp; Chairman of
the Board and director of Applied Power Corporation; President and director of
IDACORP Technologies, Inc.; director of Idaho Power since 1993 and IDACORP since
1998.
Age 6061
JOHN B. CARLEY
Director of Albertsons, Inc; formerly Chairman of the Executive Committee of
the Board of Directors (1998) of
Albertson's, Inc.; formerly(1998- 1999), President (1984-1996) and Chief Operating
Officer (1990-1996) of Albertson's,Albertsons, Inc.; director of Boise Cascade Office
Products Co.; director of Idaho Power since 1990 and IDACORP since 1998.
Age 6566
JACK K. LEMLEY
Director of Lemley & Associates, Inc. (since 1987), director and Chairman of
the Board and Chief Executive Officer of American Ecology Corp. (Since 1995);
director of Applied Power Corporation; director of IDACORP Technologies, Inc.;
director of Idaho Power since 1995 and IDACORP since 1998.
Age 6465
EVELYN LOVELESS
Chief Executive Officer (since 1992) and a director of Global, Inc.;
director of KeyFarmers & Merchants Bank of Idaho (since 1993)1999); formerly President of
Global, Inc. (1989-1992); director of Idaho Power since 1987 and IDACORP since
1998.
Age 65
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66
IDACORP NOMINEES FOR ELECTIONAND IDAHO POWER
CONTINUING DIRECTORS
TERMS EXPIRE 2001
ROTCHFORD L. BARKER
Director, American Ecology Corporation (since 1996), Member and former
director Chicago Board of Trade; director of Idaho Power and IDACORP since 1999.
Age 6263
ROBERT D. BOLINDER
President of Robert D. Bolinder Associates; director of Hannaford Bros.
Co. Inc.; director and Executive Vice President--Corporate Development and
Planning of Smith's Food & Drug Centers, Inc. (1988-1998),(1988-1996). director of Idaho
Power since 1980 and IDACORP since 1998.
Age 6768
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JON H. MILLER
Chairman of the Board of IDACORP and Idaho Power since 1999; Private
Investor; formerly President and Chief Operating Officer (1978-1990) and a
director (1977-1990) of Boise Cascade Corporation; director of Specialty
PaperboardFibermark
Corporation; director and Chairman of the Board of Ida-West Energy Company; director of Idaho Power since
1988 and IDACORP since 1998.
Age 6162
ROBERT A. TINSTMAN
Former President and Chief Executive Officer (1995-1999) and director
(1995-1999) of Morrison Knudsen Corporation; director of Home Federal Savings &
Loan; Chairman of Contractorhub.com; director of Idaho Power and IDACORP since
1999.
Age 52
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IDACORP NOMINEES FOR ELECTION
IDAHO POWER CONTINUING DIRECTORS
TERMS EXPIRE 2000
PETER T. JOHNSON
Private Investor; former Administrator of the Bonneville Power Administration
(1981-1986); director of Standard Insurance Company; director of Ida-West Energy
Company; director of Idaho Power since 1993 and IDACORP since 1998.
Age 66
JOSEPH W. MARSHALL
Chairman of the Board and Chief Executive Officer of Idaho Power (since 1989)
and IDACORP (since 1998); director and President of Idaho Energy Resources
Company; director of Ida-West Energy Company; director of Idaho Power Resources
Corporation; director of Idaho Power since 1989 and IDACORP since 1998.
Age 60
PETER S. O'NEILL
President, O'Neill Enterprises Inc. (since 1990); director of BMC West
Corporation; director of IDACORP Financial Services, Inc.; director of Idaho
Power since 1995 and IDACORP since 1998.
Age 62
JAN B. PACKWOOD
President and Chief Operating Officer of Idaho Power (since 1997) and IDACORP
(since 1998); formerly Executive Vice President (1996-1997) and Vice
President-Bulk Power (1989-1996) of Idaho Power; director and Vice President of
Idaho Energy Resources Company; director of Stellar Dynamics, Inc.; director of
IDACORP Financial Services, Inc.; director of IDACORP Energy Solutions Co.;
director of Idaho Power since 1997 and IDACORP since 1998.
Age 55
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53
MEETINGS OF THE BOARDS AND COMMITTEES
The IDACORP Board of Directors held two meetings in 1998 while theand Idaho Power Board of Directors held six meetings during 1998. All Directors attended at
least 75 percent of the total meetings of the Board of Directors and all
committees of which they were members.in 1999.
The average attendance during 19981999 at all meetings of the Boards and all
meetings of the committees of the Boards was 96.995 percent. Mr. Carley attended
fewer than 75 percent of all regular and applicable committee meetings in 1999.
The Committees of each of IDACORP and Idaho Power are the Executive
Committee, the Audit Committee, the Compensation Committee and the Investment
Committee. As
to IDACORP, these Committees were first formed in September of 1998. The members of the Committees are the same individuals for both
IDACORP and Idaho Power. In 1999, IDACORP has two committeeshad one committee which Idaho Power
does not have--the Committee of Outside Directors and the Planning Committee. Idaho Power has a Finance
Committee which IDACORP does not have.Directors. Board committees, their
membership during 19981999 and a brief statement of their principal responsibilities
are presented below.
EXECUTIVE COMMITTEE
The Executive Committees act on behalf of the Boards of Directors of IDACORP
and Idaho Power, as applicable, when the respective Boards are not in session,
except on those matters which require action of the full Boards. Members of the
Committee are Jan B. Packwood (Chairman), Robert D. Bolinder, (Chairman), John B. Carley,
Joseph W. Marshall,Jack K. Lemley and Jon H. Miller and Gene C. Rose.Miller. During 1998,1999, the Idaho Power Executive Committee met one time.did not
meet.
AUDIT COMMITTEE
The Audit Committees of IDACORP and Idaho Power assist the Boards of
Directors in fulfilling oversight responsibilities by reviewing the financial
information which will be provided to the shareholders and others, the systems
of internal controls which management and the Boards have established, the audit
process and services provided by the independent auditors, the plans and
activities of the Internal Audit Department and the conducting of business under
the Business Conduct Guide. Members of the Committee are Gene C. Rose (chairman)Jack K. Lemley
(Chairman), Rotchford L. Barker, Robert D. Bolinder and Peter T. JohnsonJohnson. During
1999, the IDACORP and Jack K. Lemley. During 1998, the Idaho Power Audit Committee met five times and the IDACORP Audit Committee met twofour times.
COMPENSATION COMMITTEE
The Compensation Committees of IDACORP and Idaho Power assist the Boards of
Directors in discharging duties and responsibilities regarding management of the
total compensation philosophy, total compensation programs for executives,
senior managers and employees, and all other compensation-related matters which
properly come before the Boards of Directors. Members of the Committee are John
B. Carley (chairman)(Chairman), Peter T. Johnson, Evelyn Loveless and Peter S. O'Neill.
During 1998,1999, the IDACORP and Idaho Power Compensation Committee met three times and the
IDACORP Compensation Committee met one time.times.
5
INVESTMENT COMMITTEE
The Investment Committees of IDACORP and Idaho Power assist the Boards of
Directors in fulfilling oversight responsibilities to participants and
beneficiaries under the Retirement Plan and to shareholders by reviewing Plan
design, formulating investment philosophies and establishing investment
policies, establishing performance measurement objectives and benchmarks,
monitoring the performance of investment managers, trustees, independent
consultants and consulting actuaries to the Plan, reviewing sufficiency of Plan
assets to cover liabilities and reviewing compliance with all applicable laws
and regulations 7
pertaining to the Plan. Members of the Committee are Jon H. Miller (chairman)Robert D.
Bolinder (Chairman), Roger L. Breezley, Phil Soulen andJon H. Miller, Jan B. Packwood.Packwood and
Robert A. Tinstman. During 1998,1999, the IDACORP and Idaho Power Investment
Committee met three times and the IDACORP Investment Committee met
one time.two times.
COMMITTEE OF OUTSIDE DIRECTORS
In September of 1998, the IDACORP Board formed a Committee of Outside
Directors. The primary function of the Committee of Outside Directors is to
review and evaluate the performance of the Chief Executive Officer and to
establish individual and corporate goals and strategies relating to the Chief
Executive Officer. It also acts as a nominating committee to review and make
recommendations to the Board of Directors for Director candidates to fill Board
vacancies and considers shareholder nominees for the Board of Directors for whom
timely written resumes are received no earlier than 90 days, and no later than
60 days, prior to the annual meeting. Members of the Committee are all members
of the IDACORP Board of Directors who are not officers or employees or former
officers of IDACORP or one of its subsidiaries. During 1998, the Committee of
Outside Directors met two times.
PLANNING COMMITTEE
In September of 1998, the IDACORP Board formed a Planning Committee. The primary
function of the Planning Committee is to review the strategic plan of IDACORP
including its subsidiaries. Members of the Committee are
Rotchford L. Barker, Robert D. Bolinder, Roger L. Breezley, John B. Carley,
Joseph
W. Marshall,Peter T. Johnson, Jack K. Lemley, Evelyn Loveless, Jon H. Miller, Peter S.
O'Neill and Jan B. Packwood.Robert A. Tinstman. During 1998,1999, the Planning Committee met two times.
FINANCE COMMITTEE
The Finance Committee of Idaho Power has authority to authorize and approve the
issuance and sale or contract for the sale of debt securities and/or the call
for redemption of debt securities of Idaho Power. Members of the Committee are
Joseph W. Marshall (chairman), Robert D. Bolinder, John B. Carley and Jon H.
Miller. During 1998, the Finance CommitteeOutside Directors
met one time.
TRANSACTIONsix times.
TRANSACTIONS WITH MANAGEMENT
See COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION for
additional information regarding Mr. O'Neill.
2. AMENDMENT OF IDAHO POWER
RESTATED ARTICLES OF INCORPORATION
The Board of Directors of Idaho Power Company unanimously recommends that
the shareholders of Idaho Power Company approve certain amendments to the
Company's Restated Articles of Incorporation, as amended (the "Charter"). These
changes will conform certain provisions in the Charter to the laws of the State
of Idaho and to the amended Bylaws of Idaho Power. The Board of Directors
unanimously approved the Charter amendments at its meeting on January 20, 2000,
subject to approval by the shareholders. Approval of the Charter amendments will
also constitute approval of the Bylaw amendments to the extent required by Idaho
law.
The Charter amendments are as follows (additions are underlined and
deletions are in brackets):
ARTICLE 4. DIRECTORS. (a) The number of directors constituting the
Board of Directors of the Corporation shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by
affirmative vote of [two-thirds of the Continuing Directors (as defined in
Article 8 of the Restated Articles of Incorporation)] A MAJORITY OF THE
DIRECTORS, but the number of directors shall be no less than 9 and no
greater than 15. The number of directors may be increased or decreased,
beyond the limits set forth above, only by an amendment to the Restated
Articles of Incorporation of the Corporation pursuant to Article 10 of the
Restated Articles of Incorporation of the Corporation.
6
The Board of Directors shall be divided into three classes as nearly
equal in number as may be. The initial term of office of each director in
the first class shall expire at the annual meeting of shareholders in 1990;
the initial term of office of each director in the second class shall expire
at the annual meeting of shareholders in 1991; and the initial term of
office of each director in the third class shall expire at the annual
meeting of shareholders in 1992. At each annual election commencing at the
annual meeting of shareholders in 1990, the successors to the class of
directors whose term expires at that time shall be elected to hold office
for a term of three years to succeed those whose term expires, so that the
term of one class of directors shall expire each year. Each director shall
hold office for the term for which he is elected or appointed and until his
successor shall be elected and qualified or until his death, or until he
shall resign or be removed; provided, however, that no person who will be
seventy (70) years of age or more on or before the annual meeting shall be
nominated to the Board of Directors, and any directors who reach the age of
seventy (70) shall be automatically retired from the Board.
In the event of any increase or decrease in the authorized number of
directors, (i) each director then serving as such shall nevertheless
continue as a director of the class of which he is a member until the
expiration of his current term, or his earlier resignation, removal from
office or death, (ii) the newly created or eliminated directorships
resulting from such increase or decrease shall be apportioned by the Board
of Directors among the three classes of directors so as to maintain such
classes as nearly equal in number as may be.
(b) Newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal
from office or other cause shall be filled by a two-thirds vote of the
directors then in office, or a sole remaining director, although less than a
quorum. DIRECTORS CHOSEN TO FILL VACANCIES RESULTING FROM AN INCREASE IN THE
AUTHORIZED NUMBER OF DIRECTORS SHALL HOLD OFFICE UNTIL THE NEXT ELECTION OF
DIRECTORS BY THE SHAREHOLDERS; [and] directors [so] chosen TO FILL OTHER
VACANCIES shall hold office for a term expiring at the annual meeting of
shareholders at which the term of the class to which they have been elected
expires. If one or more directors shall resign from the Board effective as
of a future date, such vacancy or vacancies shall be filled pursuant to the
provisions hereof, and such new directorship(s) shall become effective when
such resignation or resignations shall become effective, and each director
so chosen shall hold office as herein provided in the filling of other
vacancies.
THE REMAINING SECTIONS OF ARTICLE 4 ARE UNCHANGED.
ARTICLE 9. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of
shareholders of the Corporation may be called only by the Chairman of the
Board of Directors, the President, a majority of the Board of Directors, or
the holders of not less than [four-fifths of the shares entitled to vote at
the meeting] TWENTY PERCENT (20%) OF ALL THE SHARES ENTITLED TO VOTE ON ANY
ISSUE PROPOSED TO BE CONSIDERED AT THE PROPOSED SPECIAL MEETING.
ARTICLE 10. AMENDMENTS. Notwithstanding anything to the contrary
contained in these Restated Articles of Incorporation or the By-laws of the
Corporation (and notwithstanding the fact that a lesser percentage may be
specified by law, these Restated Articles of Incorporation or the By-laws of
the Corporation), the affirmative vote of the holders of at least
four-fifths of the voting power of the then outstanding Voting Stock shall
be required to amend, alter, change or repeal, or to adopt any provision
inconsistent with, ARTICLES 4, 8, 9 and 10 of these Restated Articles of
Incorporation, provided that such four-fifths vote shall not be required for
any amendment, alteration, change or repeal recommended to the shareholders
by two-thirds of the Continuing Directors, as defined in ARTICLE 8.
7
THE SHAREHOLDERS MAY ADOPT OR AMEND A BY-LAW THAT FIXES A GREATER QUORUM
OR VOTING REQUIREMENT FOR SHAREHOLDERS, OR VOTING GROUPS OF SHAREHOLDERS,
THAN IS REQUIRED BY THE IDAHO BUSINESS CORPORATION ACT.
ARTICLE 11. AMENDMENT OF BY-LAWS. The Corporation's By-laws may be
amended or repealed or new by-laws may be made: (a) by the affirmative vote
of the holders of record of a majority of the outstanding capital stock of
the Corporation entitled to vote thereon, irrespective of class, given at
any annual or special meeting of the shareholders EXCEPT THAT AMENDMENTS TO
OR REPEAL OF SECTION 7.3, SECTION 2.9 OR ARTICLE III OF THE BY-LAWS BY THE
SHAREHOLDERS SHALL REQUIRE THE AFFIRMATIVE VOTE OF TWO-THIRDS OF ALL SHARES
ENTITLED TO VOTE THEREON; provided that notice of the proposed amendment,
repeal or new by-law or by-laws be included in the notice of such meeting or
waiver thereof; or (b) by the affirmative vote of a majority of the entire
Board of Directors given at any regular meeting of the Board, or any special
meeting thereof.
