UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Exact name of registrants as specified in
Commission their charters, address of principal executive IRS Employer
File Number offices and registrants' telephone number Identification Number
----------------------- -------------------------------------------------------- ---------------------------
1-14465 IDACORP, Inc. 82-0505802
1-3198 Idaho Power Company 82-0130980
1221 W. Idaho Street
Boise, ID 83702-5627
(208) 388-2200
|
State or Other Jurisdiction of Incorporation: Idaho
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
IDACORP, Inc.
IDAHO POWER COMPANY
Form 8-K
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 19, 2005, the Compensation Committee (the "Committee") of the Boards of Directors (the "Boards") of IDACORP, Inc. ("IDACORP") and Idaho Power Company ("IPC") approved new base compensation, effective for the first pay period of 2005, for executive officers of IDACORP and IPC. The Boards approved the new base compensation on January 20, 2005. Base compensation for those executive officers who were named executive officers in the 2004 proxy statement for the Joint Annual Meeting of Shareholders of IDACORP and Idaho Power Company and those expected to be named this year (the "NEOs") is contained in IDACORP and IPC's 2005 Base Compensation Table for the NEOs, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The adjustments to base compensation for the NEOs set forth in Exhibit 10.1 follow two consecutive years of no increase in base compensation, and, in the case of Mr. Anderson, a substantial increase in responsibility.
On January 19, 2005, the Committee adopted the 2005 IDACORP Executive Incentive Plan (the "2005 Incentive Plan") and established award opportunities. The Boards approved the 2005 Incentive Plan and the award opportunities at their meeting on January 20, 2005. A copy of the 2005 Incentive Plan is attached hereto as Exhibit 10.2 and incorporated herein by reference. Attached hereto as Exhibit 10.3 and incorporated herein by reference is the 2005 Executive Plan award opportunity chart indicating the award opportunities for the NEOs of IDACORP and IPC.
The terms of the 2005 Incentive Plan provide for annual cash incentive award opportunities based upon IDACORP and subsidiary performance measures, with a threshold, target and maximum level. The amount of incentive will be calculated by multiplying base salary by the product of the approved incentive percentage and the combined multiplier.
The goals for 2005 are a combination of (i) operational and customer service goals for IPC (weighted 40%), (ii) net income for IPC (weighted 30%) and (iii) consolidated net income for IDACORP (weighted 30%).
The first goal has two components: (i) customer satisfaction and (ii) total non-fuel operation and maintenance ("O&M") expense (excluding pension expense and third party transmission expense) and capital expenditures. Achievement of customer satisfaction, as measured by the customer relationship index, at the threshold level results in a multiplier of 10%; target level - 20%; and maximum level - 40%. Achievement of specified levels of total O&M and capital expenditures will result in multipliers at the threshold level of 10%; target level - 20%; and maximum level - 40%.
Achievement of target levels of IPC net income and consolidated IDACORP net income will result in multipliers of 30%, and maximum levels will result in multipliers of 60%, respectively.
Participants who retire, die or become disabled during the year remain eligible to receive an award. Participants who terminate employment for other reasons are not eligible for an award. The Committee has full discretion to determine the extent to which goals have been achieved, the payment level and whether any final payment will be made. Awards may be adjusted up or down and may be made regardless of the level of achievement of performance goals. However, no award may be paid to IDACORP/IPC executives if there is no payment of awards to employees under the IDACORP/IPC Employee Incentive Plan.
On January 19, 2005, the Committee made grants of restricted stock (time vesting) and restricted stock (performance vesting) under the IDACORP 2000 Long-Term Incentive and Compensation Plan. The Boards approved the restricted stock grants and the restricted period for time vesting and the financial goal for performance vesting at their meeting on January 20, 2005. Copies of the forms of the IDACORP 2000 Long-Term Incentive and Compensation Plan Restricted Stock Award Agreement (time vesting) and IDACORP 2000 Long-Term Incentive and Compensation Plan Restricted Stock Award Agreement (performance vesting) are attached hereto as Exhibits 10.4 and 10.5, respectively. The NEOs who received restricted stock (time vesting) and restricted stock (performance vesting) are listed on Exhibits 10.6 and 10.7, respectively, which are incorporated herein by reference.
The restricted stock (time vesting) grants will vest in full on January 1, 2009, subject to the participant remaining employed during the restricted period. Participants will receive a prorated number of shares if they retire, die or become disabled during the restricted period, based on the number of full months they were employed. Participants who terminate employment for other reasons will forfeit the shares. Participants are entitled to vote the shares and receive dividends during the restricted period.
The restricted stock (performance vesting) grants have a three-year restricted period from January 1, 2005 through December 31, 2007 with a single financial goal of cumulative earnings per share ("CEPS"). To receive a final share award, the participant must be employed during the entire restricted period, and IDACORP must achieve the three-year CEPS performance goal established by the Committee. Awards can be earned at the threshold, target or maximum level. Participants will receive a prorated award if they retire, die or become disabled during the restricted period, based on the number of full months they were employed. Awards that are not earned are forfeited. Participants who terminate employment for other reasons forfeit the shares. Participants are entitled to vote the shares and receive dividends during the restricted period.
On January 19, 2005, the Committee approved new compensation, effective January 1, 2005, for non-employee directors of the Boards. The Boards approved the new compensation at their meeting on January 20, 2005. Under the compensation program for non-employee directors, a
description of which is attached hereto as Exhibit 10.8, each director who is not an IDACORP or IPC employee will receive $1,250 for each Board meeting and for each committee meeting attended, an increase from $1,000 in 2004. The Chairman of the Audit Committee will receive $3,125 per month, an increase from $2,295 per month in 2004, the Chairman of the Compensation Committee will receive $2,916 per month, an increase from $2,295 per month in 2004, and the Chairman of the Corporate Governance Committee will receive $2,583 per month, an increase from $1,962 per month in 2004. Other non-employee directors will receive $2,083 per month, an increase from $1,670 in 2004. In addition, each non-employee director, including the non-executive Chairman will receive on February 1 an annual stock grant under the IDACORP, Inc. Non-Employee Directors Stock Compensation Plan equal to approximately $40,000, an increase from $16,000 in 2004. The annual director stock option grant of 3,000 shares was eliminated. Mr. Miller, as non-executive Chairman of the Board of IDACORP and IPC, will receive a monthly retainer of $7,000, an increase from $6,500 in 2004. Mr. Miller does not receive meeting fees for either Board or committee meetings.
A copy of the IDACORP Non-Employee Directors Stock Compensation Plan, as amended on January 20, 2005, is attached hereto as Exhibit 10.9.
Directors may defer all or a portion of any retainers and meeting fees under a deferred compensation plan. Under the plan, directors may elect to receive one lump-sum payment of all amounts deferred with interest (the interest rate is equal to the Moody's Long-term Corporate Bond Yield Average rate, plus three (3) percent), or a series of up to 10 equal annual payments, depending upon the specific deferral arrangement. A liability account is maintained showing the amounts deferred and the interest accrued thereon.
Since each director serves on both the Boards of IDACORP and IPC and on the same committees of each Board, the monthly retainer applies to service on both Boards, as do the meeting fees for the Board meetings and for each committee which has a corresponding committee at both companies. Generally, meetings of IDACORP and IPC Boards and the corresponding committees are held in conjunction with each other and a single meeting fee is 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.
Under the IPC Retirement Plan (a qualified defined benefit pension plan for all regular employees) and the IPC Security Plan for Senior Management Employees (a non-qualified defined benefit plan for senior management employees), the normal retirement age is 62. Jan B. Packwood, President and Chief Executive Officer and Director of IDACORP and Chief Executive Officer and Director of IPC will reach the age of 62 in April 2005. To encourage Mr. Packwood to remain in his existing positions with IDACORP and IPC for one or two years beyond the normal retirement age of 62, the Committee, on January 19, 2005, approved a grant of 16,000 shares of restricted stock (time vesting) with 8,000 shares vesting in full on April 15, 2006 and 8,000 shares vesting in full on April 15, 2007, subject to continued employment. The Boards approved this grant of restricted stock at their meeting on January 20, 2005. Mr.
Packwood would receive a prorated number of shares if he were to die or become disabled during the restricted period, based on the number of full months he was employed. Should Mr. Packwood terminate employment for other reasons, he would forfeit the shares. Mr. Packwood will be entitled to vote the shares and receive dividends during the restricted period. Mr. Packwood's restricted stock award agreement is filed as Exhibit 10.10 hereto.
On January 25, 2005 IDACORP and Goldman, Sachs & Co. entered into Amendment No. 1 to the Selling Agency Agreement dated February 28, 2001 to eliminate the reporting requirements under the agreement in connection with the filing by IDACORP of a Current Report on Form 8-K.
On January 25, 2005 IDACORP and Wachovia Capital Markets, LLC (formerly known as Wachovia Securities, Inc.) entered into Amendment No. 1 to the Selling Agency Agreement dated November 12, 2002 to eliminate the reporting requirements under the agreement in connection with the filing by IDACORP of a Current Report on Form 8-K.
The amendments are filed as Exhibits 1.1 and 1.2 hereto.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(d) As previously reported, Jack K. Lemley retired from the Boards on January 2, 2005, when he reached age 70, as required by the IDACORP bylaws and the IPC Restated Articles of Incorporation, as amended (the "Charter") and bylaws. As discussed in Item 5.03 below, on January 20, 2005, IDACORP and IPC amended their bylaws and the Charter to raise the mandatory retirement age to 72. Mr. Lemley was then invited to rejoin the Boards, effective February 1, 2005. Mr. Lemley will serve on the Compensation Committee.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
(a) On January 20, 2005, the Board of Directors of IDACORP amended IDACORP's bylaws to raise the mandatory retirement age for members of the Board of Directors from age 70 to 72, effective immediately. A copy of the IDACORP bylaws as amended is filed as Exhibit 3.1 hereto.
On January 20, 2005, the Board of Directors of IPC amended IPC's bylaws and Charter to raise the mandatory retirement age for members of the Board of Directors from age 70 to 72, effective immediately. IDACORP, as sole shareholder of IPC, consented to such amendment. A copy of the IPC bylaws as amended is filed as Exhibit 3.2 hereto, and a copy of the Charter amendment is filed as Exhibit 3.3 hereto.