ARTICLE 12. INDEMNIFICATION AND LIMITATION OR ELIMINATION OF DIRECTOR
LIABILITY. CAPITALIZED TERMS USED IN THIS ARTICLE 12 THAT ARE DEFINED IN
SECTION 30-1-850 OF THE IDAHO BUSINESS CORPORATION ACT SHALL HAVE THE
MEANING GIVEN TO SUCH TERMS UNDER SECTION 30-1-850 OF THE ACT. THE
CORPORATION SHALL INDEMNIFY ITS DIRECTORS AND OFFICERS AGAINST LIABILITY AND
EXPENSES AND SHALL ADVANCE EXPENSES TO ITS DIRECTORS AND OFFICERS IN
CONNECTION WITH ANY PROCEEDING TO THE FULLEST EXTENT PERMITTED BY THE ACT,
AS NOW IN EFFECT OR AS IT MAY BE AMENDED OR SUBSTITUTED FROM TIME TO TIME.
No Director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a Director; provided that this Article shall not limit or eliminate
the liability of a Director for any act or omission for which such
limitation or elimination of liability is not permitted under the Idaho
Business Corporation Act. No amendment to the Idaho Business Corporation Act
that further limits or eliminates the acts or omissions for which limitation
or elimination of liability is permitted shall affect the liability of a
Director for any act or omission which occurs prior to the effective date of
such amendment.
REASONS FOR THE AMENDMENTS
The Idaho Power Company Bylaws were amended by the Board of Directors in
September of 1999 to follow the same format as that of the IDACORP Bylaws. Some
of the provisions contained in the amended Idaho Power Bylaws require that
comparable changes be made in the Idaho Power Charter.
The amendment to Article 4(a) changes the vote requirement to fix the exact
number of directors, so that the exact number of directors is determined by a
majority vote of the Board, rather than a two-thirds vote of the Continuing
Directors (as defined in the Charter). A majority vote of the Board is a
standard voting requirement under Idaho law, rather than the higher two-thirds
vote. This amendment will conform the Charter to the amended Idaho Power Bylaws.
Article 4(b) has been amended to conform to the amended Idaho Power Bylaws
and also to comply with the laws of the State of Idaho, which provide that
directors elected to fill vacancies resulting from an increase in the authorized
number of directors serve until the next election of directors by shareholders,
whereas directors who fill other vacancies serve the rest of the term of their
class.
Article 9 has been amended so that a special meeting may be called by
shareholders holding not less than 20% of the voting shares, rather than
four-fifths as provided in the existing Charter. The 20% threshold complies with
the laws of the State of Idaho and conforms to the amended Idaho Power Bylaws.
Article 10 adds language permitting the shareholders to provide for higher
quorum or voting requirements than required by Idaho corporate law. Idaho
corporate law requires this provision to be in the charter to the extent a
company wishes to avail itself of this provision.
8
The basic provisions of Article 11 for Bylaw amendments remain the same--a
majority vote of the Board or a majority vote of all shares entitled to vote.
However, Section 7.3 of the Bylaws provide for a two-thirds shareholder vote,
rather than a majority vote, to amend certain provisions in the Bylaws. The
provisions requiring a higher shareholder vote are amendments to Section 7.3,
Section 2.9 (provisions for transacting business at shareholder meetings) and
Article III (provisions relating to the Board of Directors). This would make it
more difficult for shareholders to amend these sections of the Bylaws.
Article 14 adds to the Charter the indemnification provisions, as permitted
by Idaho law, that were removed from the Bylaws.
THE IDAHO POWER COMPANY BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT IDAHO
POWER SHAREHOLDERS VOTE "FOR" THIS PROPOSAL.
Under Section 30-1-727 of the Idaho Business Corporation Act, the Charter
amendments must be approved by four-fifths of the shares entitled to vote at the
meeting. The voting group consists of (i) the outstanding common shares of Idaho
Power, all of which are held by IDACORP and will be voted for the amendments and
which constitute in excess of four-fifths of the shares entitled to vote at the
meeting, (ii) the outstanding shares of 4% Preferred Stock and (iii) the
outstanding shares of the 7.68% Series, Serial Preferred Stock, all voting as
one group. An abstention or broker non-vote will have the effect of a vote
against the proposal. If a choice has been specified by a shareholder by means
of the proxy, the shares of stock will be voted accordingly. If no choice has
been specified, the shares will be voted "FOR" the proposal.
3. IDACORP
2000 LONG-TERM INCENTIVE
AND COMPENSATION PLAN
At its meeting on January 20, 1999, the Board of Directors adopted the
IDACORP 2000 Long-Term Incentive and Compensation Plan (the "Plan"), which will
become effective on the date of approval by the shareholders.
The IDACORP Board of Directors believes that the Plan will help attract and
retain qualified persons to serve as officers, key employees and directors of
IDACORP and its subsidiaries, increase the equity interests of executives and
directors in IDACORP and strengthen the common interest of executives,
directors, shareholders and customers.
The complete text of the Plan is set forth as Exhibit "A" hereto. The
following is a summary of the material features of the Plan and is qualified in
its entirety by reference to Exhibit "A".
PURPOSE OF THE PLAN
The purpose of the Plan is to promote the success and enhance the value of
IDACORP by linking the personal interests of officers, key employees and
directors to those of IDACORP's shareholders and customers. The Plan is further
intended to assist IDACORP in its ability to motivate, attract and retain the
services of participants upon whose judgment, interest and special effort the
successful conduct of its operations is largely dependent.
EFFECTIVE DATE AND DURATION
The Plan will become effective upon approval by shareholders, and shall
remain in effect, subject to the right of the Board of Directors to terminate
the Plan at any time, until all shares subject to the Plan shall have been
purchased or acquired.
9
AMENDMENTS
The Board may, at any time and from time to time, alter, amend, suspend or
terminate the Plan in whole or in part, subject to certain restrictions as
stated in the Plan.
ADMINISTRATION OF THE PLAN
The Plan will be administered by the Compensation Committee or such other
committee as the Board of Directors shall select consisting solely of two or
more members of the Board of Directors (the "Committee"). The Committee has full
power under the Plan to determine persons to receive awards, the type of awards
and the terms thereof. The Committee may amend outstanding awards, subject to
certain restrictions as stated in the Plan.
SHARES SUBJECT TO THE PLAN
The Plan authorizes the grant of up to 750,000 shares of IDACORP, Inc.
common stock. Shares underlying awards that lapse or are forfeited or are not
paid in shares may be reused for subsequent awards. Shares may be authorized but
unissued shares of common stock, treasury stock or shares purchased on the open
market. The market value of a share of Company common stock as of January 31,
2000 was $33.56.
If any corporate transaction occurs that causes a change in the common stock
or corporate structure of the Company affecting the common stock, the Committee
shall make such adjustments to the number and/or class of shares of stock that
may be delivered under the Plan and the number and class and/or price of shares
of common stock subject to outstanding awards under the Plan, as it deems
appropriate and equitable to prevent dilution or enlargement of participants'
rights. The Committee may not amend an outstanding option for the sole purpose
of reducing the exercise price thereof.
ELIGIBILITY AND PARTICIPATION
Persons eligible to participate in the Plan include all officers, directors
and key employees of the Company and its subsidiaries, as determined by the
Committee. It is anticipated that the approximate number of persons who will be
eligible initially to participate under the Plan will be 40, which includes 10
non-employee directors.
GRANTS UNDER THE PLAN
SECTION 162(M). Stock options, SARs and performance unit/performance share
awards are intended to qualify for deductibility under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"). Dividend equivalents,
restricted stock, restricted stock units and other awards may qualify for
deductibility.
The total number of shares with respect to which options or SARs may be
granted in any calendar year to any covered employee under Section 162(m) of the
Code shall not exceed 100,000 shares; (ii) the total number of shares of
restricted stock or restricted stock units that are intended to qualify for
deduction that may be granted in any calendar year to any covered employee shall
not exceed 100,000 shares or units, as the case may be; (iii) the total number
of performance shares or performance units that may be granted in any calendar
year to any covered employee shall not exceed 100,000 shares or units, as the
case may be; (iv) the total number of shares that are intended to qualify for
deduction granted pursuant to Article 10 of the Plan in any calendar year to any
covered employee shall not exceed 100,000 shares; (v) the total cash award that
is intended to qualify for deduction that may be paid pursuant to Article 10 of
the Plan in any calendar year to any covered employee shall not exceed $300,000;
and (vi) the aggregate number of dividend equivalents that are intended to
qualify for deduction that a covered employee may receive in any calendar year
shall not exceed 400,000. A covered employee means those
10
persons specified in Section 162(m) of the Code--generally the chief executive
officer and the next four most highly-compensated employees.
STOCK OPTIONS. The Committee may grant incentive stock options ("ISOs") and
nonqualified stock options ("NQSOs"). Options shall be exercisable for such
prices, shall expire at such times and shall have such other terms and
conditions as the Committee may determine at the time of grant and as set forth
in the award agreement. Dividend equivalents may also be granted.
The option exercise price is payable in cash, in shares of common stock of
IDACORP having a fair market value equal to the exercise price, by cashless
exercise or any combination of the foregoing.
STOCK APPRECIATION RIGHTS. The Committee may grant SARs with such terms and
conditions as the Committee may determine at the time of grant and as set forth
in the award agreement. SARs granted under the Plan may be in the form of
freestanding SARs or tandem SARs. The base value of a freestanding SAR shall be
equal to the average of the high and low sale prices of a share of IDACORP
common stock on the date of grant. The base value of a tandem SAR shall be equal
to the option exercise price of the related option.
Freestanding SARs may be exercised upon such terms and conditions as are
imposed by the Committee and as set forth in the SAR award agreement. A tandem
SAR may be exercised only with respect to the shares of common stock of IDACORP
for which its related option is exercisable.
Upon exercise of an SAR, a participant will receive the product of the
excess of the fair market value of a share of IDACORP common stock on the date
of exercise over the base value multiplied by the number of shares with respect
to which the SAR is exercised. Payment due to the participant upon exercise may
be made in cash, in shares of IDACORP common stock having a fair market value
equal to such cash amount, or in a combination of cash and shares, as determined
by the Committee at the time of grant and as set forth in the award agreement.
RESTRICTED STOCK AND RESTRICTED STOCK UNITS. Restricted stock and
restricted stock units may be granted in such amounts and subject to such terms
and conditions as determined by the Committee at the time of grant and as set
forth in the award agreement. The Committee may establish performance goals, as
described below, for restricted stock and restricted stock units.
Participants holding restricted stock may exercise full voting rights with
respect to those shares during the restricted period and, subject to the
Committee's right to determine otherwise at the time of grant, will receive
regular cash dividends. All other distributions paid with respect to the
restricted stock shall be credited subject to the same restrictions on
transferability and forfeitability as the shares of restricted stock with
respect to which they were paid.
PERFORMANCE UNITS AND PERFORMANCE SHARES. Performance units and performance
shares may be granted in such amounts and subject to such terms and conditions
as determined by the Committee at time of grant and as set forth in the award
agreement. The Committee shall set performance goals, which, depending on the
extent to which they are met during the performance periods established by the
Committee, will determine the number and/or value of performance units/shares
that will be paid out to participants.
Participants shall receive payment of the value of performance units/shares
earned after the end of the performance period. Payment of performance
units/shares shall be made in cash and/or shares of common stock which have an
aggregate fair market value equal to the value of the earned performance
units/shares at the end of the applicable performance period, in such
combination as the Committee determines. Shares may be granted subject to any
restrictions deemed appropriate by the Committee.
OTHER AWARDS. The Committee may make other awards which may include,
without limitation, the grant of shares of common stock based upon attainment of
performance goals established by the
11
Committee as described below, the payment of shares in lieu of cash or cash
based on performance goals and the payment of shares in lieu of cash under other
IDACORP incentive or bonus programs.
TAXES. Share withholding for taxes is permitted.
PERFORMANCE GOALS. Performance goals, which are established by the
Committee, shall be based on one or more of the following measures: sales or
revenues, earnings per share, shareholder return and/or value, funds from
operations, operating income, gross income, net income, cash flow, return on
equity, return on capital, earnings before interest, operating ratios, stock
price, customer satisfaction, accomplishment of mergers, acquisitions,
dispositions or similar extraordinary business transactions, profit returns and
margins, financial return ratios and/or market performance. Performance goals
may be measured solely on a corporate, subsidiary or business unit basis, or a
combination thereof. Performance goals may reflect absolute entity performance
or a relative comparison of entity performance to the performance of a peer
group of entities or other external measure.
TERMINATION OF EMPLOYMENT OR BOARD SERVICE
Each award agreement shall set forth the participant's rights with respect
to each award following termination of employment with or service on the Board
of Directors of IDACORP.
TRANSFERABILITY
Except as otherwise determined by the Committee at the time of grant and
subject to the provisions of the Plan, awards may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution, and a participant's rights shall be
exercisable only by the participant or the participant's legal representative
during his or her lifetime.
CHANGE IN CONTROL
Upon a change in control, as defined below,
(a) Any and all options and SARs granted under the Plan shall become
immediately vested and exercisable;
(b) Any restriction periods and restrictions imposed on restricted stock,
restricted stock units, qualified restricted stock and qualified
restricted stock units shall be deemed to have expired; any performance
goals shall be deemed to have been met at the target level; restricted
stock and qualified restricted stock shall become immediately vested in
full and restricted stock units and qualified restricted stock units
shall be paid out in cash; and
(c) The target payout opportunity attainable under all outstanding awards of
performance units and performance shares and any other awards shall be
deemed to have been fully earned for the entire performance period(s) as
of the effective date of the change in control. All awards shall become
immediately vested. All performance shares and awards denominated in
shares shall be paid out in shares, and all performance units shall be
paid out in cash.
For purposes of the above, a change in control of IDACORP means the earliest
of the following events to occur: (i) the acquisition by a party or certain
related parties of 20% or more of IDACORP's outstanding voting stock; (ii) the
commencement of a tender or exchange offer which would result in a person owning
30% or more of IDACORP's outstanding voting stock; (iii) the announcement of a
transaction required to be described under Item 6 (e) of the proxy rules;
(iv) a proposed change in a majority of the Board of Directors within a two-year
period without the approval of two-thirds of the Board; (v) entry into a merger
or similar agreement, after which IDACORP's shareholders would hold less than
two-thirds of the voting securities of the surviving entity; (vi) Board approval
of a plan of liquidation
12
or sale of all or substantially all of IDACORP's assets; and (vii) any other
event deemed by the Executive Committee to be a change in control.
AWARD INFORMATION
It is not possible at this time to determine awards that will be made
pursuant to the Plan.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of the principal federal income tax
consequences related to options to be awarded under the Plan. This summary is
based on IDACORP's understanding of present federal income tax law and
regulations. The summary does not purport to be complete or applicable to every
specific situation.
Capitalized terms not defined herein, which are defined in the Plan, shall
have the meanings set forth in the Plan.
CONSEQUENCES TO THE OPTIONHOLDER
GRANT. There are no federal income tax consequences to the optionholder
solely by reason of the grant of ISOs or NQSOs under the Plan.
EXERCISE. The exercise of an ISO is not a taxable event for regular federal
income tax purposes if certain requirements are satisfied, including the
requirement that the optionholder generally must exercise the ISO no later than
three months following the termination of the optionholder's employment with
IDACORP. However, such exercise may give rise to alternative minimum tax
liability (see "Alternative Minimum Tax" below).
Upon the exercise of a NQSO, the optionholder will generally recognize
ordinary income in an amount equal to the excess of the fair market value of the
shares of IDACORP Common Stock at the time of exercise over the amount paid
therefor by the optionholder as the exercise price. The ordinary income
recognized in connection with the exercise by an optionholder of a NQSO will be
subject to both wage and employment tax withholding.
The optionholder's tax basis in the shares acquired pursuant to the exercise
of an option will be the amount paid upon exercise plus, in the case of a NQSO,
the amount of ordinary income, if any, recognized by the optionholder upon
exercise thereof.
QUALIFYING DISPOSITION. If an optionholder disposes of shares of IDACORP
common stock acquired upon exercise of an ISO in a taxable transaction, and such
disposition occurs more than two years from the date on which the option was
granted and more than one year after the date on which the shares were
transferred to the optionholder pursuant to the exercise of the ISO, the
optionholder will recognize long-term capital gain or loss equal to the
difference between the amount realized upon such disposition and the
optionholder's adjusted basis in such shares (generally the option exercise
price).
DISQUALIFYING DISPOSITION. If the optionholder disposes of shares of
IDACORP common stock acquired upon the exercise of an ISO (other than in certain
tax-free transactions) within two years from the date on which the ISO was
granted or within one year after the transfer of shares to the optionholder
pursuant to the exercise of the ISO, at the time of disposition the optionholder
will generally recognize ordinary income equal to the lesser of (i) the excess
of each such share's fair market value on the date of exercise over the exercise
price paid by the optionholder or (ii) the optionholder's actual gain (i.e., the
excess, if any, of the amount realized on the disposition over the exercise
price paid by the optionholder). If the total amount realized on a taxable
disposition (including return of capital and capital gain) exceeds the fair
market value on the date of exercise of the shares of IDACORP common stock
purchased by the optionholder under the option, the optionholder will recognize
a capital gain in the amount of such excess.
13
If the optionholder incurs a loss on the disposition (i.e., if the total amount
realized is less than the exercise price paid by the optionholder), the loss
will be a capital loss.
OTHER DISPOSITION. If an optionholder disposes of shares of IDACORP common
stock acquired upon exercise of a NQSO in a taxable transaction, the
optionholder will recognize capital gain or loss in an amount equal to the
difference between the optionholder's basis (as discussed above) in the shares
sold and the total amount realized upon disposition. Any such capital gain or
loss (and any capital gain or loss recognized on a disqualifying disposition of
shares of IDACORP common stock acquired upon exercise of ISOs as discussed
above) will be short-term or long-term depending on whether the shares of
IDACORP common stock were held for more than one year from the date such shares
were transferred to the optionholder.
ALTERNATIVE MINIMUM TAX. Alternative minimum tax ("AMT") is payable if and
to the extent the amount thereof exceeds the amount of the taxpayer's regular
tax liability, and any AMT paid generally may be credited against future regular
tax liability (but not future AMT liability). AMT applies to alternative minimum
taxable income; generally regular taxable income as adjusted for tax preferences
and other items is treated differently under the AMT.
For AMT purposes, the spread upon exercise of an ISO (but not a NQSO) will
be included in alternative minimum taxable income, and the taxpayer will receive
a tax basis equal to the fair market value of the shares of IDACORP common stock
at such time for subsequent AMT purposes. However, if the optionholder disposes
of the ISO shares in the year of exercise, the AMT income cannot exceed the gain
recognized for regular tax purposes, provided that the disposition meets certain
third-party requirements for limiting the gain on a disqualifying disposition.
If there is a disqualifying disposition in a year other than the year of
exercise, the income on the disqualifying disposition is not considered
alternative minimum taxable income.
CONSEQUENCES TO IDACORP
There are no federal income tax consequences to IDACORP by reason of the
grant of ISOs or NQSOs or the exercise of an ISO (other than disqualifying
dispositions).
At the time the optionholder recognizes ordinary income from the exercise of
a NQSO, IDACORP will be entitled to a federal income tax deduction in the amount
of the ordinary income so recognized (as described above), provided that IDACORP
satisfies its reporting obligations described below. To the extent the
optionholder recognizes ordinary income by reason of a disqualifying disposition
of the stock acquired upon exercise of an ISO, IDACORP will be entitled to a
corresponding deduction in the year in which the disposition occurs.
IDACORP will be required to report to the Internal Revenue Service any
ordinary income recognized by any optionholder by reason of the exercise of a
NQSO. IDACORP will be required to withhold income and employment taxes (and pay
the employer's share of employment taxes) with respect to ordinary income
recognized by the optionholder upon the exercise of NQSOs.
OTHER TAX CONSEQUENCES
The foregoing discussion is not a complete description of the federal income
tax aspects of options to be granted under the Plan. In addition, administrative
and judicial interpretations of the application of the federal income tax laws
are subject to change. Furthermore, the foregoing discussion does not address
state or local tax consequences.
THE IDACORP BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT IDACORP
SHAREHOLDERS VOTE "FOR" THIS PROPOSAL. Approval of the Plan for New York Stock
Exchange purposes requires the affirmative vote of a majority of the votes cast,
provided that the total votes cast represent over 50% in interest of all
securities entitled to vote on the Plan. Under the laws of the State of
14
Idaho, the Plan is approved if the votes cast in favor of the Plan exceed the
votes cast opposing the Plan. Abstentions and broker non-votes, if any, will
have no effect on the results, provided that the total votes cast represent over
50% in interest of all securities entitled to vote on the Plan. If a choice has
been specified by a shareholder by means of the proxy, the shares of common
stock will be voted accordingly. If no choice has been specified, the shares
will be voted "FOR" the proposal.
4. RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITOR
At the joint annual meeting,Joint Annual Meeting, the shareholders will be asked to ratify the
selection by the IDACORP and the Idaho Power Boards of Directors of Deloitte &
Touche LLP as the firm of independent public accountants to audit the financial
statements of IDACORP and Idaho Power for the fiscal year 1999.2000. This firm has
conducted consolidated annual audits of Idaho Power for many years and is one of
the world's largest firms of independent certified public accountants. A
representative of Deloitte & Touche LLP is expected to be present at the meeting
and will have an opportunity to make a statement and to respond to appropriate
questions.
THE BOARDSEACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDRECOMMENDS A VOTE "FOR"
DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITOR OF IDACORP AND IDAHO POWER
8
OTHER BUSINESS
Neither the IDACORP nor the Idaho Power Board of Directors nor management
intends to bring before the meeting any business other than the matters referred
to in the Notice of Meeting and this Joint Proxy Statement. In addition, other
than as explained in the next sentence, they have not been informed that any
other matter will be presented to the meeting by others. A shareholder submitted
a proposal for inclusion in the proxy statement, which IDACORP has omitted
pursuant to Rule 14a-8 of the Securities and Exchange Commission's proxy rules.
If the shareholder should present the proposal at the Joint Annual Meeting, it
is the intention of the persons named in the proxy to vote against such
proposal. If any other business should properly come before the meeting, or any
adjournment thereof, the persons named in the proxy will vote on such matters
according to their best judgment.
At the meeting, management will report on the business of IDACORP and Idaho
Power, and shareholders will have an opportunity to ask questions.
PRINCIPAL SHAREHOLDERS
The following table presents certain information regarding shareholders who
are known to IDACORP or Idaho Power to be the beneficial owners of more than
5 percent of any class of voting securities of IDACORP or Idaho Power as of
March 1, 1999:2000:
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
CLASS OF STOCK OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------------------- ------------------------ ------------------------ -------------------------------
IDACORP Common Stock U.S. Bancorp(1) 2,892,642 7.69
601 2nd Ave. South
Minneapolis, MN 55402
Idaho Power Common Stock IDACORP, Inc.(2) 37,612,351 100
1221 W. Idaho Street
Boise, Idaho 83702
(1) U.S. Bancorp, trustee for the Idaho Power Company Employee Savings Plan and
Trust, has sole voting power with respect to 2,883,711 shares, shared voting
power with respect to 2,431 shares, sole dispositive power with respect to
55,514 shares and shared dispositive power with respect to 26,267 shares.
Based solely on information as of December 31, 1999 contained in a
Schedule 13G filed by U.S. Bancorp with the Securities and Exchange
Commission.
(2) As a result of the formation of the holding company, IDACORP became the
holder of all issued and outstanding shares of Idaho Power common stock on
October 1, 1998.
915
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of shares of IDACORP common stock
and Idaho Power preferred stock beneficially owned on March 1, 1999,2000, by the
Directors and nominees, by those Executive Officers named in the Summary
Compensation Table and by the Directors and Executive Officers of IDACORP and
Idaho Power as a group:
AMOUNT OF BENEFICIAL PERCENT OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
- ------------------ ------------------------------------------------------------ ---------------------- ------------------------- --------------------------- ----------------------- --------------
Common Stock Rotchford L. Barker 1,0004,181 *
Common Stock Robert D. Bolinder 1,0001,181 *
Common Stock Roger L. Breezley 697928 *
Common Stock John B. Carley 3,0073,381 *
Common Stock Peter T. Johnson 2,0002,181 *
Common Stock Jack K. Lemley 1,5001,681 *
Common Stock Evelyn Loveless 1,420 *
Common Stock Joseph W. Marshall 38,8501,696 *
Common Stock Jon H. Miller 500681 *
Common Stock Peter S. O'Neill 5001,291 *
Common Stock Jan B. Packwood 23,050 *
Common Stock Phil Soulen 5,77130,258 *
Common Stock Robert A. Tinstman 03,181 *
Common Stock J. LaMont Keen 12,08217,986 *
Common Stock Richard Riazzi 5,2387,669 *
Common Stock KipJames C. Miller 5,684 *
Common Stock Robert W. Runyan 9,035Stahman 21,806 *
Common Stock All Directors and Executive
Officers of IDACORP as a
group 114,946(15 persons) 100,959 *
(16 persons)
Preferred Stock All Directors and Executive
Officers of IDACORP as a
group (15 persons) 27 *
(16 persons)
Common Stock All Directors and Executive
Officers of Idaho Power as
a 139,962group (20 persons) 126,981 *
group (19 persons)
Preferred Stock All Directors and Executive
Officers of Idaho Power as
a group (20 persons) 27 *
group (19 persons)
- ------------------------------------------------------
* Less than 1 percent.
(1) Includes shares of Common Stock subject to forfeiture and restrictions on
transfer issued pursuant to the 1994 Restricted Stock Plan.
All Directors and Executive Officers have sole voting and investment power
for the shares held by them including shares owned through the Employee Savings
Plan and the Dividend Reinvestment and Stock Purchase Plan.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of IDACORP and Idaho Power records and copies of
reports on Forms 3, 4 and 5 furnished to IDACORP and Idaho Power or written
representations that no reports on Form 5 were required, IDACORP and Idaho Power
believe that during 19981999 all persons subject to the reporting requirements of
Section 16(a) of the Securities Exchange Act of 1934, as amended, filed the
required reports on a timely basis.
1016
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
REPORT OF COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
GENERAL
The Idaho PowerIDACORP Board of Directors Compensation Committee, which is the same as
the IDACORPIdaho Power Compensation Committee, ("Committee") established all components
of 19981999 compensation for the Executive Officers of IDACORP and Idaho Power,Power.
There were no extra salary adjustments for the Executive Officers who now serve in
the same positions at IDACORP. There were no salary adjustments for the
Executive Officers with the formation of the holding company. This report,
therefore, is given with respect to the Executive Officers for their services
during 1998 toIDACORP and Idaho Power.
The Committee administers the IDACORP and Idaho Power executive compensation
program. As such, the Committee is responsible for recommending (1) the
compensation philosophy, (2) executive compensation plans that support the
philosophy, and (3) the appropriate levels of compensation for Executive
Officers. The Committee is composed of four independent, non-employee Directors.
Following the development of recommendations by the Compensation Committee, all
issues related to executive compensation are submitted to the full BoardBoards of
Directors of IDACORP and Idaho Power (which isare the same as the board of IDACORP)same) for approval. The
BoardBoards approved, without modification, all executive compensation
recommendations of the Committee for 1998.1999.
COMPENSATION PHILOSOPHY
The compensation philosophy for IDACORP and Idaho Power Executive Officers
is consistent with the compensation philosophy Idaho Power has adopted for all
employees, except that for Executive Officers and senior managers the Committee
has aligned short-term and long-term incentive plans with corporate financial
performance and increased the percentage of their total compensation which is at
risk. The Idaho Power compensation program is designed to:
1. manage employee compensation as an investment with the expectation employees
will contribute to Idaho Power's financial performance, its environmental
record and public reputation in the markets it serves;reputation;
2. be competitive with respect to those companies in the markets in which we
compete for employees, allowing Idaho Power to successfully attract and
retain the qualified employees necessary for long-term success;
3. recognize individuals for their demonstrated ability to perform their
position responsibilities;responsibilities and create long-term shareholder value; and
4. balance total compensation with Idaho Power's ability to pay.
COMPENSATION MARKET
As part of its review of Idaho Power's executive total compensation program
(base salary, annual and long term incentives and retirement) completed during
1997, the Committee studied the appropriate competitive market for executive
compensation. The previous competitive market was electric utilities with
revenues of $500 million to $700 million annually. After review, the Committee
concluded that this market did not appropriately reflect the size and complexity
of Idaho Power due to its hydro production base, low cost rate structure and
revenue increases. In November 1997, the Committee selected comparable utilities
with annual revenues ranging from $500 million to $1 billion as the new
competitive market for executive total compensation. The Committee believes this
competitive market to be more representative of Idaho Power's size and
complexity while still reflective of Idaho Power's revenues.
11
19981999 BASE SALARIES
Salary ranges for Executive Officers are reviewed annually and are supported
by salary comparisons with similar positions in electric utilities throughout
the United States with annual revenues ranging from $500 million to $1 billion.
The competitive point for executive compensation for 19981999 was targeted near the
median of the salary levels for executive officers of these utilities. Actual
compensation of individual Executive Officers is based upon their levels of
responsibility, experience in their positions, prior experience, breadth of
knowledge and job performance. The electric utility group utilized by the
Committee to compare Executive Officer salaries is different from the EEI 100
Electric Utilities Index group utilized by Idaho PowerIDACORP to compare the financial
performance of IDACORP and Idaho Power with a nationally recognized industry
standard. The Committee has used this smaller electric group for salary
comparison purposes since November 1994, based on its belief that it is more
appropriate to compare Executive Officer salaries with electric utilities of
comparable revenues, size and complexity than with all electric utilities
regardless of size as represented in the EEI Electric Utilities Index.
17
In November of 1997,1998, the Committee recommended adjustments to the 19981999
salary ranges for the Executive Officer group based on the annual Executive
Officer compensation review referenced above. Salary adjustments for 19981999
averaged approximately 313 percent, to move them nearer (but slightly below) the
median of the comparison group. The 1999 adjustment percentage is higher than it
has been in the past because of some organizational changes at the Executive
Officer level and the appointment of some new officers. The Committee considered
each of the factors discussed above but did not assign a formal weighting for
each factor.