ITEM 8.01 OTHER EVENTS
On January 24, 2005, Fitch Inc. ("Fitch") announced that it had lowered the long-term debt ratings of IDACORP and the long-term and short-term debt ratings of IPC. According to Fitch, the rating outlook for both companies is stable. These downgrades are expected to increase the cost of new debt and other issued securities going forward.
Fitch stated that the downgrade of IPC's ratings reflected IPC's increased earnings volatility and debt burden relative to cash flows, primarily due to the adverse effect of ongoing drought conditions in southern Idaho and the lower than expected general rate case order issued by the Idaho Public Utilities Commission in 2004. According to Fitch, consolidated leverage has also been adversely affected by higher non-utility debt. Fitch noted that the revised ratings also considered the moderating effect of IPC's power cost adjustment mechanism, which has enabled the company to maintain solid interest coverage ratios, the positive impact of a more conservative corporate business profile, and ongoing efforts to reduce financial leverage. Fitch stated that the stable rating outlook assumes a return to normal stream flows and hydroelectric generation output in 2006.
The following outlines the former and current Fitch ratings of IPC's and IDACORP's securities:
---------------------------- ------------------------ ------------------------
IPC IDACORP
---------------------------- ------------- ---------- ------------ -----------
Former Current Former Current
---------------------------- ------------- ---------- ------------ -----------
Corporate Credit Rating None None None None
---------------------------- ------------- ---------- ------------ -----------
Senior Secured Debt A A- None None
---------------------------- ------------- ---------- ------------ -----------
Senior Unsecured Debt A- BBB+ BBB+ BBB
---------------------------- ------------- ---------- ------------ -----------
Preferred Stock BBB+ BBB None None
---------------------------- ------------- ---------- ------------ -----------
Commercial Paper F-1 F-2 F-2 F-2
---------------------------- ------------- ---------- ------------ -----------
Rating Outlook Negative Stable Negative Stable
---------------------------- ------------- ---------- ------------ -----------
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The following outlines the current Standard & Poor's Ratings Services ("Standard & Poor's"), Moody's Investors Service ("Moody's") and Fitch ratings of IPC's and IDACORP's securities:
---------------------------------------------------------------------------
Standard & Poor's Moody's Fitch
---------------------------------------------------------------------------
IPC IDACORP IPC IDACORP IPC IDACORP
---------------------------------------------------------------------------
Corporate BBB+ BBB+ Baa1 Baa2 None None
Credit
Rating
---------------------------------------------------------------------------
Senior A- None A3 None A- None
Secured
Debt
---------------------------------------------------------------------------
Senior BBB BBB Baa1 Baa2 BBB+ BBB
Unsecured (prelim) (prelim)
Debt
---------------------------------------------------------------------------
Subordinated None BBB- None None None None
Debt (prelim)
---------------------------------------------------------------------------
Preferred BBB- None (P)Baa3 None BBB None
Stock (prelim)
---------------------------------------------------------------------------
Trust None BBB- None (P)Baa3 None None
Preferred (prelim)
Stock
---------------------------------------------------------------------------
Short-Term BBB/A-2 None Baa1/ None None None
Tax-Exempt VMIG-2
Debt
---------------------------------------------------------------------------
Commercial A-2 A-2 P-2 P-2 F-2 F-2
Paper
---------------------------------------------------------------------------
Credit None None Baa1 Baa2 None None
Facility
---------------------------------------------------------------------------
Rating Stable Stable Stable Stable Stable Stable
Outlook
---------------------------------------------------------------------------
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These security ratings reflect the views of the rating agencies. An explanation of the significance of these ratings may be obtained from each rating agency. Such ratings are not a recommendation to buy, sell or hold securities. Any rating can be revised upward or downward or withdrawn at any time by a rating agency if it decides that the circumstances warrant the change. Each rating should be evaluated independently of any other rating.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Number Description
1.1 Amendment No. 1, dated January 25, 2005, to Selling Agency
Agreement between IDACORP and Goldman, Sachs & Co.
1.2 Amendment No. 1, dated January 25, 2005, to Selling Agency
Agreement between IDACORP and Wachovia Capital Markets, LLC
(formerly known as Wachovia Securities, Inc.)
3.1 Amended Bylaws of IDACORP, amended on January 20, 2005 and
presently in effect
3.2 Amended Bylaws of Idaho Power Company, amended January 20,
2005 and presently in effect
3.3 Articles of Amendment to Restated Articles of Incorporation of
Idaho Power Company, as amended, as filed with the Secretary
of State of the State of Idaho on January 21, 2005
10.1 IDACORP, Inc. and Idaho Power Company NEO 2005 Base
Compensation Table
10.2 2005 IDACORP, Inc. Executive Incentive Plan
10.3 2005 IDACORP, Inc. Executive Incentive Plan NEO Award
Opportunity Chart
10.4 IDACORP, Inc. 2000 Long-Term Incentive and Compensation
Plan-Form of Restricted Stock Award Agreement (time vesting)
10.5 IDACORP, Inc. 2000 Long-Term Incentive and Compensation
Plan-Form of Restricted Stock Award Agreement (performance
vesting)
10.6 IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan
Restricted Stock Awards (time vesting) to NEOs Chart
10.7 IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan
Restricted Stock Awards (performance vesting) to NEOs Chart
10.8 IDACORP, Inc. and Idaho Power Company Compensation for
Non-Employee Directors of the Board of Directors
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10.9 IDACORP, Inc. Non-Employee Directors Stock Compensation Plan,
as amended on January 20, 2005.
10.10 Jan B. Packwood 2005 Restricted Stock Award Agreement
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Dated: January 26, 2005
IDACORP, Inc.
By: /s/ Darrel T. Anderson
----------------------
Darrel T. Anderson
Senior Vice President -
Administrative Services
and Chief Financial Officer
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IDAHO POWER COMPANY
By: /s/ Darrel T. Anderson
----------------------
Darrel T. Anderson
Senior Vice President -
Administrative Services
and Chief Financial Officer
|
INDEX TO EXHIBITS
Number Description
1.1 Amendment No. 1, dated January 25, 2005, to Selling Agency
Agreement between IDACORP and Goldman, Sachs & Co.
1.2 Amendment No. 1, dated January 25, 2005, to Selling Agency
Agreement between IDACORP and Wachovia Capital Markets, LLC
(formerly known as Wachovia Securities, Inc.)
3.1 Amended Bylaws of IDACORP, amended on January 20, 2005 and
presently in effect
3.2 Amended Bylaws of Idaho Power Company, amended January 20,
2005 and presently in effect
3.3 Articles of Amendment to Restated Articles of Incorporation of
Idaho Power Company, as amended, as filed with the Secretary
of State of the State of Idaho on January 21, 2005
10.1 IDACORP, Inc. and Idaho Power Company NEO 2005 Base
Compensation Table
10.2 2005 IDACORP, Inc. Executive Incentive Plan
10.3 2005 IDACORP, Inc. Executive Incentive Plan NEO Award
Opportunity Chart
10.4 IDACORP, Inc. 2000 Long-Term Incentive and Compensation
Plan-Form of Restricted Stock Award Agreement (time vesting)
10.5 IDACORP, Inc. 2000 Long-Term Incentive and Compensation
Plan-Form of Restricted Stock Award Agreement (performance
vesting)
10.6 IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan
Restricted Stock Awards (time vesting) to NEOs Chart
10.7 IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan
Restricted Awards (performance vesting) to NEOs Chart
10.8 IDACORP, Inc. and Idaho Power Company Compensation for
Non-Employee Directors of the Board of Directors
10.9 IDACORP, Inc. Non-Employee Directors Stock Compensation Plan,
as amended on January 20, 2005.
10.10 Jan B. Packwood 2005 Restricted Stock Award Agreement
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Exhibit 1.1
Amendment No. 1, dated January 25, 2005, to Selling Agency Agreement Between IDACORP, Inc. and Goldman, Sachs & Co.
AMENDMENT NO. 1
DATED AS OF JANUARY 25, 2005
TO
IDACORP, INC.
MEDIUM-TERM NOTES, SERIES A
DUE FROM NINE MONTHS TO FORTY YEARS
FROM DATE OF ISSUE
SELLING AGENCY AGREEMENT
BY AND BETWEEN
IDACORP, INC.
AND
GOLDMAN, SACHS & CO.
DATED FEBRUARY 28, 2001
AMENDMENT NO. 1, DATED AS OF JANUARY 25, 2005, TO
IDACORP, INC. MEDIUM-TERM NOTES, SERIES A, DUE FROM NINE MONTHS TO
FORTY YEARS FROM DATE OF ISSUE, SELLING AGENCY AGREEMENT
BY AND BETWEEN IDACORP, INC. AND GOLDMAN, SACHS & Co.
DATED FEBRUARY 28, 2001
WHEREAS, IDACORP, Inc., an Idaho corporation (the "Company"), and Goldman, Sachs & Co. ("Goldman, Sachs") desire to amend the Selling Agency Agreement, dated February 28, 2001, by and between the Company and Goldman, Sachs (the "Selling Agency Agreement") so as to eliminate the reporting requirements with respect to the filing with the Securities and Exchange Commission of a Current Report on Form 8-K;
NOW THEREFORE, the Company and Goldman, Sachs hereby amend the Selling Agency Agreement as follows:
Section 4(i) of the Selling Agency Agreement is hereby amended to read:
"Each time the Company files with the Commission an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a material amendment or supplement thereto, each time that the Company requests you to solicit offers to purchase the Notes and each time that a Terms Agreement is executed and delivered, the Company will deliver or cause to be delivered promptly to you a certificate of the Company, in form reasonably satisfactory to you, signed by the Chief Executive Officer or the President or the principal financial or accounting officer of the Company, dated the date of delivery of such certificate, of the same tenor as the certificate referred to in Section 5(d) but modified to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate."
Section 4(j) of the Selling Agency Agreement is hereby amended to read:
"Each time the Company files with the Commission an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a material amendment or supplement thereto, each time that the Company requests you to solicit offers to purchase the Notes and each time that a Terms Agreement is executed and delivered, the Company will furnish or cause to be furnished promptly to you a written opinion of counsel for the Company, in form reasonably satisfactory to you, dated the date of delivery of such opinion, of the same tenor as the opinion referred to in Section 5(b) but modified to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such opinion or, in lieu of such opinion, counsel last furnishing such an opinion to you may furnish you with a letter to the effect that you may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion will be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement)."