SHORT-TERM INCENTIVE COMPENSATION
The Committee implemented the Idaho Power Executive Incentive Plan effective
January 1, 1998 (Executive Incentive Plan). This Incentive Plan ties a portion
of each executive's annual compensation to achieving certain financial goals.
For 1998,1999, the established financial goals were in the areas of earnings per
share and return on common equity and capital and operation and maintenance
expenses.equity. Each goal is designed with a minimum or
threshold level and a series of five levels above the threshold with each level
having a multiplier which increases as the performance requirement under the
goal increases. The threshold level for earnings per share was $2.21$2.30 per share
with a multiplier of .16 with a.25; the maximum level of $2.34was $2.42 per share with a .661.00
multiplier. In 1998, Idaho Power1999, IDACORP earned $2.37$2.43 per share. The threshold level for
return on common equity was 11.5 percent with a multiplier of .16.25 with the
highest level at 12.1 percent with a .661.00 multiplier. In 1998, Idaho Power's1999, IDACORP's return
on Companycommon equity was 12.212.14 percent. The threshold level for capital and operations and maintenance expenses
was $297.3 million with a multiplier of .16 with the maximum level at $282.3
million with a multiplier of .66. In 1998, Idaho Power's capital and operation
and maintenance expenses totaled $279.9 million. The award opportunities vary by position as
a percentage of base salary with the award opportunities for the officers
ranging from a minimum of 7.27.5 percent to a maximum of 30 percent. The Executive
Incentive Plan does not permit the payment of awards if there is no payment of
awards under the Employee Incentive Plan. The performance levels within each
goal were established based upon the performance in previous years with the
higher levels requiring achieving goals in excess of performance in previous
years in each goal. In 1998, Idaho Power1999, IDACORP achieved the maximum level of performance
for each goal, and as a result, Executive Officers received the maximum award
under the Incentive Plan. Awards under the Executive Incentive Plan are
reflected in the bonus column of the Summary Compensation table.
LONG-TERM INCENTIVE COMPENSATION
The 1994 Restricted Stock Plan ("Plan"), approved by shareholders at the
May 1994 Annual Meeting, was implemented in January 1995 as an equity-based
long-term incentive plan. A new grant under the Plan was made to all officers in January 1998,1999,
with a three-year restricted period beginning January 1, 19981999 and ending
December 31, 2000,2001, with a single financial performance goal of Cumulative
Earnings Per Share ("CEPS"). In January of 1997, a grant was made under the Plan
for a three year restricted period through December 31, 1999, with a target CEPS
of $6.75. The total CEPS for the three year restricted period was $7.12
resulting in awards earned for 1999 at the maximum level for all named
executives. To receive a final share award each officer must be employed, by Idaho Power, as an
officer, during the entire restricted period (with certain exceptions), and
Idaho PowerIDACORP must achieve the CEPS
12
performance goal established by the Board of
Directors. The restricted stock grant percentage (a percentage of base salary
converted into shares of stock based upon the closing stock price for a share of
Idaho PowerIDACORP common stock on December 31 1997)of the year preceding the grant) varied by
position with the percentages for the Chief Executive Officer ranging from a
minimum of 18 percent to a maximum of 53 percent. For all other Executive
Officers, the percentage ranged from a minimum of 10 percent to a maximum of
45 percent. The target grant percentages for new grants are reviewed annually as
part of the annual Executive Officer compensation review referenced above and
the 19981999 grants were at a level below the median target levels among the
comparison group.
Idaho Power has no policy regarding the deductibility of qualifyingThe 1999 compensation paid to Executive OfficersIDACORP and Idaho Power executive officers
qualified as fully deductible under federal tax laws. The Committee continues to
review the impact of federal tax laws on executive compensation, including
Section 162(m) of the Internal Revenue Code. Shareholders of IDACORP are being
asked at the 2000 Annual Meeting to approve the IDACORP 2000 Long-Term
18
Incentive and Compensation Plan, which includes terms to permit deductibility of
certain grants under the plan under Section 162(m).
INCENTIVE COMPENSATION PLANS--PERFORMANCE
Since 1995, the Committee has been adjusting executive compensation to place
a higher percentage of total executive compensation at risk with the at risk
portion tied to corporate financial performance. This adjustment has been
accomplished by aligning the short-term and long-term incentive plans with
certain financial goals and making the plans a larger percentage of the
executive's total compensation. To date, the Committee feels this approach has
proven successful and has presented high performance expectations to management
in the past and for 19992000 and beyond. The Committee believes that a brief review
of corporate financial performance under the short-term and long-term incentive
plans is appropriate in this Report.
The 1994 Restricted Stock Plan is a long-term equity based incentive plan
with a single financial performance goal of cumulative earnings per share (CEPS)
over a three year restricted period. For the three year period (1992-1994) prior
to the establishment of goals under and implementation of the Restricted Stock
Plan, Idaho Power earned a total CEPS of $5.49. In January of 1995, a grant was
made under the Restricted Stock Plan for a three year restricted period through
December 31, 1997 with a target CEPS of $6.00. Earnings improved steadily over
the three year restricted period-period--$2.10 in 1995, $2.21 in 1996 and $2.32 in 1997
for a total CEPS of $6.63. This resulted in grants earned at the maximum level
for all named executives. For the three year period (1993-1995) prior to the
establishment of goals for the second restricted period (1996-1998), Idaho Power
earned a total CEPS of $6.04. In January of 1996, a grant was made under the
Restricted Stock Plan for a three year restricted period through December 31,
1998 with a target CEPS of $6.60. Earnings continued to improve steadily over
the three year restricted period-period--$2.21 in 1996, $2.32 in 1997 and $2.37 in
1998, for a total CEPS of $6.90 resulting in grants earned at the maximum level
for all named executives. For the three year period (1994-1996) prior to the
establishment of goals for a third restricted period (1997-1999), Idaho Power
earned a total CEPS of $6.11. In January of 1997, a grant was made under the
Restricted Stock Plan for a three year restricted period through December 31,
1999, with a target CEPS of $6.75. Earnings continued to improve steadily over
the three year restricted period--$2.32 in 1997, $2.37 in 1998 and $2.43 in 1999
for a total CEPS of $7.12 resulting in grants earned at the maximum level for
all name executives. The Committee has continued to increase the grant
percentage (a percentage of base salary converted into shares of stock) and the
financial goal (CEPS) in connection with grants under the Restricted Stock Plan
in January of 1997, 1998, 1999 and 1999.
The2000.
In January 1995, the Committee adopted an Executive Annual Incentive Plan.
The Plan was a short-term cash-based incentive plan with a series of four evenly
weighted performance goals designed to promote safety, control capital and
operation and maintenance expenditures and increase annual earnings per share.
In 1995, Idaho Power achieved the maximum level of performance for each goal
area including the earnings per share level. In 1996, a fifth goal-customer satisfaction-wasgoal--customer
satisfaction--was established with all five goals evenly weighted and Idaho
Power achieved a level of performance averaging near the target level, with the
earnings per share set at a maximum of $2.22 compared with actual earnings of
$2.21. In 1997, the Executive Annual Incentive Plan was suspended and the
executive officers participated in Idaho Power's Employee Incentive Plan. In
1998, the Committee adopted a new Executive Incentive Plan which is described in
the Short-Term Incentive Compensation section of this report. The goals in the 1998 Plan have migrated tohad
purely financial goals, earnings per share, return on common equity and capital
and O&M budget expense levels, and the Plan does not permit the payment of
awards if there is no payment of awards made under the Employee Incentive Plan.
In 1998, the Company achieved the maximum level of performance for each goal. In
1999, the Committee eliminated the capital and O&M budget expense goal leaving
two financial goals, earnings per share and return on common equity. The
Committee has continued to increase the target percentage of base salary and the
financial goals in connection with awards under the Executive Annual Incentive Program.
13Plan.
19
The Committee would like to point out that the Snake River Basin has
experienced above normal water conditions in each year of the last fourfive years,
1995 through 1998,1999, which has favorably influenced earnings and benefitted all
Idaho PowerIDACORP shareholders.
CEO SALARY - 1998SALARY--1999
MR. MARSHALL
In January 1998,1999, Mr. Marshall who hashad served as Chief Executive Officer
since 1989, was granted a salary increase of approximately 4.73 percent. The
competitiveness of Mr. Marshall's salary iswas reviewed annually based upon
comparisons with salaries of chief executive officers of comparable utilities
with annual revenues ranging from $500 million to $1 billion. The competitive
point for Mr. Marshall's salary was targeted near the median of this comparison.
The actual 1999 salary adjustment for Mr. Marshall was slightly above the median
of salary levels for chief executive officers of the comparison utility group
and was based on the level of his responsibilities, the depth of his experience,
his job performance and the overall competitive level of his current
compensation based on the annual Executive Officer compensation review
referenced above. The Committee considered each of these factors but did not
assign a formal weighting for each factor. Mr. Marshall retired at the end of
September 1999.
Mr. Marshall was a participant in the Executive Incentive Plan with a 1999
award opportunity ranging from a minimum of 7.5 percent to a maximum of
30 percent of base salary. This award level was established based upon the
Executive Officer compensation review referenced above. In 1999, the Company
achieved the maximum level of performance for each goal area, and as a result,
Mr. Marshall will receive an award under the Executive Incentive Plan of
30 percent of his base salary, prorated for nine months of service.
Mr. Marshall was a participant in the Restricted Stock Plan as discussed above.
In January of 1997, a grant was made to Mr. Marshall under the Restricted Stock
Plan for a three year restricted period through December 31, 1999. The Company
achieved the maximum level of performance for the three year restricted period
and as a result, Mr. Marshall will receive an award at the maximum level of
45 percent in 1999. In addition, he received a stock grant at the target level
of 35 percent in 1999. Mr. Marshall will receive a final share award after the
restricted period ends in December 2001 if IDACORP achieves its CEPS performance
goal established by the Board of Directors. The awards will be prorated based on
the number of whole months during the Restricted Period prior to Mr. Marshall's
retirement.
MR. PACKWOOD
In June of 1999, Mr. Packwood replaced Mr. Marshall as Chief Executive
Officer and was granted a salary increase of 25 percent. The competitiveness of
Mr. Packwood's salary will be reviewed annually based upon comparisons with
salaries of chief executive officers of comparable utilities with annual
revenues ranging from $500 million to $1 billion. The competitive point for
Mr. Packwood's salary is targeted near the median of this comparison. The actual
19981999 salary adjustment for Mr. Marshall was nearPackwood placed him below the median of salary
levels for chief executive officers of the comparison utility group and is based
on the level of his responsibilities, the depth of his experience, his job
performance and the overall competitive level of his current compensation based
on the annual Executive Officer compensation review referenced above. The
Committee considered each of these factors but did not assign a formal weighting
for each factor.
Mr. MarshallPackwood is a participant in the Executive Incentive Plan with a 19981999
award opportunity ranging from a minimum of 7.27.5 percent to a maximum of
30 percent of base salary. This award level was established based upon the
Executive Officer compensation review referenced above and was approximately one-half of the
median level of award opportunities for chief executive officers of the
comparison utility group.above. In 1998,1999, the Company
achieved the maximum level of performance for each goal area, and as a result,
Mr. MarshallPackwood will receive an award under the Executive Incentive Plan of
30 percent of his base salary. In
addition, Mr. MarshallPackwood is a participant in the Restricted
Stock Plan as discussed aboveabove. In January of 1997, a grant was made to
20
Mr. Packwood under the Restricted Stock Plan for a three year restricted period
through December 31, 1999. The Company achieved the maximum level of performance
for the three year restricted period and as a result, Mr. Packwood will receive
an award at the maximum level of 42 percent in 1999. In addition, he received a
stock grant at the target level of 35 percent in 19981999 and will receive a final
share award after the restricted period ends in December 2001 if he remains
employed by the Company as an officer during the entire restricted period (with
certain exceptions) and Idaho PowerIDACORP achieves its CEPS performance goal established
by the Board of Directors.
John B. Carley, Chairman Evelyn Loveless
Peter T. Johnson Peter S. O'Neill
14
IDACORP AND IDAHO POWER
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
--------------
AWARDS
ANNUAL -------------------------------
COMPENSATION RESTRICTED
--------------------------------------- STOCK ALL OTHER
NAME AND SALARY BONUS AWARD(S)(1) COMPENSATION(2)
PRINCIPAL POSITION YEAR ($) ($) ($) ($)
- ------------------------------------------- ----------- --------- --------- ----------------- ------------------------------------------------------- -------- -------- -------- -------------- ----------------
Joseph W. Marshall 1998 440,000 132,000 154,000 6,400(3)
Chairman of the Board and Chief 1999 348,461 101,925 158,550 6,400
Executive Officer, IDACORP and 1998 440,000 132,000 154,000 6,400
Idaho Power 1997 420,000 32,760 126,000 6,400
Jan B. Packwood 1999 343,269 112,500 90,000 6,400
President and Chief Executive 1998 250,000 75,000 75,000 6,400
Officer, IDACORP and Idaho Power 1996 400,000 56,990 96,000 6,000
Jan B. Packwood 1998 250,000 75,000 75,000 6,400
President and Chief Operating Officer, 1997 207,692 16,200 36,00056,000 5,873
IDACORP and Idaho Power 1996 182,000 25,049 30,600 6,000
J. LaMont Keen
Sr. Vice
President--Administration & 1999 215,692 65,400 61,800 6,400
Chief Financial Officer, IDACORP 1998 200,000 60,000 60,000 6,400
Vice President, Chief Financial Officer &and Idaho Power 1997 178,000 13,884 49,840 6,400
Treasurer,James C. Miller 1999 146,923 42,000 35,000 4,867
Sr. Vice President-- Delivery, 1998 128,000 38,400 32,000 4,095
Idaho Power 1997 120,000 9,360 10,140 3,278
Richard Riazzi
Sr. Vice President-- Generation 1999 226,692 68,700 54,250 5,686
& Marketing, IDACORP and Idaho Power 1996 170,000 24,222 30,600 6,000
Richard Riazzi 1998 210,000 60,202 52,500 4,543
Vice President-Marketing & Sales, IDACORPPower 1997 181,450 14,153 64,640 --
and Idaho Power 1996 -- -- -- --
Kip W. Runyan (4) 1999 163,392 49,050 -0- 60,900
Sr. Vice President-- Delivery, 1998 192,000 57,600 48,000 6,400
Vice President-Delivery,
Idaho Power 1997 173,010 70,875 14,846 4,940
1996 160,501 62,893 -- 3,000Robert W. Stahman 1999 155,000 46,500 38,750 6,400
Vice President, General Counsel 1998 150,000 45,000 37,500 6,400
and Secretary 1997 144,000 11,232 34,560 5,760
- ------------------------
(1) The aggregate restricted stock holdings as of December 31, 19981999 are as
follows: Mr. Marshall held 11,34112,522 ($410,402)335,746) shares of restricted stock;
Mr. Packwood held 4,8126,279 ($174,134)168,356) shares of restricted
21
stock; Mr. Keen held 4,904 ($131,489) shares of restricted stock;
Mr. KeenMiller held 4,2162,143 ($152,567)57,459) shares of restricted stock; Mr. Riazzi held
3,1134,612 ($112,652)123,659) shares of restricted stock; Mr. Runyan held 1,7533,135 ($63,437)84,057)
shares of restricted stock; Mr. Stahman held 3,178 shares of restricted
stock ($85,210). Dividends are paid on restricted stock when and as paid on
the IDACORP Common Stock.
(2) Represents Idaho Power'sthe Company's contribution to the Employee Savings Plan (401-k
plan).
(3) Mr. Marshall retired as Chairman of the Board and Chief Executive Officer
effective September 30, 1999.
(4) Mr. Runyan resigned his position as Senior Vice President--Delivery for
Idaho Power effective September 30, 1999. In connection with his
resignation, the Company has agreed to pay Mr. Runyan an amount of money
equal to his base salary for a period of twenty-four months. The amount in
the All Other Compensation column includes $6,400 representing the Company's
contribution to the 401-k plan and $54,500 which represents the remainder of
Mr. Runyan's salary for 1999 following his resignation which is not included
in the 1999 salary column.
DIRECTOR COMPENSATION
During 1998,1999, each Director who was not an employee of IDACORP or Idaho Power
received $800 for each Board meeting and for each committee meeting attended.
In
addition, non-employeeNon-employee Directors who are chairman of Board committees received $1,820$1,840 per
month; other non-employee Directors received $1,650$1,670 per month. In addition, each
Director received an annual stock grant under the Director Stock Grant Program
of IDACORP, Inc., common stock equal to $6,000, or 181 shares, in June of 1999.
Mr. Miller was elected non-executive Chairman of the Board of IDACORP and Idaho
Power effective June 1, 1999. His compensation consists of a monthly retainer of
$3,000 per month and the annual stock grant under the Director Stock Grant
Program of $6,000, or 181 shares, in 1999. Mr. Miller does not receive meeting
fees for either Board or committee meetings. Directors may defer all or a
portion of any retainers and meeting fees under a deferred compensation plan.
Under the plan, at retirement Directors may elect to receive one lump-sum
payment of all amounts deferred with interest, or a series of up to 10 equal
annual payments, depending upon the specific deferral arrangement. A special
account is maintained on the books showing the amounts deferred and the interest
accrued thereon. The Directors participate in a non-qualified deferred
compensation plan (a non-qualified defined benefit plan for Directors) that is
financed by life insurance on the participants and provides, upon retirement
from the Idaho Power Board, for the payment of $17,500 per year for a period of
15 years.
15
Beginning October 1, 1998, sinceSince each director serves on both the IDACORP and Idaho Power Boards and on
the same committees of each Board, the monthly retainer will applyapplies to service on
both Boards as willdo the meeting fees for the Board meetings and for each committee
which has a corresponding committee at both companies. ItThe practice generally is expected that the practice will be
that meetings of the IDACORP and Idaho Power Boards and the corresponding
committees will beare held in conjunction with each other and a single meeting fee will beis
paid to each director for each set of meetings. Separate meeting fees will be
paid in the event a Board or committee meeting is not held in conjunction with a
meeting of the corresponding Board or committee and for those committee meetings
which do not have a corresponding committee.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The members of the Compensation Committees for 19981999 were John B. Carley,
Peter T. Johnson, Evelyn Loveless and Peter S. O'Neill. O'Neill Enterprises, of
which Mr. O'Neill is President, is the developer of the Surprise Valley
Partnership which is developing a residential community in southeast Boise. In
May of 1995, Idaho Power entered into an agreement leasing approximately 48.21
acres to Surprise Valley Partnership for 10 years at a monthly rate of
$1,118.75. The lease payments were based on an 8 percent return on fair market
value with the fair market value of the leased land determined by
22
independent appraisers. Idaho Power's appraisal was provided by Nelson &
Hastings, Real Estate Appraisers and Consultants, with Brad Janoush Appraisal
M.A.I. providing the appraisal for Surprise Valley Partnership.
EMPLOYMENT CONTRACTS AND
CHANGE OF CONTROL AGREEMENTS
Idaho Power entered into an employment agreement in 1997 with Richard
Riazzi, Vice President-MarketingPresident--Marketing and Sales, for a three-year term ending
December 1999, with automatic one year extensions thereafter unless the parties
agree to terminate. The agreement provides for a minimum base salary of $191,000
per year subject to annual review, a phantom stock award made in 1997, plus
annual and long-term incentive compensation opportunities. In the event of
termination of employment following a change of control, which is defined as the
acquisition of beneficial ownership of 20% of voting power, certain changes in
the Board, or approval by the shareholders of the liquidation, of certain merger
or consolidations or of certain transfers of assets, Mr. Riazzi will receive
18 months base salary plus the greater of two times the most recent annual bonus
or two times the average annual bonus for the three previous years, subject to
any limitations provided by Section 280G of the Internal Revenue Code.
16IDACORP entered into Change of Control Agreements with the Named Officers in
September 1999, which become effective for a three-year period upon a change of
control of IDACORP. If a change of control occurs, the Agreements provide that
specified payments and benefits would be paid in the event of termination of the
Executive's employment (i) by IDACORP, other than for cause, death or
disability, or (ii) by the Executive for constructive discharge or retirement,
at any time when the Agreements are in effect. In such event, each of the Named
Officers would receive payment of an amount equal to two and one-half times his
annual compensation, which shall be the highest combined amount of base salary
and bonus received by the Named Officer in any one of the five years preceding
termination. In addition, under these Agreements, each of the Named Officers
would receive (i) the immediate vesting of restricted stock granted prior to the
change in control; (ii) outplacement services for 12 months not to exceed
$12,000; and (iii) all benefits for a period of 24 months under the welfare
benefit plans.
For these purposes "cause" means the Executive's fraud or dishonesty which
has resulted or is likely to result in material economic damage to IDACORP or a
subsidiary of IDACORP, as determined in good faith by a vote of at least
two-thirds of the non-employee directors of IDACORP at a meeting of the Board at
which the Executive is provided an opportunity to be heard. "Constructive
discharge" includes material failure by IDACORP to comply with the Agreement,
relocation, and certain reduction in compensation or benefits.
A "change of control" is defined as (i) the acquisition by a party or
certain related parties of 20% or more of IDACORP's voting securities; (ii) a
purchase by a person of 20% or more of the outstanding stock pursuant to a
tender or exchange offer; (iii) shareholder approval of a merger or similar
transaction after which IDACORP's shareholders will hold 50% or less of the
voting securities of the surviving entity or (iv) a change in a majority of the
Board of Directors within a 24-month period without the approval of two-thirds
of the members of the Board.
23
PERFORMANCE GRAPH
SOURCE: ZACKS INVESTMENT RESEARCH, INC.
AND EDISON ELECTRIC INSTITUTE
COMPARISON OF CUMULATIVE TOTAL RETURN
$100 INVESTED DECEMBER 31, 19931994
[GRAPH]
PERIODS ENDING DECEMBER 31
SOURCE: ZACKS INVESTMENT RESEARCH, INC.
AND EDISON ELECTRIC INSTITUTE
The table shows a COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURNComparison of Five-Year Cumulative Total Shareholder Return
for IDACORP Common Stock, the S&P 500 Index and the Edison Electric Institute
(EEI) 100 Electric Utilities Index. The data assumes that $100 was invested on
December 31, 1993,1994, with beginning-of-period weighting of the peer group indices
(based on market capitalization) and monthly compounding of returns. As of
October 1, 1998, all outstanding shares of Idaho Power common stock were
exchanged on a share-for-share basis for IDACORP common stock.
EEI 100
ELECTRIC
IDACORP S & P 500 ELECTRIC UTILITIES
----------- ----------- ----------------------- --------- ------------------
1993................................................. $ 100.00 $ 100.00 $ 100.00
1994................................................. 83.17 101.32 88.43
1995................................................. 114.25 139.40 115.86
1996................................................. 126.02 171.40 117.25
1997................................................. 161.64 228.58 149.34
1998................................................. 164.47 293.91 170.071994 $100.00 $100.00 $100.00
1995 137.37 137.58 131.02
1996 151.51 169.17 132.59
1997 194.34 225.60 168.88
1998 197.74 290.08 192.34
1999 155.40 351.12 156.57
17
RETIREMENT BENEFITS
The following table sets forth the estimated annual retirement benefits
payable under the Idaho Power Retirement Plan (a qualified defined benefit
pension plan for all regular employees) and under the Idaho Power Security Plan
for Senior Management Employees (a non-qualified defined benefit plan for senior
management employees). The plans cover employees of IDACORP and Idaho Power.
24
PENSION PLAN TABLE
YEARS OF SERVICE
-------------------------------------------------------------------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- ---------------------------------------- ---------- ---------- ---------- ---------- ---------- ---------------------- -------- -------- -------- -------- -------- --------
$75,000$ 75,000 $ 45,000 $ 48,750 $ 52,500 $ 56,50056,250 $ 56,250 $ 56,250
$100,000 $ 60,000 $ 65,000 $ 70,000 $ 75,000 $ 75,000 $ 75,000
$125,000 $ 75,000 $ 81,250 $ 87,500 $ 93,750 $ 93,750 $ 93,750
$150,000 $ 90,000 $ 97,500 $ 105,000 $ 112,500 $ 112,500 $ 112,500$105,000 $112,500 $112,500 $112,500
$175,000 $ 105,000 $ 113,750 $ 122,500 $ 131,250 $ 131,250 $ 131,250$105,000 $113,750 $122,500 $131,250 $131,250 $131,250
$200,000 $ 120,000 $ 130,000 $ 140,000 $ 150,000 $ 150,000 $ 150,000$120,000 $130,000 $140,000 $150,000 $150,000 $150,000
$225,000 $ 135,000 $ 146,250 $ 157,500 $ 168,750 $ 168,750 $ 168,750$135,000 $146,250 $157,500 $168,750 $168,750 $168,750
$250,000 $ 150,000 $ 162,500 $ 175,000 $ 187,500 $ 187,500 $ 187,500$150,000 $162,500 $175,000 $187,500 $187,500 $187,500
$275,000 $ 165,000 $ 178,750 $ 192,500 $ 206,250 $ 206,250 $ 206,250$165,000 $178,750 $192,500 $206,250 $206,250 $206,250
$300,000 $ 180,000 $ 195,000 $ 210,000 $ 225,000 $ 225,000 $ 225,000$180,000 $195,000 $210,000 $225,000 $225,000 $225,000
$325,000 $ 195,000 $ 211,250 $ 227,500 $ 243,750 $ 243,750 $ 243,750$195,000 $211,250 $227,500 $243,750 $243,750 $243,750
$350,000 $ 210,000 $ 227,500 $ 245,000 $ 262,500 $ 262,500 $ 262,500$210,000 $227,500 $245,000 $262,500 $262,500 $262,500
$375,000 $ 225,000 $ 243,750 $ 262,500 $ 281,250 $ 281,250 $ 281,250$225,000 $243,750 $262,500 $281,250 $281,250 $281,250
$400,000 $ 240,000 $ 260,000 $ 280,000 $ 300,000 $ 300,000 $ 300,000$240,000 $260,000 $280,000 $300,000 $300,000 $300,000
$450,000 $ 270,000 $ 292,500 $ 315,000 $ 337,500 $ 337,500 $ 337,500$270,000 $292,500 $315,000 $337,500 $337,500 $337,500
$500,000 $ 300,000 $ 325,000 $ 350,000 $ 375,000 $ 375,000 $ 375,000$300,000 $325,000 $350,000 $375,000 $375,000 $375,000
Benefits under the Retirement Plan for senior management employees at normal
retirement age are calculated on years of creditcredited service using the average of
the highest five consecutive years' salary plus bonus (as reported in the
Summary Compensation Table) in the last 10 years before retirement. Benefits
under the Security Plan for Senior Management Employees are based upon a similar
average of the highest five consecutive years of salary plus bonus in the last
10 years before retirement, a normal retirement age of 62 years, years of
participation as a senior management employee, and are payable over the
participant's lifetime. Generally, total retirement benefits from the Retirement
Plan and Security Plan for Senior Management Employees will range from
60 percent to 75 percent of the participant's average salary plus bonus in the
highest five consecutive years in the last 10 years of employment. The Security
Plan is financed by life insurance on the participants and is designed so that
if assumptions made as to mortality expectation, policy dividends and other
factors are realized, Idaho Power will recover the cost of this plan. Effective
August 1, 1996, Idaho Power terminated its Supplemental Employee Retirement Plan
(a non-qualified plan that provided benefits that would otherwise have been
denied participants by reason of certain Internal Revenue Code limitationlimitations on
qualified plan benefits). Benefits payable from the Retirement Plan and the
Security Plan are included in the table above. Benefits shown above are not
subject to any deduction for Social Security benefits or other offset amounts.
18
As of December 31, 1998,1999, the final five-year average salary plus bonus under
the retirement plans as referred to above for the five Executive Officers named in
the Summary Compensation Table are: Mr. Marshall, $430,396;$473,639; Mr. Packwood,
$202,590;$256,443; Mr. Keen, $182,198;$209,136; Mr. Riazzi, $206,840;$233,477; Mr. Runyan, $231,423;
Mr. Miller, $127,239; and Mr Runyan, $216,354.Mr. Stahman, $163,884. Years of credited service under
the Retirement Plan and years of participation as a senior management employee
are, respectively: Mr. Marshall, 29,30, 22; Mr. Packwood, 29,22;30, 23; Mr. Keen, 25, 16;26, 17;
Mr. Runyan, 15, 10; Mr. Miller 23, 10; and Mr. Runyan, 14, 9;Stahman 22, 17. Mr. Riazzi has
twothree years of credited service, but has not vested in the plan.
ANNUAL REPORT
IDACORP's 19981999 annual report to shareholders, including financial statements
for 1996, 1997, 1998 and 1998,1999, was mailed on or about March 23, 1999,30, 2000, to all
shareholders of record, and copies have been mailed to all persons becoming shareholders of
record up to and including the stock record date for the meeting.record. Idaho Power financial statements for 1996, 1997, 1998 and 19981999
included in the joint Annual Report on Form 10-K were mailed to Idaho Power
shareholders of record on or about March 23, 1999.
200030, 2000.
25
2001 JOINT ANNUAL MEETING OF SHAREHOLDERS
IDACORP
Nominations for DirectorsDirector may be made only by the Board of Directors or by a
shareholder entitled to vote who has delivered written notice to the Secretary
of IDACORP or Idaho Power, as the case may be, not earlier than 90 days, and not
later than 60 days, prior to the first anniversary of this annual meeting.
Rule 14a-4 of the Securities and Exchange Commission's proxy rules allows a
company to use discretionary voting authority to vote on matters coming before
an annual meeting of shareholders, if the company does not have notice of the
matter at least 45 days before the date corresponding to the date on which the
company first mailed its proxy materials for prior year's annual meeting of
shareholders or the date specified by an advance notice provision in the
company's Bylaws.
IDACORP'sbylaws. The Bylaws of IDACORP and Idaho Power contain such an advance
notice provision. Under the Bylaws, no business may be brought before an annual
meeting of the shareholders except as specified in the notice of the meeting or
as otherwise properly brought before the meeting by or at the direction of the
Board or by a shareholder entitled to vote who has delivered written notice to
the Secretary of IDACORP or Idaho Power, as the case may be, not earlier than
90 days, and not later than 60 days, prior to the first anniversary of this
annual meeting.