Section 4(k) of the Selling Agency Agreement is hereby amended to read:
"Each time that the Company files with the Commission an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a material amendment or supplement thereto, each time that the Company requests you to solicit offers to purchase the Notes and each time that a Terms Agreement is executed and delivered, the Company shall cause its independent public accountants promptly to furnish you a letter, dated five business days after the date of the effectiveness of such amendment or the date of the filing of such supplement, in form satisfactory to you, of the same tenor as the letter referred to in Section 5(e) with such changes as may be necessary to reflect the amended and supplemental financial information included or incorporated by reference in the Registration Statement and the Prospectus, as amended or supplemented to the date of such letter; provided, however, that, if the Registration Statement or the Prospectus is amended or supplemented solely to include or incorporate by reference financial information as of and for a fiscal quarter, the Company's independent public accountants may limit the scope of such letter, which shall be satisfactory in form to you, to the unaudited financial statements, the related "Management's Discussion and Analysis of Financial Condition and Results of Operations" and any other information of an accounting, financial or statistical nature included in such amendment or supplement, unless, in your reasonable judgment, such letter should cover other information or changes in specified financial statement line items."
Section 5(d) of the Selling Agency Agreement is hereby amended to read:
"The Company shall have furnished to the Agent a certificate of the Company, signed by the Chief Executive Officer or the President or the principal financial or accounting officer of the Company, dated the Execution Time, to the effect that:
(i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied as a condition to the obligation of the Agent to solicit offers to purchase the Notes;
(ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and
(iii) since the date of the most recent audited financial statements included in or incorporated by reference in the Prospectus, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries considered as a whole,
whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Prospectus."
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to Goldman, Sachs, will be mailed, delivered or telegraphed and confirmed to Goldman, Sachs at the address specified in Schedule I to the Selling Agency Agreement; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to the Company at 1221 W. Idaho Street, Boise, Idaho 83702-5627, attention of the Secretary.
Successors. This Amendment No. 1 to the Selling Agency Agreement will inure to the benefit of and be binding upon the parties hereto, their respective successors, the controlling persons referred to in Section 7 of the Selling Agency Agreement and no other person will have any right or obligation hereunder.
Applicable Law. This Amendment No. 1 to the Selling Agency Agreement will be governed by and construed in accordance with the laws of the State of New York.
Agreement to Remain in Full Force. All of the terms of the Selling Agency Agreement, as amended hereby, shall remain and continue in full force and effect and are hereby confirmed, as so amended, in all respects.
Counterparts. This Amendment No. 1 to the Selling Agency Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, IDACORP, Inc. and Goldman, Sachs & Co. have caused this Amendment No. 1 to the Selling Agency Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first above written.
GOLDMAN, SACHS & CO.
By: /s/ Goldman, Sachs & Co.
--------------------------------------
Name:
Title:
|
IDACORP, INC.
By: /s/ Darrel T. Anderson
--------------------------------------
Name: Darrel T. Anderson
Title: Senior Vice President -
Administrative Services and
Chief Financial Officer
|
Exhibit 1.2
Amendment No. 1, dated January 25, 2005, to Selling Agency Agreement Between IDACORP, Inc. and Wachovia Capital Markets, LLC
(formerly known as Wachovia Securities, Inc.)
AMENDMENT NO. 1
DATED AS OF JANUARY 25, 2005
TO
IDACORP, INC.
MEDIUM-TERM NOTES, SERIES A
DUE FROM NINE MONTHS TO FORTY YEARS
FROM DATE OF ISSUE
SELLING AGENCY AGREEMENT
BY AND BETWEEN
IDACORP, INC.
AND
WACHOVIA CAPITAL MARKETS, LLC
(FORMERLY KNOWN AS WACHOVIA SECURITIES, INC.)
DATED NOVEMBER 12, 2002
AMENDMENT NO. 1, DATED AS OF JANUARY 25, 2005, TO
IDACORP, INC. MEDIUM-TERM NOTES, SERIES A, DUE FROM NINE MONTHS TO
FORTY YEARS FROM DATE OF ISSUE, SELLING AGENCY AGREEMENT
BY AND BETWEEN IDACORP, INC. AND WACHOVIA CAPITAL MARKETS, LLC
(FORMERLY KNOWN AS WACHOVIA SECURITIES, INC.)
DATED NOVEMBER 12, 2002
WHEREAS, IDACORP, Inc., an Idaho corporation (the "Company"), and Wachovia Capital Markets, LLC (formerly known as Wachovia Securities, Inc.) ("Wachovia") desire to amend the Selling Agency Agreement, dated November 12, 2002, by and between the Company and Wachovia (the "Selling Agency Agreement") so as to eliminate the reporting requirements with respect to the filing with the Securities and Exchange Commission of a Current Report on Form 8-K;
NOW THEREFORE, the Company and Wachovia hereby amend the Selling Agency Agreement as follows:
Section 4(i) of the Selling Agency Agreement is hereby amended to read:
"Each time the Company files with the Commission an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a material amendment or supplement thereto, each time that the Company requests you to solicit offers to purchase the Notes and each time that a Terms Agreement is executed and delivered, the Company will deliver or cause to be delivered promptly to you a certificate of the Company, in form reasonably satisfactory to you, signed by the Chief Executive Officer or the President or the principal financial or accounting officer of the Company, dated the date of delivery of such certificate, of the same tenor as the certificate referred to in Section 5(d) but modified to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate."
Section 4(j) of the Selling Agency Agreement is hereby amended to read:
"Each time the Company files with the Commission an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a material amendment or supplement thereto, each time that the Company requests you to solicit offers to purchase the Notes and each time that a Terms Agreement is executed and delivered, the Company will furnish or cause to be furnished promptly to you a written opinion of counsel for the Company, in form reasonably satisfactory to you, dated the date of delivery of such opinion, of the same tenor as the opinion referred to in Section 5(b) but modified to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such opinion or, in lieu of such opinion, counsel last furnishing such an opinion to you may furnish you with a letter to the effect that you may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion will be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement)."
Section 4(k) of the Selling Agency Agreement is hereby amended to read:
"Each time that the Company files with the Commission an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a material amendment or supplement thereto, each time that the Company requests you to solicit offers to purchase the Notes and each time that a Terms Agreement is executed and delivered, the Company shall cause its independent public accountants promptly to furnish you a letter, dated five business days after the date of the effectiveness of such amendment or the date of the filing of such supplement, in form satisfactory to you, of the same tenor as the letter referred to in Section 5(e) with such changes as may be necessary to reflect the amended and supplemental financial information included or incorporated by reference in the Registration Statement and the Prospectus, as amended or supplemented to the date of such letter; provided, however, that, if the Registration Statement or the Prospectus is amended or supplemented solely to include or incorporate by reference financial information as of and for a fiscal quarter, the Company's independent public accountants may limit the scope of such letter, which shall be satisfactory in form to you, to the unaudited financial statements, the related "Management's Discussion and Analysis of Financial Condition and Results of Operations" and any other information of an accounting, financial or statistical nature included in such amendment or supplement, unless, in your reasonable judgment, such letter should cover other information or changes in specified financial statement line items."
Section 5(d) of the Selling Agency Agreement is hereby amended to read:
"The Company shall have furnished to the Agent a certificate of the Company, signed by the Chief Executive Officer or the President or the principal financial or accounting officer of the Company, dated the Execution Time, to the effect that:
(i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied as a condition to the obligation of the Agent to solicit offers to purchase the Notes;
(ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and
(iii) since the date of the most recent audited financial statements included in or incorporated by reference in the Prospectus, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries considered as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Prospectus."
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to Wachovia, will be mailed, delivered or telegraphed and confirmed to Wachovia at the address specified in Schedule I to the Selling Agency Agreement; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to the Company at 1221 W. Idaho Street, Boise, Idaho 83702-5627, attention of the Secretary.
Successors. This Amendment No. 1 to the Selling Agency Agreement will inure to the benefit of and be binding upon the parties hereto, their respective successors, the controlling persons referred to in Section 7 of the Selling Agency Agreement and no other person will have any right or obligation hereunder.
Applicable Law. This Amendment No. 1 to the Selling Agency Agreement will be governed by and construed in accordance with the laws of the State of New York.
Agreement to Remain in Full Force. All of the terms of the Selling Agency Agreement, as amended hereby, shall remain and continue in full force and effect and are hereby confirmed, as so amended, in all respects.
Counterparts. This Amendment No. 1 to the Selling Agency Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, IDACORP, Inc. and Wachovia Capital Markets, LLC have caused this Amendment No. 1 to the Selling Agency Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first above written.
WACHOVIA CAPITAL MARKETS, LLC.
By: /s/ Amy Kabatznick
------------------------------------------
Name: Amy Kabatznick
Title: Managing Director
|
IDACORP, INC.
By: /s/ Darrel T. Anderson
------------------------------------------
Name: Darrel T. Anderson
Title: Senior Vice President -
Administrative Services and
Chief Financial Officer
|
Exhibit 3.1
IDACORP, Inc.
Amended By-Laws of IDACORP, amended on January 20, 2005 and presently in effect.
Amended Bylaws
of
IDACORP, Inc.
Boise, Idaho
January 20, 2005
Article I
Office
Section 1.1. Principal Office. The Company shall maintain its principal office in Boise, Idaho.
Section 1.2. Registered Office. The Company shall maintain a registered office in the State of Idaho, as required by the Idaho Business Corporation Act (the "Act").
Article II
Shareholders
Section 2.1. Annual Meeting of Shareholders. An annual meeting of the shareholders shall be held on the first Wednesday of May or such other time as may be designated by the Board of Directors.
Section 2.2. Special Meetings. A special meeting of the shareholders may be called at any time by the President, a majority of the Board of Directors or the Chairman of the Board. A special meeting of the shareholders also may be called by the holders of not less than twenty percent (20%) of all the shares entitled to vote on any issue proposed to be considered at the proposed special meeting if such holders sign, date and deliver to the Secretary of the Company one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held. Upon receipt of one (1) or more written demands for such proposed special meeting by the holders of not less than twenty percent (20%) of all the shares entitled to vote on any issue proposed to be considered at the proposed special meeting, the Secretary of the Company shall be responsible for determining whether such demand or demands conform to the requirements of the Act, the Restated Articles of Incorporation and these Bylaws. After making an affirmative determination, the Secretary shall prepare, sign and deliver the notices required for such meeting. The shareholders' demand may suggest a time and place for the meeting but the Board of Directors shall, by resolution, determine the time and place of any such meeting.
Section 2.3. Place of Meetings. All meetings of the shareholders shall be held at the Company's principal office or at such other place as shall be designated in the notice of such meetings.
Section 2.4. Notice of Shareholders' Meeting. Written notice of the time and place of a meeting of the shareholders shall be mailed to each shareholder entitled to receive notice under the Act: (a) not less than 10 days nor more than 60 days prior to the date of an annual or special meeting of the shareholders; or (b) if applicable, within 30 days after the date on which a shareholder demand satisfying the requirements of Section 2.2 is delivered to the Secretary of the Company. Every notice of an annual or special meeting of shareholders shall be deemed duly served when the notice is deposited in the United States mail or with a private overnight courier service, with postage prepaid and addressed to the shareholder at the shareholder's address as it appears on the Company's records or if a shareholder shall have filed
with the Secretary of the Company a written request that the notice be sent to some other address, then to such other address. If an annual or special shareholders' meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if such new date, time or place is announced at the meeting before adjournment. In any event, if a new record date for the adjourned meeting is or must be determined, notice of the adjourned meeting shall be given to persons who are shareholders as of the new record date.
Section 2.5. Waiver of Notice. Any shareholder may waive any required notice of the time, place and purpose of any meeting of the shareholders by telegram, telecopy, confirmed facsimile or other writing, either before or after such meeting has been held. Such waiver must be signed by the shareholder entitled to the notice and be delivered to the Company for inclusion in the minutes or filing with the corporate records. The attendance of any shareholder at any shareholders' meeting shall constitute a waiver of: (a) any objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) any objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
Section 2.6. Quorum of Shareholders. Unless the Restated Articles of Incorporation or the Act provide otherwise, a majority of the outstanding shares entitled to vote on a particular matter at a meeting shall constitute a quorum for purposes of action on that matter at the meeting. A share may be represented at a meeting by the record holder thereof in person or by proxy. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. Whether or not a quorum is present, the meeting may be adjourned by a majority vote of the shareholders present or represented. At any adjourned meeting where a quorum is present, any business may be transacted that could have been transacted at the meeting originally called.
Section 2.7. Record Date for Determination of Shareholders. The Board of Directors shall establish a record date for determining shareholders entitled to notice of a shareholders' meeting, to vote or to take any other action, which date shall not be more than 70 days before the meeting or action requiring a determination of shareholders. A determination of shareholders is effective for any adjournment of the meeting, unless a new record date is or must be set.
Section 2.8. Shareholders' List for Meeting. The officer or agent in charge of the stock transfer books for shares of the Company shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. The list shall be made available for inspection by any shareholder, at least 10 days before the meeting for which the list was prepared and continuing through the meeting, at the Company's principal office or at a place identified in the meeting notice in the city where the meeting will be held. The Company also shall make the list available at the shareholders' meeting, and any shareholder is entitled to inspect the list at any time during the meeting or any adjournment.
Section 2.9. Transaction of Business at Shareholders' Meetings.
2.9.1 Transaction of Business at Annual Meeting. Business transacted at an annual meeting of shareholders may include all such business as may properly come before the meeting. Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders: (a) pursuant to the Company's notice of meeting; (b) by or at the direction of the Board of Directors; or (c) by any shareholder who is a shareholder of record at the time of giving of notice of the meeting, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.9.1.
For nominations or other business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Company and such other business must otherwise be a proper matter for shareholder action. To be timely, a shareholder's notice shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the 120th day prior to the first anniversary of the date on which the Company first mailed its proxy materials for the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or after the anniversary date of the preceding year's annual meeting, notice by the shareholder to be timely must be so delivered no later than the close of business on the 10th day following the day on which the public announcement of the date of such meeting is first made by the Company. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder's notice as described above. Such shareholder's notice shall set forth: (a) as to each person whom the shareholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the Company's books, and of such beneficial owner and (ii) the class and number of shares of the Company which are owned beneficially and of record by such shareholder and such beneficial owner.
2.9.2 Transaction of Business at Special Meeting. Business transacted
at a special meeting of the shareholders shall be limited to the purposes set
forth in the notice of the special meeting. Nominations of persons for election
to the Board of Directors may be made at a special meeting of shareholders at
which directors are to be elected pursuant to the Company's notice of meeting:
(a) by or at the direction of the Board of Directors; or (b) provided that the
Board of Directors has determined that the directors shall be elected at such
meeting, by any shareholder of the Company who is a shareholder of record at the
time of giving of notice of the meeting,
who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.9.2.
In the event the Company calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any such shareholder may nominate a person or persons, as the case may be, for election to such position or positions as specified in the Company's notice of meeting, if the shareholder's notice required by this Section 2.9.2 shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a shareholder's notice as described above. Such shareholder's notice shall set forth: (a) as to each person whom the shareholder proposes to nominate for election or reelection as director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act and the rules thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, (i) the name and address of such shareholder, as they appear on the Company's books, and of such beneficial owner and (ii) the class and number of shares of the Company which are owned beneficially and of record by such shareholder and such beneficial owner.
2.9.3 General. Only such persons who are nominated in accordance with the procedures set forth in this Section 2.9 shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.9. The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.9 and, if any proposed nomination or business is not in compliance with this Section 2.9, to declare that such defective proposal or nomination shall be disregarded, unless otherwise provided by any applicable law.
For purposes of this Section 2.9, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
Notwithstanding the foregoing provisions of this Section 2.9, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.9. Nothing in this Section 2.9 shall be deemed to affect any rights of: (a) the shareholders to request inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act; or (b) the holders of any series of Preferred Stock to elect directors under specified circumstances.
Section 2.10. Action by Written Consent. Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of all of the outstanding shares of stock entitled to vote on the matter.
Section 2.11. Presiding Officer. The Chairman of the Board shall act as chairman of all meetings of the shareholders. In the absence of the Chairman of the Board, the President, or in his absence, any Vice President designated by the Board of Directors shall act as the chairman of the meeting.
Section 2.12. Procedure. At each meeting of shareholders, the chairman
of the meeting shall fix and announce the date and time of the opening and the
closing of the polls for each matter upon which the shareholders will vote at
the meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, the chairman of the
meeting may: (a) determine and declare to the meeting that any business is not
properly before the meeting and therefore shall not be considered; (b) restrict
attendance at any time to bona fide shareholders of record and their proxies and
other persons in attendance at the invitation of the chairman of the meeting;
(c) restrict dissemination of solicitation materials and use of audio or visual
recording devices at the meeting; (d) adjourn the meeting without a vote of the
shareholders, whether or not there is a quorum present; and (e) make rules
governing speeches and debate, including time limits and access to microphones.
The chairman of the meeting acts in his absolute discretion and his rulings are not subject to appeal.
Article III
Board of Directors
Section 3.1. Authority. The Board of Directors shall have the ultimate authority over the conduct and management of the business affairs of the Company.
Section 3.2. Number. The number of directors of the Company shall be not less than nine (9) nor more than 15, as determined from time to time by the vote of a majority of the Board of Directors. Unless otherwise provided by the Act, the number of directors may be increased or decreased, beyond the limits set forth above, only by an amendment to these Bylaws. To the extent permitted by the Act, any newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the then existing classes of directors so as to maintain such classes as nearly equal in number as possible. No change in the number of directors shall shorten the term of any director then in office.
Section 3.3. Term. Each director shall hold office from the date of his or her election and qualification until his or her successor shall have been duly elected and qualified or until his or her earlier removal, resignation, death or incapacity.
Section 3.4. Eligibility for Elections. No person who will be 72 years of age or more on or before an annual meeting shall be nominated to the Board of Directors, and any directors who reach the age of 72 shall be automatically retired from the Board of Directors.
Section 3.5. Regular Meetings of the Board. Regular meetings of the Board of Directors may be held at times and places agreed on by a majority of the directors at any meeting of the Board of Directors, and such regular meetings may be held at such times and places without any further notice of the date, time, place or purposes of such regular meetings.
Section 3.6. Special Meetings of the Board. Special meetings of the Board of Directors may be called: (a) by, or at the request of, the Chairman of the Board; or (b) by the Secretary of the Company at the written request of a majority of the directors then in office. Special meetings of the Board of Directors may be called on not less than 12 hours notice to each director, given orally or in writing, either personally, by telephone (including by message or by recording device), by facsimile transmission, by telegram or by telex, or on not less than three (3) calendar days' notice to each director given by mail. Notice of the special meeting of the Board of Directors shall specify the date, time and place of the meeting. Actions taken at any such meeting shall not be invalidated because of lack of notice if notice is waived as provided in Section 3.7.
Section 3.7. Waiver of Notice. A director may waive any required notice before or after the date and time stated in the notice by written waiver signed by the director entitled to the notice and filed with the minutes or corporate records. In addition, a director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon the director's arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 3.8. Participation by Telecommunication. Any director may participate in any meeting of the Board of Directors through the use of any means of communication by which all directors participating in the meeting may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.
Section 3.9. Quorum of Directors. A majority of the directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 3.10. Action. If a quorum is present when the vote is taken, the Board of Directors shall take actions pursuant to resolutions adopted by the affirmative vote of: (a) a majority of the directors present at the meeting of the Board of Directors; or (b) such greater
number of the directors as may be required by the Restated Articles of Incorporation, these Bylaws or the Act.
Section 3.11. Action by Unanimous Written Consent. Any action required or permitted to be taken at a Board of Directors' meeting may be taken without a meeting if the action is taken by all members of the Board of Directors. The action shall be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
Section 3.12. Selection of the Chairman of the Board and Officers. The Chairman of the Board shall be selected by and from the members of the Board of Directors. He or she shall conduct all meetings of the Board of Directors and shall perform all duties incident thereto.