For the 20002001 Joint Annual Meeting of Shareholders, expected to be held on
May 3,
2000,17, 2001, IDACORP and Idaho Power shareholders must submit such nominations
or proposals to the Secretary of IDACORP or Idaho Power, as the case may be, no
earlier than February 3, 20009, 2001 and no later than March 6,
2000.
IDAHO POWER
For the 2000 Joint Annual Meeting of Shareholders, expected to be held on May 3,
2000, Idaho Power shareholders are requested to submit any nominations for the
Board of Directors of Idaho Power to the Secretary of Idaho Power no earlier
than February 3, 2000 and no later than March 6, 2000.
Idaho Power's Bylaws do not contain an advance notice provision. For the 2000
Joint Annual Meeting of Shareholders, expected to be held on May 3, 2000, Idaho
Power shareholders must submit a written notice of matters they intend to bring
before the meeting to the Secretary of Idaho Power on or before February 7,
2000.
19
IDACORP AND IDAHO POWER12, 2001.
The requirements referred to above are separate and apart from the
Securities and Exchange Commission's requirements that a shareholder must meet
in order to have a shareholder proposal included in the proxy statement under
Rule 14a-8. For the 20002001 Joint Annual Meeting of Shareholders expected to be
held on May 3,
2000,17, 2001, any shareholder who wishes to submit a proposal for
inclusion in the joint proxy materials pursuant to Rule 14a-8 must submit such
proposal to the Secretary of IDACORP or Idaho Power, as the case may be, on or
before November 24, 1999.30, 2000.
IT IS REQUESTED THAT EACH SHAREHOLDER WHO CANNOT ATTEND THE MEETING SEND IN
HIS OR HER PROXY OR PROXIES WITHOUT DELAY.
2026
EXHIBIT A
IDACORP, INC.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
ARTICLE 1. ESTABLISHMENT, PURPOSE AND DURATION
1.1 ESTABLISHMENT OF THE PLAN. IDACORP, Inc., an Idaho corporation
(hereinafter referred to as the "Company"), hereby establishes an incentive and
compensation plan for officers, key employees and directors, to be known as the
"IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan" (hereinafter
referred to as the "Plan"), as set forth in this document. The Plan permits the
grant of nonqualified stock options (NQSO), incentive stock options (ISO), stock
appreciation rights (SAR), restricted stock, restricted stock units, performance
units, performance shares and other awards.
The Plan shall become effective when approved by the shareholders at the
2000 Annual Meeting of Shareholders (the "Effective Date") and shall remain in
effect as provided in Section 1.3 herein.
1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the success
and enhance the value of the Company by linking the personal interests of
Participants to those of Company shareholders and customers.
The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract and retain the services of Participants upon whose
judgment, interest and special effort the successful conduct of its operations
is largely dependent.
1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective Date,
as described in Section 1.1 herein, and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article 15 herein, until all Shares subject to it shall have been purchased or
acquired according to the Plan's provisions.
ARTICLE 2. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings set
forth below and, when such meaning is intended, the initial letter of the word
is capitalized:
2.1 AWARD means, individually or collectively, a grant under the Plan of
NQSOs, ISOs, SARs, Restricted Stock, Restricted Stock Units, Performance Units,
Performance Shares or any other type of award permitted under Article 10 of the
Plan.
2.2 AWARD AGREEMENT means an agreement entered into by each Participant and
the Company, setting forth the terms and provisions applicable to an Award
granted to a Participant under the Plan.
2.3 BASE VALUE of an SAR shall have the meaning set forth in Section 7.1
herein.
2.4 BOARD OR BOARD OF DIRECTORS means the Board of Directors of the
Company.
2.5 CHANGE IN CONTROL means the earliest of the following to occur:
(a) the public announcement by the Company or by any person (which
shall not include the Company, any subsidiary of the Company or any employee
benefit plan of the Company or of any subsidiary of the Company) ("Person")
that such Person, who or which, together with all Affiliates and Associates
(within the meanings ascribed to such terms in Rule 12b-2 of the Exchange
Act) of such Person, shall be the beneficial owner of twenty percent (20%)
or more of the voting stock then outstanding;
(b) the commencement of, or after the first public announcement of any
Person to commence, a tender or exchange offer the consummation of which
would result in any Person becoming the beneficial owner of voting stock
aggregating thirty percent (30%) or more of the then outstanding voting
stock;
(c) the announcement of any transaction relating to the Company
required to be described pursuant to the requirements of Item 6(e) of
Schedule 14A of Regulation 14A of the Securities and Exchange Commission
under the Exchange Act;
(d) a proposed change in the constituency of the Board such that,
during any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board cease for any reason to
constitute at least a majority thereof, unless the election or nomination
for election by the shareholders of the Company of each new director was
approved by a vote of at least two-thirds ( 2/3) of the directors then still
in office who were members of the Board at the beginning of the period;
(e) the Company enters into an agreement of merger, consolidation,
share exchange or similar transaction with any other corporation other than
a transaction which would result in the Company's voting stock outstanding
immediately prior to the consummation of such transaction continuing to
represent (either by remaining outstanding or by being converted into voting
stock of the surviving entity) at least two-thirds of the combined voting
power of the Company's or such surviving entity's outstanding voting stock
immediately after such transaction;
(f) the Board approves a plan of liquidation or dissolution of the
Company or an agreement for the sale or disposition by the Company (in one
transaction or a series of transactions) of all or substantially all of the
Company's assets to a person or entity which is not an affiliate of the
Company other than a transaction(s) for the purpose of dividing the
Company's assets into separate distribution, transmission or generation
entities or such other entities as the Company may determine; or
(g) any other event which shall be deemed by a majority of the
Executive Committee of the Board to constitute a "Change in Control."
2.6 CODE means the Internal Revenue Code of 1986, as amended from time to
time.
2.7 COMMITTEE means the committee, as specified in Article 3, appointed by
the Board to administer the Plan with respect to Awards.
2.8 COMPANY means IDACORP, Inc., an Idaho corporation, or any successor
thereto as provided in Article 17 herein.
2.9 COVERED EMPLOYEE means any Participant who would be considered a
"covered employee" for purposes of Section 162(m) of the Code.
2.10 DIRECTOR means any individual who is a member of the Board of
Directors of the Company.
2.11 DISABILITY means the continuous inability of an Employee because of
illness or injury to engage in any occupation or employment for wage or profit
with the Company or any other employer (including self-employment) for which he
is reasonably qualified by education, training or experience. An Employee will
not be considered disabled during any period unless he is under the regular care
and attendance of a duly qualified physician.
2.12 DIVIDEND EQUIVALENT means, with respect to Shares subject to an Award,
a right to be paid an amount equal to dividends declared on an equal number of
outstanding Shares.
2.13 ELIGIBLE PERSON means a Person who is eligible to participate in the
Plan, as set forth in Section 5.1 herein.
2.14 EMPLOYEE means an individual who is paid on the payroll of the Company
or of the Company's Subsidiaries, who is not covered by any collective
bargaining agreement to which the Company or any of its Subsidiaries is a party,
and is classified in the payroll system as a regular full-time, part-time or
temporary employee. For purposes of the Plan, transfer of employment of a
Participant between the Company and any one of its Subsidiaries (or between
Subsidiaries) shall not be deemed a termination of employment.
2
2.15 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.
2.16 EXERCISE PERIOD means the period during which an SAR or Option is
exercisable, as set forth in the related Award Agreement.
2.17 FAIR MARKET VALUE means the average of the high and low sale prices as
reported in the consolidated transaction reporting system, or, if there was no
such sale on the relevant date, then on the last previous day on which a sale
was reported.
2.18 FREESTANDING SAR means an SAR that is not a Tandem SAR.
2.19 INCENTIVE STOCK OPTION or ISO means an option to purchase Shares,
granted under Article 6 herein, which is designated as an Incentive Stock Option
and satisfies the requirements of Section 422 of the Code.
2.20 NONQUALIFIED STOCK OPTION or NQSO means an option to purchase Shares,
granted under Article 6 herein, which is not intended to be an Incentive Stock
Option under Section 422 of the Code.
2.21 OPTION means an Incentive Stock Option or a Nonqualified Stock Option.
2.22 OPTION EXERCISE PRICE means the price at which a Share may be
purchased by a Participant pursuant to an Option, as determined by the Committee
and set forth in the Option Award Agreement.
2.23 PARTICIPANT means an Eligible Person who has outstanding an Award
granted under the Plan.
2.24 PERFORMANCE GOALS means the performance goals established by the
Committee, which shall be based on one or more of the following measures: sales
or revenues, earnings per share, shareholder return and/or value, funds from
operations, operating income, gross income, net income, cash flow, return on
equity, return on capital, earnings before interest, operating ratios, stock
price, customer satisfaction, accomplishment of mergers, acquisitions,
dispositions or similar extraordinary business transactions, profit returns and
margins, financial return ratios and/or market performance. Performance goals
may be measured solely on a corporate, subsidiary or business unit basis, or a
combination thereof. Performance goals may reflect absolute entity performance
or a relative comparison of entity performance to the performance of a peer
group of entities or other external measure.
2.25 PERFORMANCE PERIOD means the time period during which Performance
Unit/Performance Share Performance Goals must be met.
2.26 PERFORMANCE SHARE means an Award described in Article 9 herein.
2.27 PERFORMANCE UNIT means an Award described in Article 9 herein.
2.28 PERIOD OF RESTRICTION means the period during which the transfer of
Restricted Stock is limited in some way, as provided in Article 8 herein.
2.29 PERSON shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act, as used in Sections 13(d) and 14(d)
thereof, including usage in the definition of a "group" in Section 13(d)
thereof.
2.30 PLAN means the IDACORP, Inc. 2000 Long-Term Incentive and Compensation
Plan.
2.31 QUALIFIED RESTRICTED STOCK means an Award of Restricted Stock
designated as Qualified Restricted Stock by the Committee at the time of grant
and intended to qualify for the exemption from the limitation on deductibility
imposed by Section 162(m) of the Code that is set forth in
Section 162(m)(4)(C).
2.32 QUALIFIED RESTRICTED STOCK UNIT means an Award of Restricted Stock
Units designated as Qualified Restricted Stock Units by the Committee at the
time of grant and intended to qualify for the
3
exemption from the limitation on deductibility imposed by Section 162(m) of the
Code that is set forth in Section 162(m)(4)(C).
2.33 RESTRICTED STOCK means an Award described in Article 8 herein.
2.34 RESTRICTED STOCK UNIT means an Award described in Article 8 herein.
2.35 RETIREMENT means a Participant's termination from employment with the
Company or a Subsidiary at the Participant's Early or Normal Retirement Date, as
applicable.
(a) EARLY RETIREMENT DATE -- shall mean the date on which a Participant
terminates employment, if such termination date occurs on or after
Participant's attainment of age fifty-five (55) but prior to
Participant's Normal Retirement Date.
(b) NORMAL RETIREMENT DATE -- shall mean the date on which the Participant
terminates employment, if such termination date occurs on or after the
Participant attains age sixty-two (62).
2.36 SECURITIES ACT means the Securities Act of 1933, as amended.
2.37 SHARES means the shares of common stock, no par value, of the Company.
2.38 STOCK APPRECIATION RIGHT or SAR means a right, granted alone or in
connection with a related Option, designated as an SAR, to receive a payment on
the day the right is exercised, pursuant to the terms of Article 7 herein. Each
SAR shall be denominated in terms of one Share.
2.39 SUBSIDIARY means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50 percent or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
2.40 TANDEM SAR means an SAR that is granted in connection with a related
Option, the exercise of which shall require forfeiture of the right to purchase
a Share under the related Option (and when a Share is purchased under the
Option, the Tandem SAR shall be similarly canceled).
ARTICLE 3. ADMINISTRATION
3.1 THE COMMITTEE. The Plan shall be administered by the Compensation
Committee or such other committee (the "Committee") as the Board of Directors
shall select consisting solely of two or more members of the Board. The members
of the Committee shall be appointed from time to time by, and shall serve at the
discretion of, the Board of Directors.
3.2 AUTHORITY OF THE COMMITTEE. The Committee shall have full power except
as limited by law, the Articles of Incorporation or the Bylaws of the Company,
subject to such other restricting limitations or directions as may be imposed by
the Board and subject to the provisions herein, to determine the Eligible
Persons to receive Awards; to determine the size and types of Awards; to
determine the terms and conditions of such Awards; to construe and interpret the
Plan and any agreement or instrument entered into under the Plan; to establish,
amend or waive rules and regulations for the Plan's administration; and (subject
to the provisions of Article 15 herein) to amend the terms and conditions of any
outstanding Award. Further, the Committee shall make all other determinations
which may be necessary or advisable for the administration of the Plan. As
permitted by law, the Committee may delegate its authorities as identified
hereunder.
3.3 RESTRICTIONS ON DISTRIBUTION OF SHARES AND SHARE
TRANSFERABILITY. Notwithstanding any other provision of the Plan, the Company
shall have no liability to deliver any Shares or benefits under the Plan unless
such delivery would comply with all applicable laws (including, without
limitation, the Securities Act) and applicable requirements of any securities
exchange or similar entity and unless the Participant's tax obligations have
been satisfied as set forth in Article 16. The Committee may impose such
restrictions
4
on any Shares acquired pursuant to Awards under the Plan as it may deem
advisable, including, without limitation, restrictions to comply with applicable
Federal securities laws, with the requirements of any stock exchange or market
upon which such Shares are then listed and/or traded and with any blue sky or
state securities laws applicable to such Shares.
3.4 DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, its shareholders, Eligible Persons, Employees,
Participants and their estates and beneficiaries.
3.5 COSTS. The Company shall pay all costs of administration of the Plan.
ARTICLE 4. SHARES SUBJECT TO THE PLAN
4.1 NUMBER OF SHARES. Subject to Section 4.2 herein, the maximum number of
Shares available for grant under the Plan shall be 750,000. Shares underlying
lapsed or forfeited Awards, or Awards that are not paid in Shares, may be reused
for other Awards; if the Option Exercise Price is satisfied by tendering Shares,
only the number of Shares issued net of the Shares tendered shall be deemed
issued under the Plan. Shares granted pursuant to the Plan may be
(i) authorized but unissued Shares of common stock, (ii) treasury shares or
(iii) Shares purchased on the open market.
4.2 ADJUSTMENTS IN AUTHORIZED SHARES AND AWARDS. In the event of any
merger, reorganization, consolidation, recapitalization, liquidation, stock
dividend, split-up, spin-off, stock split, reverse stock split, share
combination, share exchange or other change in the corporate structure of the
Company affecting the Shares, such adjustment shall be made in the outstanding
Awards, the number and class of Shares which may be delivered under the Plan,
and in the number and class of and/or price of Shares subject to outstanding
Awards granted under the Plan, as may be determined to be appropriate and
equitable by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights. Notwithstanding the foregoing, (i) each such adjustment
with respect to an Incentive Stock Option shall comply with the rules of
Section 424(a) of the Code and (ii) in no event shall any adjustment be made
which would render any Incentive Stock Option granted hereunder to be other than
an incentive stock option for purposes of Section 422 of the Code. In no event
shall the Committee have the right to amend an outstanding Option Award for the
sole purpose of reducing the exercise price thereof.