The Board of Directors shall also select a President, a Vice President, a Secretary and a Treasurer and such additional Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers and agents as the Board of Directors from time to time may deem advisable. If the Board of Directors wishes, it may also elect as an officer of the Corporation the Chairman of the Board.
Section 3.13 Powers and Duties of Officers and Agents. The powers and duties of the officers and agents shall be determined by the Board of Directors and these Bylaws.
Section 3.14. Delegation of Powers. For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or director shall execute, verify or acknowledge any instrument in more than one capacity unless specifically authorized by the Board of Directors.
Section 3.15. Appointment of Executive Committee. At the same meeting at which the Board of Directors selects the Chairman of the Board, the Board of Directors shall appoint an Executive Committee consisting of two (2) or more members, who shall serve at the pleasure of the Board of Directors. Such appointments shall be made by a majority of all the directors in office when the action is taken. Unless otherwise provided by the Act or further limited by a resolution of the Board of Directors, the Executive Committee may exercise all of the powers of the Board of Directors.
Section 3.16. Power to Appoint Additional Committees of the Board. The Board of Directors shall have the power to designate, by resolution, one (1) or more additional committees and appoint members of the Board of Directors to serve on them. To the extent provided in such resolution, such committees may manage the business and affairs of the Company, unless otherwise provided by the Act. Each committee shall have two (2) or more members, who shall serve at the pleasure of the Board of Directors. A majority of the members of any committee of the Board of Directors will constitute a quorum for any committee action.
Section 3.17. Compensation. The Board of Directors may, by resolution, authorize the payment to directors of compensation for the performance of their duties. No such payment shall preclude any director from serving the Company in any other capacity and receiving compensation therefor. The Board of Directors may also, by resolution, authorize the reimbursement of expenses incurred by directors in the performance of their duties.
Section 3.18 Conflicting Interest Transaction. Any conflicting interest transaction shall be governed by Sections 30-1-860 through 30-1-863 of the Act.
Article IV
Officers
Section 4.1. General. The officers of the Corporation shall consist of a President, a Vice President, a Secretary, a Treasurer and such additional Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers and agents as the Board of Directors from time to time may deem advisable. If the Board of Directors wishes, it may also elect as an officer of the Corporation the Chairman of the Board. Each such officer shall hold office for such term, if any, as may be established by the Board of Directors or set forth in an employment agreement, if any, or until his or her successor shall have been duly elected and qualified or until his or her earlier resignation, retirement, removal from office, incapacity or death. The Board of Directors may remove any officer or agent at any time, with or without cause, unless otherwise provided by the Act or the Articles of Incorporation. One person may hold two or more offices, except the offices of President and Secretary.
Section 4.2. President. The President shall have general and active management of the business of the Company and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation.
Section 4.3. Vice Presidents. Each Vice President shall serve under the direction of the President and shall perform such other duties as the Board of Directors shall from time to time direct.
Section 4.4 Secretary. The Secretary of the Company shall serve under the direction of the President and shall perform such other duties as the Board of Directors shall from time to time direct, unless otherwise provided by these Bylaws or determined by the Board of Directors. The Secretary shall be responsible for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the Company. The Secretary shall safely keep in his custody the seal of the Company and shall have authority to affix the same to all instruments where its use is required. The Secretary shall give all notices required by the Act, these Bylaws or any resolution of the Board of Directors.
Section 4.5. Treasurer. The Treasurer shall serve under the direction of the President and shall perform such other duties as the Board of Directors shall from time to time direct. The Treasurer shall have custody of all corporate funds and securities and shall keep in
books belonging to the Company full and accurate accounts of all receipts and disbursements. The Treasurer shall deposit all monies, securities and other valuable effects in the name of the Company in such depositories as may be designated for that purpose by the Board of Directors and shall disburse the funds of the Company as may be ordered by the Board of Directors. The Treasurer shall upon request report to the Board of Directors on the financial condition of the Company.
Section 4.6. Assistant Secretary and Assistant Treasurer. The Assistant Secretary, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary. The Assistant Treasurer, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer.
Article V
Stock and Transfers
Section 5.1. Certificates for Shares. Subject to the provisions of
Section 5.2, every shareholder shall be entitled to a certificate of the shares
to which the shareholder has subscribed, and each certificate shall be signed,
either manually or by facsimile, by any two (2) of the following: the Chairman
of the Board (if he or she is an officer), the President, the Treasurer and the
Secretary. Such certificate may bear the seal of the Corporation or a facsimile
thereof, Each certificate shall state the name of the Corporation, the number
and class of shares and designation of the series, if any, that the certificate
represents. In case any officer, transfer agent or registrar who has signed, or
whose facsimile signature has been placed upon, a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person or entity were such officer, transfer agent or registrar at the date of
issue.
Section 5.2. Shares Without Certificates. The Company shall have the power to authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization shall not affect shares already represented by certificates until they are surrendered to the Company. Within a reasonable time after the issue or transfer of shares without certificates, the Company shall send the shareholder a written statement of the information required on certificates by the Act.
Section 5.3. Transferable Only on Books of the Company. Shares of the capital stock of the Company shall be transferred on the books of the Company only by the holder of the shares in person or by an attorney lawfully appointed in writing and upon surrender of the certificates, if any, for the shares. A record shall be made of every such transfer and issue. Whenever any transfer is made for collateral security and not absolutely, the fact shall be so expressed in the entry of such transfer.
Section 5.4. Stock Ledger. The Company shall maintain a stock ledger that contains the name and address of each shareholder and the number of shares of each class of the capital stock that the shareholder holds. The stock ledger may be in written form or in any other form that can be converted within a reasonable time into written form for visual inspection.
Section 5.5. Registered Shareholders. The Company shall have the right to treat the registered holder of any share of its capital stock as the absolute owner of such share and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not the Company shall have express or other notice thereof, unless otherwise required by any applicable law.
Article VI
Indemnification
Section 6.1. Defined Terms. Capitalized terms used in this Article VI that are defined in Section 30-1-850 of the Act shall have the meaning given to such terms under Section 30-1-850 of the Act.
Section 6.2. Insurance. The Company shall have the power to purchase and maintain insurance, in such amounts as the Board of Directors may deem appropriate, on behalf of any person who is a Director, Officer, employee or agent against Liability and Expenses in connection with any Proceeding, to the extent permitted under any applicable law.
Section 6.3. Agreements. The Company may enter into an indemnification agreement with any Director, Officer, employee or agent, to the extent permitted under any applicable law.
Section 6.4. Amendments. Any amendment or repeal of this Article VI shall not be retroactive in effect.
Section 6.5. Severability. In case any provision in this Article VI shall be determined at any time to be unenforceable in any respect, the other provisions shall not in any way be affected or impaired thereby, and the affected provision shall be given the fullest possible enforcement in the circumstances.
Article VII
Amendment of Bylaws
Section 7.1. Amendment by the Board of Directors. These Bylaws may be amended, altered, changed, added to, repealed or substituted by the affirmative vote of a majority of the Board of Directors, unless the Restated Articles of Incorporation, these Bylaws or the Act provide otherwise.
Section 7.2. Amendment by the Shareholders. Subject to the provisions of Section 7.3, these Bylaws may be amended, altered, changed, added to, repealed or substituted by the affirmative vote of a majority of all shares entitled to vote thereon, if notice of the proposed amendment, alteration, change, addition, repeal or substitution is contained in the notice of the meeting.
Section 7.3. Amendment of Certain Provisions. Notwithstanding any other provision of these Bylaws, (i) any amendment, alteration, change, addition, repeal or substitution of this Section 7.3, Section 2.9 or Article III of these Bylaws by the shareholders shall require the affirmative vote of two-thirds of all shares entitled to vote thereon; and (ii) no change of the date for the annual meeting of the shareholders shall be made by the shareholders within the 30-day period preceding the date designated for the annual meeting pursuant to Section 2.l, unless consented to in writing, as provided in Section 2.10, or approved at any meeting of the shareholders by a majority of all shares entitled to vote thereon.
Exhibit 3.2
Idaho Power Company Amended By-Laws of Idaho Power Company, amended on January 20, 2005 and presently in effect.
Amended Bylaws
of
Idaho Power Company
January 20, 2005
Article 1
Office
Section 1.1. Principal Office. The Company shall maintain its principal office in Boise, Idaho.
Section 1.2. Registered Office. The Company shall maintain a registered office in the State of Idaho, as required by the Idaho Business Corporation Act (the "Act").
Article 2
Shareholders
Section 2.1. Annual Meeting of Shareholders. An annual meeting of the shareholders shall be held on the first Wednesday of May or such other time as may be designated by the Board of Directors.
Section 2.2. Special Meetings. A special meeting of the shareholders may be called at any time by the President, a majority of the Board of Directors or the Chairman of the Board. A special meeting of the shareholders also may be called by the holders of not less than twenty percent (20%) of all the shares entitled to vote on any issue proposed to be considered at the proposed special meeting if such holders sign, date and deliver to the Secretary of the Company one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held. Upon receipt of one (1) or more written demands for such proposed special meeting by the holders of not less than twenty percent (20%) of all the shares entitled to vote on any issue proposed to be considered at the proposed special meeting, the Secretary of the Company shall be responsible for determining whether such demand or demands conform to the requirements of the Act, the Restated Articles of Incorporation and these Bylaws. After making an affirmative determination, the Secretary shall prepare, sign and deliver the notices required for such meeting. The shareholders' demand may suggest a time and place for the meeting but the Board of Directors shall, by resolution, determine the time and place of any such meeting.
Section 2.3. Place of Meetings. All meetings of the shareholders shall be held at the Company's principal office or at such other place as shall be designated in the notice of such meetings.
Section 2.4. Notice of Shareholders' Meeting. Written notice of the time and place of a meeting of the shareholders shall be mailed to each shareholder entitled to receive notice under the Act: (a) not less than 10 days nor more than 60 days prior to the date of an annual or special meeting of the shareholders; or (b) if applicable, within 30 days after the date on which a shareholder demand satisfying the requirements of Section 2.2 is delivered to the Secretary of the Company. Every notice of an annual or special meeting of shareholders shall be deemed duly served when the notice is deposited in the United States mail or with a private
overnight courier service, with postage prepaid and addressed to the shareholder at the shareholder's address as it appears on the Company's records or if a shareholder shall have filed with the Secretary of the Company a written request that the notice be sent to some other address, then to such other address. If an annual or special shareholders' meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if such new date, time or place is announced at the meeting before adjournment. In any event, if a new record date for the adjourned meeting is or must be determined, notice of the adjourned meeting shall be given to persons who are shareholders as of the new record date.
Section 2.5. Waiver of Notice. Any shareholder may waive any required notice of the time, place, and purpose of any meeting of the shareholders by telegram, telecopy, confirmed facsimile, or other writing, either before or after such meeting has been held. Such waiver must be signed by the shareholder entitled to the notice and be delivered to the Company for inclusion in the minutes or filing with the corporate records. The attendance of any shareholder at any shareholders' meeting shall constitute a waiver of: (a) any objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) any objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
Section 2.6. Quorum of Shareholders. Unless the Restated Articles of Incorporation or the Act provide otherwise, a majority of the outstanding shares entitled to vote on a particular matter at a meeting shall constitute a quorum for purposes of action on that matter at the meeting. A share may be represented at a meeting by the record holder thereof in person or by proxy. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. Whether or not a quorum is present, the meeting may be adjourned by a majority vote of the shareholders present or represented. At any adjourned meeting where a quorum is present, any business may be transacted that could have been transacted at the meeting originally called.
Section 2.7. Record Date for Determination of Shareholders. The Board of Directors shall establish a record date for determining shareholders entitled to notice of a shareholders' meeting, to vote or to take any other action, which date shall not be more than 70 days before the meeting or action requiring a determination of shareholders. A determination of shareholders is effective for any adjournment of the meeting, unless a new record date is or must be set.
Section 2.8. Shareholders' List for Meeting. The officer or agent in charge of the stock transfer books for shares of the Company shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. The list shall be made available for inspection by any shareholder, at least 10 days before the meeting for which the list was prepared and continuing through the meeting, at the Company's principal office or at a place identified in the meeting notice in the city where the meeting will be held. The Company also shall make the list available at the shareholders' meeting, and any shareholder is entitled to inspect the list at any time during the meeting or any adjournment.
Section 2.9. Transaction of Business at Shareholders' Meetings.
2.9.1 Transaction of Business at Annual Meeting. Business transacted at an annual meeting of shareholders may include all such business as may properly come before the meeting. Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders: (a) pursuant to the Company's notice of meeting; (b) by or at the direction of the Board of Directors; or (c) by any shareholder who is a shareholder of record at the time of giving of notice of the meeting, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.9.1.
For nominations or other business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Company and such other business must otherwise be a proper matter for shareholder action. To be timely, a shareholder's notice shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the 120th day prior to the first anniversary of the date on which the Company first mailed its proxy materials for the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or after the anniversary date of the preceding year's annual meeting, notice by the shareholder to be timely must be so delivered no later than the close of business on the 10th day following the day on which the public announcement of the date of such meeting is first made by the Company. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder's notice as described above. Such shareholder's notice shall set forth: (a) as to each person whom the shareholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the Company's books, and
of such beneficial owner and (ii) the class and number of shares of the Company which are owned beneficially and of record by such shareholder and such beneficial owner.
2.9.2 Transaction of Business at Special Meeting. Business transacted
at a special meeting of the shareholders shall be limited to the purposes set
forth in the notice of the special meeting. Nominations of persons for election
to the Board of Directors may be made at a special meeting of shareholders at
which directors are to be elected pursuant to the Company's notice of meeting:
(a) by or at the direction of the Board of Directors; or (b) provided that the
Board of Directors has determined that the directors shall be elected at such
meeting, by any shareholder of the Company who is a shareholder of record at the
time of giving of notice of the meeting, who is entitled to vote at the meeting
and who complies with the notice procedures set forth in this Section 2.9.2.
In the event the Company calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any such shareholder may nominate a person or persons, as the case may be, for election to such position or positions as specified in the Company's notice of meeting, if the shareholder's notice required by this Section 2.9.2 shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a shareholder's notice as described above. Such shareholder's notice shall set forth: (a) as to each person whom the shareholder proposes to nominate for election or reelection as director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act and the rules thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, (i) the name and address of such shareholder, as they appear on the Company's books, and of such beneficial owner and (ii) the class and number of shares of the Company which are owned beneficially and of record by such shareholder and such beneficial owner.
2.9.3 General. Only such persons who are nominated in accordance with the procedures set forth in this Section 2.9 shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.9. The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.9 and, if any proposed nomination or business is not in compliance with this Section 2.9, to declare that such defective proposal or nomination shall be disregarded, unless otherwise provided by any applicable law.
For purposes of this Section 2.9, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
Notwithstanding the foregoing provisions of this Section 2.9, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.9. Nothing in this Section 2.9 shall be deemed to affect any rights of: (a) the shareholders to request inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act; or (b) the holders of any series of Preferred Stock to elect directors under specified circumstances.
Section 2.10. Action by Written Consent. Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of all of the outstanding shares of stock entitled to vote on the matter.
Section 2.11. Presiding Officer. The Chairman of the Board shall act as chairman of all meetings of the shareholders. In the absence of the Chairman of the Board, the President, or in his or her absence, any Vice President designated by the Board of Directors shall act as the chairman of the meeting.
Section 2.12. Procedure. At each meeting of shareholders, the chairman
of the meeting shall fix and announce the date and time of the opening and the
closing of the polls for each matter upon which the shareholders will vote at
the meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, the chairman of the
meeting may: (a) determine and declare to the meeting that any business is not
properly before the meeting and therefore shall not be considered; (b) restrict
attendance at any time to bona fide shareholders of record and their proxies and
other persons in attendance at the invitation of the chairman of the meeting;
(c) restrict dissemination of solicitation materials and use of audio or visual
recording devices at the meeting; (d) adjourn the meeting without a vote of the
shareholders, whether or not there is a quorum present; and (e) make rules
governing speeches and debate, including time limits and access to microphones.
The chairman of the meeting acts in his or her absolute discretion and his or her rulings are not subject to appeal.
Article 3
Board of Directors
Section 3.1. Authority. The Board of Directors shall have the ultimate authority over the conduct and management of the business affairs of the Company.
Section 3.2. Number. The number of directors of the Company shall be not less than nine (9) nor more than 15, as determined from time to time by the vote of a majority of the Board of Directors. Unless otherwise provided by the Act, the number of directors may be increased or decreased, beyond the limits set forth above, only by an amendment to these Bylaws. To the extent permitted by the Act, any newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the then existing classes of directors so as to maintain such classes as nearly equal in number as possible. No change in the number of directors shall shorten the term of any director then in office.
Section 3.3. Term. Each director shall hold office from the date of his or her election and qualification until his or her successor shall have been duly elected and qualified or until his or her earlier removal, resignation, death or incapacity.
Section 3.4. Eligibility for Elections. No person who will be 72 years of age or more on or before an annual meeting shall be nominated to the Board of Directors, and any directors who reach the age of 72 shall be automatically retired from the Board of Directors.
Section 3.5. Regular Meetings of the Board. Regular meetings of the Board of Directors may be held at times and places agreed on by a majority of the directors at any meeting of the Board of Directors, and such regular meetings may be held at such times and places without any further notice of the date, time, place or purposes of such regular meetings.
Section 3.6. Special Meetings of the Board. Special meetings of the Board of Directors may be called: (a) by, or at the request of, the Chairman of the Board; or (b) by the Secretary of the Company at the written request of a majority of the directors then in office. Special meetings of the Board of Directors may be called on not less than 12 hours notice to each director, given orally or in writing, either personally, by telephone (including by message or by recording device), by facsimile transmission, by telegram or by telex, or on not less than three (3) calendar days' notice to each director given by mail. Notice of the special meeting of the Board of Directors shall specify the date, time and place of the meeting. Actions taken at any such meeting shall not be invalidated because of lack of notice if notice is waived as provided in Section 3.7.
Section 3.7. Waiver of Notice. A director may waive any required notice before or after the date and time stated in the notice by written waiver signed by the director entitled to the notice and filed with the minutes or corporate records. In addition, a director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon the director's arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 3.8. Participation by Telecommunication. Any director may participate in any meeting of the Board of Directors through the use of any means of communication by which all directors participating in the meeting may simultaneously hear each other during the
meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.
Section 3.9. Quorum of Directors. A majority of the directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 3.10. Action. If a quorum is present when the vote is taken, the Board of Directors shall take actions pursuant to resolutions adopted by the affirmative vote of: (a) a majority of the directors present at the meeting of the Board of Directors; or (b) such greater number of the directors as may be required by the Restated Articles of Incorporation, these Bylaws or the Act.
Section 3.11. Action by Unanimous Written Consent. Any action required or permitted to be taken at a Board of Directors' meeting may be taken without a meeting if the action is taken by all members of the Board of Directors. The action shall be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
Section 3.12. Selection of Chairman of the Board and Officers. The Chairman of the Board shall be selected by and from the members of the Board of Directors. He or she shall conduct all meetings of the Board of Directors and shall perform all duties incident thereto.
The Board of Directors shall also select a President, a Vice President, a Secretary and a Treasurer and such additional Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers and agents as the Board of Directors from time to time may deem advisable. If the Board of Directors wishes it may also elect as an officer of the Company the Chairman of the Board.
Section 3.13. Powers and Duties of Officers and Agents. The powers and duties of the officers and agents shall be determined by the Board of Directors and these Bylaws.
Section 3.14. Delegation of Powers. For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or director shall execute, verify or acknowledge any instrument in more than one capacity unless specifically authorized by the Board of Directors.
Section 3.15. Appointment of Executive Committee. At the same meeting at which the Board of Directors selects the Chairman of the Board, the Board of Directors shall appoint an Executive Committee consisting of two (2) or more members, who shall serve at the pleasure of the Board of Directors. Such appointments shall be made by a majority of all the directors in office when the action is taken. Unless otherwise provided by the Act or further limited by a resolution of the Board of Directors, the Executive Committee may exercise all of the powers of the Board of Directors.