4.3 INDIVIDUAL LIMITATIONS. Subject to Section 4.2 above, (i) the total
number of Shares with respect to which Options or SARs may be granted in any
calendar year to any Covered Employee shall not exceed 100,000 Shares; (ii) the
total number of Qualified Restricted Stock Shares or Qualified Restricted Stock
Units that may be granted in any calendar year to any Covered Employee shall not
exceed 100,000 Shares or Units, as the case may be; (iii) the total number of
Performance Shares or Performance Units that may be granted in any calendar year
to any Covered Employee shall not exceed 100,000 Shares or Units, as the case
may be; (iv) the total number of Shares that are intended to qualify for
deduction under Section 162(m) of the Code granted pursuant to Article 10 herein
in any calendar year to any Covered Employee shall not exceed 100,000 Shares;
(v) the total cash Award that is intended to qualify for deduction under
Section 162(m) of the Code that may be paid pursuant to Article 10 herein in any
calendar year to any Covered Employee shall not exceed $300,000; and (vi) the
aggregate number of Dividend Equivalents that are intended to qualify for
deduction under Section 162(m) of the Code that a Covered Employee may receive
in any calendar year shall not exceed 400,000.
ARTICLE 5. ELIGIBILITY AND PARTICIPATION
5.1 ELIGIBILITY. Persons eligible to participate in the Plan ("Eligible
Persons") include all officers, key employees and directors of the Company and
its Subsidiaries, as determined by the Committee.
5
5.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all Eligible Persons those to whom
Awards shall be granted.
ARTICLE 6. STOCK OPTIONS
6.1 GRANT OF OPTIONS. Subject to the terms and conditions of the Plan,
Options may be granted to an Eligible Person at any time and from time to time,
as shall be determined by the Committee.
The Committee shall have complete discretion in determining the number of
Shares subject to Options granted to each Eligible Person (subject to Article 4
herein) and, consistent with the provisions of the Plan, in determining the
terms and conditions pertaining to such Options. The Committee may grant ISOs,
NQSOs or a combination thereof.
6.2 OPTION AWARD AGREEMENT. Each Option grant shall be evidenced by an
Option Award Agreement that shall specify the Option Exercise Price, the term of
the Option, the number of Shares to which the Option pertains, the Exercise
Period and such other provisions as the Committee shall determine, including but
not limited to any rights to Dividend Equivalents. The Option Award Agreement
shall also specify whether the Option is intended to be an ISO or a NQSO.
6.3 EXERCISE OF AND PAYMENT FOR OPTIONS. Options granted under the Plan
shall be exercisable at such times and shall be subject to such restrictions and
conditions as the Committee shall in each instance approve.
A Participant may exercise an Option at any time during the Exercise Period.
Options shall be exercised by the delivery of a written notice of exercise to
the Company, setting forth the number of Shares with respect to which the Option
is to be exercised, accompanied by provision for full payment for the Shares.
The Option Exercise Price shall be payable: (a) in cash or its equivalent,
(b) by tendering previously acquired Shares having an aggregate Fair Market
Value at the time of exercise equal to the total Option Exercise Price, (c) by
broker-assisted cashless exercise or (d) by a combination of (a), (b) and/or
(c).
6.4 TERMINATION. Each Option Award Agreement shall set forth the extent to
which the Participant shall have the right to exercise the Option following
termination of the Participant's employment with or service on the Board of the
Company and its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee (subject to applicable law), shall be included in
the Option Award Agreement entered into with Participants, need not be uniform
among all Options granted pursuant to the Plan or among Participants and may
reflect distinctions based on the reasons for termination.
6.5 TRANSFERABILITY OF OPTIONS. Except as otherwise determined by the
Committee, all Options granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such Participant, and no Option
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution. ISOs are not transferable other than by will or by the laws of
descent and distribution.
ARTICLE 7. STOCK APPRECIATION RIGHTS
7.1 GRANT OF SARS. Subject to the terms and conditions of the Plan, an SAR
may be granted to an Eligible Person at any time and from time to time as shall
be determined by the Committee. The Committee may grant Freestanding SARs,
Tandem SARs or any combination of these forms of SARs.
The Committee shall have complete discretion in determining the number of
SARs granted to each Eligible Person (subject to Article 4 herein) and,
consistent with the provisions of the Plan, in determining the terms and
conditions pertaining to such SARs.
6
The Base Value of a Freestanding SAR shall equal the Fair Market Value of a
Share on the date of grant of the SAR. The Base Value of Tandem SARs shall equal
the Option Exercise Price of the related Option.
7.2 SAR AWARD AGREEMENT. Each SAR grant shall be evidenced by an SAR Award
Agreement that shall specify the number of SARs granted, the Base Value, the
term of the SAR, the Exercise Period and such other provisions as the Committee
shall determine.
7.3 EXERCISE AND PAYMENT OF SARS. Tandem SARs may be exercised for all or
part of the Shares subject to the related Option upon the surrender of the right
to exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.
Notwithstanding any other provision of the Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference between the Option Exercise Price of the
underlying ISO and the Fair Market Value of the Shares subject to the underlying
ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be
exercised only when the Fair Market Value of the Shares subject to the ISO
exceeds the Option Exercise Price of the ISO.
Freestanding SARs may be exercised upon whatever terms and conditions the
Committee, in its sole discretion, imposes upon them.
A Participant may exercise an SAR at any time during the Exercise Period.
SARs shall be exercised by the delivery of a written notice of exercise to the
Company, setting forth the number of SARs being exercised. Upon exercise of an
SAR, a Participant shall be entitled to receive payment from the Company in an
amount equal to the product of:
(a) the excess of (i) the Fair Market Value of a Share on the date of
exercise over (ii) the Base Value multiplied by
(b) the number of Shares with respect to which the SAR is exercised.
At the sole discretion of the Committee, the payment to the Participant upon
SAR exercise may be in cash, in Shares of equivalent value or in some
combination thereof.
7.4 TERMINATION. Each SAR Award Agreement shall set forth the extent to
which the Participant shall have the right to exercise the SAR following
termination of the Participant's employment with or service on the Board of the
Company and its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the SAR Award Agreement
entered into with Participants, need not be uniform among all SARs granted
pursuant to the Plan or among Participants and may reflect distinctions based on
the reasons for termination.
7.5 TRANSFERABILITY OF SARS. Except as otherwise determined by the
Committee, all SARs granted to a Participant under the Plan shall be exercisable
during his or her lifetime only by such Participant or his or her legal
representative, and no SAR granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution.
ARTICLE 8. RESTRICTED STOCK AND RESTRICTED STOCK UNITS
8.1 GRANT OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS. Subject to the
terms and conditions of the Plan, Restricted Stock and/or Restricted Stock Units
may be granted to an Eligible Person at any time and from time to time, as shall
be determined by the Committee.
The Committee shall have complete discretion in determining the number of
shares of Restricted Stock and/or Restricted Stock Units granted to each
Eligible Person (subject to Article 4 herein) and,
7
consistent with the provisions of the Plan, in determining the terms and
conditions pertaining to such Awards.
In addition, the Committee may, prior to or at the time of grant, designate
an Award of Restricted Stock or Restricted Stock Units as Qualified Restricted
Stock or Qualified Restricted Stock Units, as the case may be, in which event it
will condition the grant or vesting, as applicable, of such Qualified Restricted
Stock or Qualified Restricted Stock Units, as the case may be, upon the
attainment of the Performance Goals selected by the Committee.
8.2 RESTRICTED STOCK/RESTRICTED STOCK UNIT AWARD AGREEMENT. Each grant of
Restricted Stock and/or Restricted Stock Units grant shall be evidenced by a
Restricted Stock and/or Restricted Stock Unit Award Agreement that shall specify
the number of shares of Restricted Stock and/or Restricted Stock Units granted,
the initial value (if applicable), the Period or Periods of Restriction, and
such other provisions as the Committee shall determine.
8.3 TRANSFERABILITY. Restricted Stock and Restricted Stock Units granted
hereunder may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the end of the applicable Period of Restriction
established by the Committee and specified in the Award Agreement. During the
applicable Period of Restriction, all rights with respect to the Restricted
Stock and Restricted Stock Units granted to a Participant under the Plan shall
be available during his or her lifetime only to such Participant or his or her
legal representative.
8.4 CERTIFICATES. No certificates representing Stock shall be issued until
such time as all restrictions applicable to such Shares have been satisfied.
8.5 REMOVAL OF RESTRICTIONS. Restricted Stock shall become freely
transferable by the Participant after the last day of the Period of Restriction
applicable thereto. Once Restricted Stock is released from the restrictions, the
Participant shall be entitled to receive a certificate. Payment of Restricted
Stock Units shall be made after the last day of the Period of Restriction
applicable thereto. The Committee, in its sole discretion, may pay Restricted
Stock Units in cash or in Shares (or in a combination thereof), which have an
aggregate Fair Market Value equal to the value of the Restricted Stock Units.
8.6 VOTING RIGHTS. During the Period of Restriction, Participants may
exercise full voting rights with respect to the Restricted Stock.
8.7 DIVIDENDS AND OTHER DISTRIBUTIONS. Subject to the Committee's right to
determine otherwise at the time of grant, during the Period of Restriction,
Participants shall receive all regular cash dividends paid with respect to the
Shares while they are so held. All other distributions paid with respect to such
Restricted Stock shall be credited to Participants subject to the same
restrictions on transferability and forfeitability as the Restricted Stock with
respect to which they were paid and shall be paid to the Participant promptly
after the full vesting of the Restricted Stock with respect to which such
distributions were made.
Rights, if any, to Dividend Equivalents on Restricted Stock Units shall be
established by the Committee at the time of grant and set forth in the Award
Agreement.
8.8 TERMINATION. Each Restricted Stock/Restricted Stock Unit Award
Agreement shall set forth the extent to which the Participant shall have the
right to receive Restricted Stock and/or a Restricted Stock Unit payment
following termination of the Participant's employment with or service on the
Board of the Company and its Subsidiaries. Such provisions shall be determined
in the sole discretion of the Committee, shall be included in the Award
Agreement entered into with Participants, need not be uniform among all grants
of Restricted Stock/Restricted Stock Units or among Participants and may reflect
distinctions based on the reasons for termination.
8
ARTICLE 9. PERFORMANCE UNITS AND PERFORMANCE SHARES
9.1 GRANT OF PERFORMANCE UNITS AND PERFORMANCE SHARES. Subject to the
terms and conditions of the Plan, Performance Units and/or Performance Shares
may be granted to an Eligible Person at any time and from time to time, as shall
be determined by the Committee.
The Committee shall have complete discretion in determining the number of
Performance Units and/or Performance Shares granted to each Eligible Person
(subject to Article 4 herein) and, consistent with the provisions of the Plan,
in determining the terms and conditions pertaining to such Awards.
9.2 PERFORMANCE UNIT/PERFORMANCE SHARE AWARD AGREEMENT. Each grant of
Performance Units and/or Performance Shares shall be evidenced by a Performance
Unit and/or Performance Share Award Agreement that shall specify the number of
Performance Units and/or Performance Shares granted, the initial value (if
applicable), the Performance Period, the Performance Goals and such other
provisions as the Committee shall determine, including but not limited to any
rights to Dividend Equivalents.
9.3 VALUE OF PERFORMANCE UNITS/PERFORMANCE SHARES. Each Performance Unit
shall have an initial value that is established by the Committee at the time of
grant. The value of a Performance Share shall be equal to the Fair Market Value
of a Share. The Committee shall set Performance Goals in its discretion which,
depending on the extent to which they are met, will determine the number and/or
value of Performance Units/Performance Shares that will be paid out to the
Participants.
9.4 EARNING OF PERFORMANCE UNITS/PERFORMANCE SHARES. After the applicable
Performance Period has ended, the Participant shall be entitled to receive a
payout with respect to the Performance Units/ Performance Shares earned by the
Participant over the Performance Period, to be determined as a function of the
extent to which the corresponding Performance Goals have been achieved.
9.5 FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/PERFORMANCE
SHARES. Payment of earned Performance Units/Performance Shares shall be made
following the close of the applicable Performance Period. The Committee, in its
sole discretion, may pay earned Performance Units/Shares in cash or in Shares
(or in a combination thereof), which have an aggregate Fair Market Value equal
to the value of the earned Performance Units/Shares at the close of the
applicable Performance Period. Such Shares may be granted subject to any
restrictions deemed appropriate by the Committee.
9.6 TERMINATION. Each Performance Unit/Performance Share Award Agreement
shall set forth the extent to which the Participant shall have the right to
receive a Performance Unit/Performance Share payment following termination of
the Participant's employment with or service on the Board of the Company and its
Subsidiaries during a Performance Period. Such provisions shall be determined in
the sole discretion of the Committee, shall be included in the Award Agreement
entered into with Participants, need not be uniform among all grants of
Performance Units/Performance Shares or among Participants and may reflect
distinctions based on reasons for termination.
9.7 TRANSFERABILITY. Except as otherwise determined by the Committee, a
Participant's rights with respect to Performance Units/Performance Shares
granted under the Plan shall be available during the Participant's lifetime only
to such Participant or the Participant's legal representative and Performance
Units/Performance Shares may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution.
ARTICLE 10. OTHER AWARDS
The Committee shall have the right to grant other Awards which may include,
without limitation, the grant of Shares based on attainment of Performance Goals
established by the Committee, the payment of Shares in lieu of cash or cash
based on attainment of Performance Goals established by the Committee, and the
payment of Shares in lieu of cash under other Company incentive or bonus
programs. Payment
9
under or settlement of any such Awards shall be made in such manner and at such
times as the Committee may determine.
ARTICLE 11. BENEFICIARY DESIGNATION
Each Participant under the Plan may, from time to time, name any beneficiary
or beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of the Participant's death before
the Participant receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company and will be effective only when filed by the
Participant in writing with the Company during the Participant's lifetime. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.
The spouse of a married Participant domiciled in a community property
jurisdiction shall join in any designation of beneficiary or beneficiaries other
than the spouse.
ARTICLE 12. DEFERRALS
The Committee may permit a Participant to defer the Participant's receipt of
the payment of cash or the delivery of Shares that would otherwise be due to
such Participant under the Plan. If any such deferral election is permitted, the
Committee shall, in its sole discretion, establish rules and procedures for such
payment deferrals.
ARTICLE 13. RIGHTS OF PARTICIPANTS
13.1 TERMINATION. Nothing in the Plan shall interfere with or limit in any
way the right of the Company or any Subsidiary to terminate any Participant's
employment or other relationship with the Company or any Subsidiary at any time,
for any reason or no reason in the Company's or the Subsidiary's sole
discretion, nor confer upon any Participant any right to continue in the employ
of, or otherwise in any relationship with, the Company or any Subsidiary.
13.2 PARTICIPATION. No Eligible Person shall have the right to be selected
to receive an Award under the Plan, or, having been so selected, to be selected
to receive a future Award.
13.3 LIMITATION OF IMPLIED RIGHTS. Neither a Participant nor any other
Person shall, by reason of the Plan, acquire any right in or title to any
assets, funds or property of the Company or any Subsidiary whatsoever,
including, without limitation, any specific funds, assets or other property
which the Company or any Subsidiary, in their sole discretion, may set aside in
anticipation of a liability under the Plan. A Participant shall have only a
contractual right to the Shares or amounts, if any, payable under the Plan,
unsecured by any assets of the Company or any Subsidiary. Nothing contained in
the Plan shall constitute a guarantee that the assets of such companies shall be
sufficient to pay any benefits to any Person.