Section 3.16. Power to Appoint Additional Committees of the Board. The Board of Directors shall have the power to designate, by resolution, one (1) or more additional committees and appoint members of the Board of Directors to serve on them. To the extent provided in such resolution, such committees may manage the business and affairs of the Company, unless otherwise provided by the Act. Each committee shall have two (2) or more members, who shall serve at the pleasure of the Board of Directors. A majority of the members of any committee of the Board of Directors will constitute a quorum for any committee action.
Section 3.17. Compensation. The Board of Directors may, by resolution, authorize the payment to directors of compensation for the performance of their duties. No such payment shall preclude any director from serving the Company in any other capacity and receiving compensation therefor. The Board of Directors may also, by resolution, authorize the reimbursement of expenses incurred by directors in the performance of their duties.
Section 3.18. Conflicting Interest Transaction. Any conflicting interest transaction shall he governed by Section 30-1-860 through 30-1-863 of the Act.
Article 4
Officers
Section 4.1. General. The officers of the Company shall consist of a President, a Vice President, a Secretary, a Treasurer and such additional Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers and agents as the Board of Directors from time to time may deem advisable. If the Board of Directors wishes, it may also elect as an officer of the Company the Chairman of the Board. Each such officer shall hold office for such term, if any, as may be established by the Board of Directors or set forth in an employment agreement, if any, or until his or her successor shall have been duly elected and qualified or until his or her earlier resignation, retirement, removal from office, incapacity or death. The Board of Directors may remove any officer or agent at any time, with or without cause, unless otherwise provided by the Act or the Restated Articles of Incorporation. One person may hold two or more offices, except the offices of President and Secretary.
Section 4.2. President. The President shall have general and active management of the business of the Company and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation.
Section 4.3. Vice Presidents. Each Vice President shall serve under the direction of the President and shall perform such other duties as the Board of Directors shall from time to time direct.
Section 4.4. Secretary. The Secretary of the Company shall serve under the direction of the President and shall perform such other duties as the Board of Directors shall
from time to time direct, unless otherwise provided by these Bylaws or determined by the Board of Directors. The Secretary shall be responsible for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the Company. The Secretary shall safely keep in his or her custody the seal of the Company and shall have authority to affix the same to all instruments where its use is required. The Secretary shall give all notices required by the Act, these Bylaws or any resolution of the Board of Directors.
Section 4.5. Treasurer The Treasurer shall serve under the direction of the President and shall perform such other duties as the Board of Directors shall from time to time direct. The Treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the Company full and accurate accounts of all receipts and disbursements. The Treasurer shall deposit all monies, securities and other valuable effects in the name of the Company in such depositories as may be designated for that purpose by the Board of Directors and shall disburse the funds of the Company as may be ordered by the Board of Directors. The Treasurer shall upon request report to the Board of Directors on the financial condition of the Company.
Section 4.6. Assistant Secretary and Assistant Treasurer. The Assistant Secretary, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary. The Assistant Treasurer, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer.
Article 5
Stock and Transfers
Section 5.1. Certificates for Shares. Subject to the provisions of
Section 5.2, every shareholder shall be entitled to a certificate of the shares
to which the shareholder has subscribed, and each certificate shall be signed,
either manually or by facsimile, by any two (2) of the following: the Chairman
of the Board (if he or she is an officer), the President, the Treasurer and the
Secretary. Such certificate may bear the seal of the Company or a facsimile
thereof. Each certificate shall state the name of the Company, the number and
class of shares and the designation of the series, if any, that the certificate
represents. In case any officer, transfer agent or registrar who has signed, or
whose facsimile signature has been placed upon, a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Company with the same effect as if such person
or entity were such officer, transfer agent or registrar at the date of issue.
Section 5.2. Shares Without Certificates. The Company shall have the power to authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization shall not affect shares already represented by certificates until they are surrendered to the Company. Within, a reasonable time after the issue or transfer of shares without certificates, the Company shall send the shareholder a written statement of the information required on certificates by the Act.
Section 5.3. Transferable Only on Books of the Company. Shares of the capital stock of the Company shall be transferred on the books of the Company only by the holder of the shares in person or by an attorney lawfully appointed in writing and upon surrender of the certificates, if any, for the shares. A record shall be made of every such transfer and issue. Whenever any transfer is made for collateral security and not absolutely, the fact shall be so expressed in the entry of such transfer.
Section 5.4. Stock Ledger. The Company shall maintain a stock ledger that contains the name and address of each shareholder and the number of shares of each class of the capital stock that the shareholder holds. The stock ledger may be in written form or in any other form that can be converted within a reasonable time into written form for visual inspection.
Section 5.5. Registered Shareholders. The Company shall have the right to treat the registered holder of any share of its capital stock as the absolute owner of such share and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not the Company shall have express or other notice thereof, unless otherwise required by any applicable law.
Article 6
Indemnification
Section 6.1. Defined Terms. Capitalized terms used in this Article VI that are defined in Section 30-1-850 of the Act shall have the meaning given to such terms under Section 30-1-850 of the Act.
Section 6.2. Insurance. The Company shall have the power to purchase and maintain insurance, in such amounts as the Board of Directors may deem appropriate, on behalf of any person who is a Director, Officer, employee or agent against Liability and Expenses in connection with any Proceeding, to the extent permitted under any applicable law.
Section 6.3. Agreements. The Company may enter into an indemnification agreement with any Director, Officer, employee or agent, to the extent permitted under any applicable law.
Section 6.4. Amendments. Any amendment or repeal of this Article VI shall not be retroactive in effect.
Section 6.5. Severability. In case any provision in this Article VI shall be determined at any time to be unenforceable in any respect, the other provisions shall not in any way be affected or impaired thereby, and the affected provision shall be given the fullest possible enforcement in the circumstances.
Article 7
Amendment of Bylaws
Section 7.1. Amendment by the Board of Directors. These Bylaws may be amended, altered, changed, added to, repealed or substituted by the affirmative vote of a majority of the Board of Directors, unless the Restated Articles of Incorporation, these Bylaws or the Act provide otherwise.
Section 7.2. Amendment by the Shareholders. Subject to the provisions of Section 7.3, these Bylaws may be amended, altered, changed, added to, repealed or substituted by the affirmative vote of a majority of all shares entitled to vote thereon, if notice of the proposed amendment, alteration, change, addition, repeal or substitution is contained in the notice of the meeting.
Section 7.3. Amendment of Certain Provisions. Notwithstanding any other provision of these Bylaws, (i) any amendment, alteration, change, addition, repeal or substitution of this Section 7.3, Section 2.9 or Article III of these Bylaws by the shareholders shall require the affirmative vote of two-thirds of all shares entitled to vote thereon; and (ii) no change of the date for the annual meeting of the shareholders shall be made by the shareholders within the 30-day period preceding the date designated for the annual meeting pursuant to Section 2.1, unless consented to in writing, as provided in Section 2.10, or approved at any meeting of the shareholders by a majority of all shares entitled to vote thereon.
Exhibit 3.3
Idaho Power Company Articles of Amendment to Idaho Power Company Restated Articles of Incorporation, as amended
Exhibit 3.3
1. The name of the corporation is Idaho Power Company.
2. Idaho Power Company amended Article 4 of its Restated Articles of Incorporation, as amended, to read as follows:
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 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.
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-two (72) 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-two (72) 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; directors 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.
3. Not applicable.
4. The amendment was adopted on January 20, 2005.
5. The amendment was duly approved by the shareholder of Idaho Power Company in the manner required by Chapter 1. General Business Corporations of the Idaho Code and by the Idaho Power Company Restated Articles of Incorporation, as amended.
IN WITNESS WHEREOF, the undersigned has signed this Articles of Amendment this 21st day of January, 2005.
IDAHO POWER COMPANY
By: /s/ J. LaMont Keen
----------------------------------------
J. LaMont Keen
President & Chief Operating Officer
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Exhibit 10.1
IDACORP, Inc.
Idaho Power Company
NEO 2005 Base Compensation Table
Current Base New Base
Name Title Compensation ($) Compensation ($)
---- ----- ---------------- ----------------
Jan B. Packwood President and 580,000 630,000
Chief Executive
Officer, IDACORP
and Chief
Executive Officer,
Idaho Power
J. LaMont Keen Executive Vice 350,000 380,000
President, IDACORP
and President and
Chief Operating
Officer, Idaho
Power
Darrel T. Anderson Senior Vice 210,000 240,000
President -
Administrative
Services and Chief
Financial Officer,
IDACORP and Idaho
Power
Thomas R. Saldin Senior Vice 250,000 250,000
President, General
Counsel and
Secretary, IDACORP
and Idaho Power
James C. Miller Senior Vice 250,000 270,000
President of Power
Supply, Idaho Power
A. Bryan Kearney Vice President and 183,000 193,000
Chief Information
Officer, IDACORP
and Idaho Power
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Exhibit 10.2
2005 IDACORP, Inc.
Executive Incentive Plan
2005 IDACORP
EXECUTIVE INCENTIVE PLAN
The purpose of the 2005 IDACORP Executive Incentive Plan (the "Plan") is to reinforce IDACORP's (the "Company") goals for profitable growth and continuation of a sound overall financial condition by providing incentive compensation opportunities to selected key employees. The Plan is designed to:
o attract, retain, and motivate key employees;
o relate compensation to performance and financial results; and
o provide a portion of compensation in a variable rather than a fixed form.
The Compensation Committee of the Board of Directors (the "Committee") has authority to:
o select employees of the Company and its subsidiaries who are eligible to participate as Plan Participants; and
o establish award opportunities for Plan Participants.
An award opportunity is the opportunity of a Participant to earn specified dollar amounts based on performance of the Company, its subsidiaries, and/or its business units during a given calendar year. Award opportunities include terms specifying:
o threshold, target, maximum, and/or other amounts that potentially may be earned by each Plan Participant; and
o annual performance goals for the Company as a whole and/or for subsidiaries or business units, which goals are pre-conditions to the earning of an incentive award at the threshold, target, maximum, or other specified level.
The Committee will report on its actions to the Company's Board of Directors (the "Board"). All actions of the Committee concerning the Plan or its administration are subject to the ratification of the Board if requested by the Committee or required by the Board, the Securities and Exchange Commission, applicable law, or by the rules or regulations of the securities exchange on which the Company's shares are listed.