Except as otherwise provided in the Plan, no Award under the Plan shall
confer upon the holder thereof any right as a shareholder of the Company prior
to the date on which the individual fulfills all conditions for receipt of such
rights.
ARTICLE 14. CHANGE IN CONTROL
The terms of this Article 14 shall immediately become operative, without
further action or consent by any person or entity, upon a Change in Control, and
once operative shall supersede and take control over any other provisions of
this Plan.
Upon a Change in Control
(a) Any and all Options and SARs granted hereunder shall become immediately
vested and exercisable;
10
(b) Any restriction periods and restrictions imposed on Restricted Stock,
Restricted Stock Units, Qualified Restricted Stock or Qualified
Restricted Stock Units shall be deemed to have expired; any Performance
Goals shall be deemed to have been met at the target level; such
Restricted Stock and Qualified Restricted Stock shall become immediately
vested in full, and such Restricted Stock Units and Qualified Restricted
Stock Units shall be paid out in cash; and
(c) The target payout opportunity attainable under all outstanding Awards of
Performance Units and Performance Shares and any other Awards shall be
deemed to have been fully earned for the entire Performance Period(s) as
of the effective date of the Change in Control. All Awards shall become
immediately vested. All Performance Shares and other Awards denominated
in Shares shall be paid out in Shares, and all Performance Units and
other Awards shall be paid out in cash.
ARTICLE 15. AMENDMENT, MODIFICATION AND TERMINATION
15.1 AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole or
in part.
15.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment or modification
of the Plan shall adversely affect in any material way any Award previously
granted under the Plan without the written consent of the Participant holding
such Award, unless such termination, modification or amendment is required by
applicable law and except as otherwise provided herein.
ARTICLE 16. WITHHOLDING
16.1 TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
(including any Shares withheld as provided below) sufficient to satisfy Federal,
state and local taxes (including the Participant's FICA obligation) required by
law to be withheld with respect to an Award made under the Plan.
16.2 SHARE WITHHOLDING. With respect to tax withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising out of or as a result of Awards granted
hereunder, Participants may elect to satisfy the withholding requirement, in
whole or in part, by tendering Shares held by the Participant or by having the
Company withhold Shares having a Fair Market Value equal to the minimum
statutory total tax which could be imposed on the transaction. All elections
shall be irrevocable, made in writing and signed by the Participant.
ARTICLE 17. SUCCESSORS
All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise of all or substantially all of the business
and/or assets of the Company.
ARTICLE 18. LEGAL CONSTRUCTION
18.1 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine, the plural shall
include the singular and the singular shall include the plural.
18.2 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
18.3 REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
18.4 GOVERNING LAW. To the extent not preempted by Federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with, and
governed by, the laws of the State of Idaho.
11
[LOGO] IDACORP
JOINT PROXY STATEMENT
MEETING EXPECTATIONS IN A NEW CENTURY
[LOGO] IDAHO
POWER
-------------------
An IDACORP Company
NOTICE OF JOINT
ANNUAL MEETING
OF SHAREHOLDERS
10:00 A.M. LOCAL TIME
MAY 11, 2000
BOISE, IDAHO
BOISE CENTRE ON THE GROVE
850 WEST FRONT STREET
BOISE, IDAHO
IDACORP
Shareowner Services
P.O. Box 70
Boise, ID 83707
March 23, 199930, 2000
Dear ShareholderShareholders of IDACORP:
It is our pleasure to invite you to attend the upcoming 19992000 joint annual
meeting of Shareholders of IDACORP Inc., and Idaho Power Company to be held on May
5, 1999,11, 2000, at 2:10:00 P.M.A.M., local time, at the Boise Centre on the Grove, 850
West Front Street, Boise, Idaho. Your Board of Directors and management look
forward to personally greeting those shareholders able to attend.
Information about the business of the meeting and the nominees for election
as members of the Board of Directors is set forth in the Notice of Meeting and
the Joint Proxy Statement on the following pages. This year IDACORP, Inc. is
asking you to elect three Directors, to approve the IDACORP 2000 Long-Term
Incentive and Compensation Plan and to ratify the appointment of an
independent auditor for the fiscal year ending December 31, 1999.
The utility industry continues to undergo2000.
Your Company is undergoing change and we will continue to changerebuild our
organization to meet the challenges of a competitive future. Anticipating
and responding to the competitive future is critical to our continued viability and will determine our
success
in increasing the value of your investment. We will again share with you
changes in the utility industry and the rebuilding of our organization.
YOUR VOTE IS IMPORTANT. EMPLOYEES ARE THE SINGLE LARGEST HOLDER OF IDACORP'S
COMMON STOCK. YOU CAN BE SURE YOUR SHARES ARE REPRESENTED AT THE
MEETING BY PROMPTLY RETURNING YOUR COMPLETED PROXY IN THE ENCLOSED ENVELOPE.
You may revoke your proxy prior to or at the meeting and may vote in person
if you wish.
/s/ Joseph W. Marshall /s/ Jan B. Packwood
Joseph W. MarshallJon M. Miller Jan B. Packwood
Chairman &of the Board President and Chief Executive Officer
President & Chief Operating Officer
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
IDACORP
This Proxy is solicited on Behalf of the Board of Directors.
Properly executed proxies will be voted as marked and, if not marked, proxies
received will be voted "For" proposal (1), election of management's nominees
for directors, "For" Proposal (2), approval of the IDACORP Long-Term
Incentive and Compensation Plan and "For" proposal (2)(3), ratification of the
selection of Deloitte & Touche LLP as independent auditorauditors for the fiscal
year 1999.2000.
The undersigned hereby appoints Joseph W. MarshallJan B. Packwood and Robert W. Stahman, and
each of them, proxies withwill full power of substitution toof vote for the
undersigned at the Joint Annual Meeting of Shareholders of IDACORP, Inc. and
Idaho Power Company and at any adjournmentsadjournment thereof, on the matters set forth
in the Proxy Statement and such other matters as may come before the meetingmeeting;
and hereby directs that this proxy be voted in accordance with the
instructions herein.
Please date, sign and promptly mail in the self-addressed return envelope
which requires no postage if mailed in the United States. Please so indicate
following your signature if you are signing in a representative capacity. If
shares are held jointly, both owners should sign.
March 23, 1999
Dear Shareholder of IDACORP:
It is our pleasureTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
IDACORP, INC.
If you wish to invitehave any comments forward to the
Company, you to attend the upcoming 1999 joint annual
meeting of Shareholders of IDACORP, Inc.must mark this box and Idaho Power Company to be held on
May 5, 1999, at 2:00 P.M., local time, at the Boise Centrethen write | |
your comments on the Grove, 850
West Front Street, Boise, Idaho. Yourreverse side of this form.
The Board of Directors For Withhold For All
Recommends a vote FOR the All All Except
proposals regarding:
1. Election of Directors:
01) Peter T. Johnson;
02) Peter S. O'Neill;
03) Jan B. Packwood. | | | | | |
To withhold authority to vote, mark "For All Except" and management look
forward to personally greeting those shareholders able to attend.
Information aboutwrite the business of the meeting and the nominees for election as
members of the Board of Directors is set forth in the Notice of Meeting and the
Joint Proxy Statementnominee's
number on the following pages. This year,line below.
- ------------------------------
2. Approve the IDACORP Inc. is asking
you to elect Directors2000 For Against Abstain
Long-Term Incentive and
to ratify the appointment of an independent auditor
for the fiscal year ending December 31, 1999.
The utility industry continues to undergo change, and we continue to change to
meet the challenges of a competitive future. Anticipating and responding to the
competitive future is critical to our continued viability and will determine our
success in increasing the value of your investment. We will again share with you
changes in the industry and the rebuilding of our organization.
YOUR VOTE IS IMPORTANT. YOU CAN BE SURE YOUR SHARES ARE REPRESENTED AT THE
MEETING BY PROMPTLY RETURNING YOUR COMPLETED PROXY IN THE ENCLOSED ENVELOPE.
You may revoke your proxy prior to or at the meeting and may vote in person
if you wish.
/s/ Joseph W. Marshall /s/ Jan B. Packwood
Joseph W. Marshall Jan B. Packwood
Chairman & Chief Executive Officer President & Chief Operating Officer
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Properly executed proxies will be voted as marked and, if not marked, proxies
received will be voted "For" proposal (1), election of management's nominees for
directors, and "For" proposal (2), ratificationCompensation Plan. | | | | | |
3. Ratification of the selection
of Deloitte & Touche LLP as
independent auditorIndependent Auditor for the
fiscal year 1999.
The undersigned hereby appoints Joseph W. Marshall and Robert W. Stahman, and
each of them, proxies with full power of substitution to vote for the
undersigned at the Joint Annual Meeting ofending
December 31, 2000 | | | | | |
- ------------------------------ ---------------------------------
Signature Date
- ------------------------------ ----------------------------------
Signature Date
IDAHO POWER
Shareowner Services
P.O. Box 70
Boise, ID 83707
March 30, 2000
Dear Shareholders of IDACORP, Inc. and
Idaho Power Company, and at any adjournments thereof, on the matters set
forth in the Proxy Statement and such other matters as may come before the
meeting and hereby directs that this proxy be voted in accordance with the
instructions herein.
Please date, sign and promptly mail in the self-addressed return envelope which
requires no postage if mailed in the United States. Please so indicate following
your signature if you are signing in a representative capacity. If shares are
held jointly, both owners should sign.
March 23, 1999
Dear Shareholder of Idaho Power Company:
It is our pleasure to invite you to attend the upcoming 19992000 joint annual
meeting of Shareholders of IDACORP, Inc., and Idaho Power Company and IDACORP to be held on May
5, 1999,11, 2000, at 2:10:00 P.M.A.M., local time, at the Boise Centre on the Grove, 850
West Front Street, Boise, Idaho. Your Board of Directors and management look
forward to personally greeting those shareholders able to attend.
Information about the business of the meeting and the nominees for election
as members of the Board of Directors is set forth in the Notice of Meeting
and the Joint Proxy Statement on the following pages. This year Idaho Power
Company is asking you to elect three Directors, to amend certain Articles of
the Restated Articles of Incorporation, and to ratify the appointment of an
independent auditor for the fiscal year ending December 31, 1999.
The utility industry continues to undergo2000.
Your Company is undergoing change and we will continue to changerebuild our
organization to meet the challenges of a competitive future. Anticipating and
responding to the competitive future is critical to our continued viability and will determine our
success in
increasing the value of your investment. We will again share with you changes
in the utility industry and the rebuilding of our organization.
YOUR VOTE IS IMPORTANT. YOU CAN BE SURE YOUR SHARES ARE REPRESENTED AT THE
MEETING BY PROMPTLY RETURNING YOUR COMPLETED PROXY IN THE ENCLOSED ENVELOPE.
You may revoke your proxy prior to or at the meeting and may vote in person
if you wish.
/s/ Joseph W. Marshall /s/ Jan B. Packwood
Joseph W. MarshallJon H. Miller Jan B. Packwood
Chairman &of the Board President and Chief Executive Officer
President & Chief Operating Officer
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Idaho Power Company
This Proxy is Solicited on Behalf of the Board of Directors.
Properly executed proxies will be voted as marked and, if not marked, proxies
received will be voted "For" proposal (1), election of management's nominees
for directors, "For" Proposal (2), to amend certain Articles of the Idaho
Power Restated Articles of Incorporation and "For" proposal (2)(3), ratification
of the selection of Deloitte & Touche LLP as independent auditorauditors for the
fiscal year 1999.2000.
The undersigned hereby appoints Joseph W. MarshallJan B. Packwood and Robert W. Stahman, and
each of them, proxies withwill full power of substitution to vote for the
undersigned at the Joint Annual Meeting of Shareholders of IDACORP, Inc. and
Idaho Power
Company and IDACORP, Inc. and at any adjournmentsadjournment thereof, on the matters set
forth in the Proxy Statement and such other matters as may come before the
meetingmeeting; and hereby directs that this proxy be voted in accordance with the
instructions herein.
Please date, sign and promptly mail in the self-addressed return envelope
which requires no postage if mailed in the United States. Please so indicate
following your signature if you are signingsinging in a representative capacity. If
shares are held jointly, both owners should sign.
- --------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS REGARDING:
(1) ELECTION OF DIRECTORS: ROGER L. BREEZLEY; JOHN B. CARLEY; JACK K. LEMLEY; EVELYN LOVELESS
FOR WITHHOLD
all nominees listed above (except |_| authority to vote for all |_|
as marked to the contrary to the nominees to the right
right)
(INSTRUCTIONS: To withhold
authority to vote for any
individual nominee, write that
nominee's name on the line
provided below.)
FOR AGAINST ABSTAIN
(2) Ratification of the selection --- ------- -------
of Deloitte & Touche LLP as |_| |_| |_| ------------------------------
Independent Auditor for the fiscal
year ending December 31, 1999
If you wish to have any comments forwarded to
the Company, you must mark this box and then write |_|
your comments on the reverse side of this form.
- --------------------------------------------------------------------------------------------------------
- ---------------- ------------ PLEASE MARK ALL
ACCOUNT NUMBER SHARES CHOICES LIKE THIS |X|
SIGNATURE__________________________DATE_______
SIGNATURE__________________________DATE_______
- --------------------------------------------------------------------------------------------------------
The Board of Directors Recommends a vote FOR the proposals regarding:
(1) ELECTION OF DIRECTORS:
FOR WITHHOLD ROTCHFORD L. BARKER; ROBERT D.
all nominees listed to the right |_| Authority to vote for all |_| ROLINDER; ROGER L. BREEZLEY; JOHN
(except as marked to the contrary nominees to the right B. CARLEY; PETER T. JOHNSON; JACK
to the right) K. LEMLEY; EVELYN LOVELESS; JON
H. MILLER; JOSEPH W. MARSHALL;
PETER S. O'NEIL; JAN D.
PACKWOOD; ROBERT A. TINSTMAN
(INSTRUCTIONS: To withhold
FOR AGAINST ABSTAIN authority to vote for any
(2) Ratification of the selection --- ------- ------- individual nominee, write that
of Deloitte & Touche LLP as |_| |_| |_| nominee's name on the line
Independent Auditor for the fiscal provided below.)
year ending December 31, 1999
------------------------------
If you wish to have any comments forwarded to
the Company, you must mark this box and then write |_|
your comments on the reverse side of this form.
- --------------------------------------------------------------------------------------------------------
- ---------------- ------------ PLEASE MARK ALL
ACCOUNT NUMBER SHARES CHOICES LIKE THIS |X|
SIGNATURE__________________________DATE_______
SIGNATURE__________________________DATE_______
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Idaho Power Company
If you wish to have any comments forwarded to the
Company, you must mark this box and then write | |
your comments on the reverse side of this form.
The Board of Directors For Withhold For All
Recommends a vote FOR the All All Except
proposals regarding:
1. Election of Directors:
01) Peter T. Johnson;
02) Peter S. O'Neill;
03) Jan B. Packwood. | | | | | |
To withhold authority to vote, mark "For All Except" and write the nominee's
number on the line below.
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2. Amend certain Articles For Against Abstain
of Idaho Power Restated
Articles of Incorporation. | | | | | |
3. Ratification of the selection
of Deloitte & Touche LLP as
Independent Auditor for the
fiscal year ending
December 31, 2000 | | | | | |
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Signature Date
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Signature Date