The Plan will be administered by the Committee, which is authorized to interpret the Plan, to establish rules and regulations necessary to administer the Plan, and to take all other actions it determines are required for the proper administration of the Plan. All actions, determinations, interpretations, and decisions made by the Committee and/or the Board regarding the plan or its
administration will be final, conclusive, and binding upon all parties concerned. No member of the Committee or the Board shall incur any liability by reason of any action or determination made with respect to the Plan.
Employees that may be selected for participation in the Plan in a given calendar year are those in a position to directly and significantly affect revenues, profits or losses, or operating efficiencies of the Company and/or its subsidiaries. Employees selected for participation ("Participants") will be notified and provided a copy of the performance measures and other criteria for award determination.
Participants may be added to the Plan or removed from the Plan at any time during the calendar year based on participation criteria previously approved by the Committee, by virtue of promotion or new hire following the initial eligibility designation or upon approval of the Committee. Participation in the Plan during a particular calendar year shall not entitle a Participant to participation in the Plan in future years.
Upon the termination of a Participant's employment with the Company or its subsidiaries prior to completion of the calendar year, (i) if termination is for reasons other than Retirement, Death or Disability, unless otherwise determined by the Committee, the Participant's award opportunity will be cancelled and the Participant will not be eligible to receive a final incentive award, and (ii) if termination is due to Retirement, Death or Disability, the Participant's award opportunity will remain in effect, subject to the terms of the Plan. "Retirement" shall mean a Participant's termination from employment with the Company or its subsidiaries, as applicable, if the date of termination occurs on or after age 62 or if the termination is otherwise determined by the Committee to qualify as a Retirement. "Disability" shall mean termination of a Participant's employment with the Company or its subsidiaries, as applicable, if the Participant is eligible to receive benefits under the Long-Term Disability Program maintained by the Company or its subsidiaries.
Incentive award opportunities will be based upon Company and subsidiary performance measures as described in the Exhibit attached hereto. This Plan does not permit the payment of awards to IDACORP/Idaho Power Executives if there is no payment of awards to employees under the IDACORP/Idaho Power Company Employee Incentive Plan. Similarly, no payment of awards under this Plan will be made to Subsidiary Executives if there is no payment of awards to employees under Subsidiary Employee Incentive Plans. Award opportunities need not be uniform among Participants and may vary from year to year. Because payments of dividends to shareholders is an important value to the Company, no awards under the plan will be paid if the operational and/or customer service goals are met at some level but the net income is less than the Board approved dividend for IDACORP Common Stock for 2005.
Within a reasonable time after the end of each calendar year, the Committee shall determine the extent to which the performance goals have been achieved and the payout level of the resulting award that is potentially payable to Participants. The Committee then shall determine whether such potential award shall be paid out as a final award. The Committee may adjust any
potential award upward or downward, accelerate or defer payment of any final award, or determine to pay no amount as an award, in its sole discretion, in light of such considerations as the Committee may deem relevant. An award shall be deemed earned and vested only at such time as the Committee has determined that the award has become final.
If the amount of an award opportunity that may be earned and become payable will be calculated by multiplying an incentive percentage corresponding to specified levels of performance, that percentage will be multiplied by the base salary paid to a Participant during the Plan year, exclusive of any amounts earned under any incentive, bonus, or benefit plans.
The Committee retains the discretion to authorize an individual performance payout for extraordinary results on the part of a Participant regardless of the level of achievement of the Company performance goal and other performance goals and/or to modify performance goals to take into account extraordinary and unexpected events.
As promptly as practicable after final awards for a given calendar year have been determined, such awards shall be paid out in cash by the Company to Participants who are active employees (i.e., other than those who have died or terminated due to Retirement or Disability during the calendar year) as of December 31 of the calendar year to which the award relates. The pay out date for any other Participant entitled to a payout shall be determined by the Committee.
The Company or subsidiary shall deduct from all payments made under the Plan an amount necessary to satisfy federal, state, and or local tax withholding requirements. Amounts paid under the Plan will be considered in the calculation of benefits under the Idaho Power Company Retirement Plan and the Idaho Power Company Employee Savings Plan for eligible participating employees.
No provision of the Plan nor any document describing the Plan or establishing rules or regulations regarding the Plan's administration shall be deemed to confer on any Participant the right to continue in the Company's or subsidiary's employ nor shall any such provision or document affect the right of the Company or any subsidiary to terminate any Participant's employment.
The Board reserves the right to amend, suspend, or terminate the Plan and any award opportunities under the Plan at any time in whole or in part, for any reason, and without the consent of any Participant or beneficiary. Company subsidiaries reserve the right to suspend or terminate their participation in the Plan at any time, for any reason, and without the consent of any Participant or beneficiary.
All obligations of the Company or any subsidiary under the Plan shall be binding on any successor to the Company or any subsidiary, respectively, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, reorganization, or other transaction involving all or substantially all of the business and/or assets of the Company or any subsidiary.
The Plan shall become effective January 1, 2005, and if not terminated by action of the Board of Directors, shall expire December 31, 2005.
The plan consists of a combination of Operational and Customer Service goals for Idaho Power Company, Net Income targets for Idaho Power Company, and Net Income targets for IDACORP. The intent of the plan is to focus on key areas management can impact while maintaining a means of additional profit sharing should Net Income exceed expected performance.
The weightings for the three areas are as follows:
o Operational/Strategic Goals - 40%
o Net Income at Idaho Power Company - 30%
o IDACORP Consolidated Net Income - 30%
The total payout will be based on predetermined participation levels approved by the Board of Directors. The amount of incentive to be awarded each participant will be calculated by multiplying the approved incentive percentage by the combined multiplier times the base salary.
Customer Satisfaction
The Customer Relationship Index (CRI) details the company's performance through the eyes of the customer and is based on a rolling 4-quarter average for the period beginning January 1, 2005 through December 31, 2005. The index consists of 5 specific questions asked of our customers by an independent survey company and addresses issues such as overall satisfaction, quality, value, advocacy, and loyalty. The CRI goal for 2005 is as follows:
Performance Level CRI Goal Qualifying Multiplier
Threshold % 10%
Target % 20%
Maximum % 40%
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Operational/Strategic
Operational and strategic goals help management focus on effective use of assets and capital. For 2005, the area of focus will be on the combined Total Operation and Maintenance (O&M) Expense and Capital Expenditures. The operational target will be to manage to budgeted levels of forecasted amounts. For 2005 the goal is as follows:
Total O&M and
Performance Level Capital Expenditures Qualifying Multiplier
Threshold $ million 10%
Target $ million 20%
Maximum $ million 40%
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Total O&M will be non-fuel O&M less two areas of "non-discretionary" expenses. The two areas of exclusion are pension expense and third party transmission expense. All other expenses are included in the determination of total O&M. Total capital expenditures will be the amounts reported in the Idaho Power Company Chief Operating Officer's monthly operating report.
Idaho Power Company Net Income
Idaho Power Company
Performance Level Net Income Qualifying Multiplier
Target $ million 30%
Maximum $ million 60%
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Net Income is defined as Net Income reported in the audited year-end financial statements. The target amounts are those amounts reported after considering all applicable incentive amounts.
IDACORP Consolidated Net Income
Because all of the subsidiaries ultimately contribute to the success of IDACORP, if IDACORP Net Income exceeds predetermined rate of return levels, management will be eligible to earn an additional payout as follows:
Consolidated IDACORP
Performance Level Net Income Qualifying Multiplier
Target $ million 30%
Maximum $ million 60%
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Consolidated Net Income is defined as Net Income reported in the audited year-end financial statements. The target amounts are those amounts reported after considering all applicable incentive amounts.
Exhibit 10.3
2005 IDACORP, Inc.
Executive Incentive Plan
NEO Award Opportunity Chart
Name Title Threshold ($) Target ($) Maximum ($)
---- ----- ------------- ---------- -----------
Jan B. Packwood President and Chief 63,000 315,000 630,000
Executive Officer,
IDACORP and Chief
Executive Officer,
Idaho Power
J. LaMont Keen Executive Vice 30,400 152,000 304,000
President, IDACORP
and President and
Chief Operating
Officer, Idaho Power
Darrel T. Senior Vice 16,800 84,000 168,000
Anderson President -
Administrative
Services and Chief
Financial Officer,
IDACORP and Idaho
Power
Thomas R. Saldin Senior Vice 17,500 87,500 175,000
President, General
Counsel and
Secretary, IDACORP
and Idaho Power
James C. Miller Senior Vice 18,900 94,500 189,000
President of Power
Supply, Idaho Power
A. Bryan Kearney Vice President and 11,580 57,900 115,800
Chief Information
Officer, IDACORP and
Idaho Power
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Exhibit 10.4
IDACORP, Inc.
2000 Long-Term Incentive and Compensation Plan Form of Restricted Stock Award Agreement (time vesting)
DIRECTOR / OFFICER
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
[DATES] PERIOD OF RESTRICTION
RESTRICTED STOCK AWARD AGREEMENT
[Date]
[Name]
[Address]
In accordance with the terms of the IDACORP, Inc. 2000 Long-Term Incentive and
Compensation Plan (the "Plan"), pursuant to action of the Compensation Committee
(the "Committee") of the Board of Directors, IDACORP, Inc. (the "Company")
hereby grants to you (the "Participant"), subject to the terms and conditions
set forth in this Restricted Stock Award Agreement (including Annex A hereto and
all documents incorporated herein by reference), an award of restricted shares
of Company common stock (the "Restricted Stock"), as set forth below:
Date of Grant:
Number of Shares of Restricted Stock:
Period of Restriction: Date of Grant through ________________
Performance Goal: N/A
Vesting Schedule: All of the Shares of Restricted Stock
subject to this Award shall vest on
___________ if the Participant remains
[employed][on the Board of Directors of
the Company or a Subsidiary]
through the Period of Restriction.
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THESE SHARES OF RESTRICTED STOCK ARE SUBJECT TO FORFEITURE AS PROVIDED IN ANNEX A AND THE PLAN.
Further terms and conditions of the Award are set forth in Annex A hereto, which is an integral part of this Restricted Stock Award Agreement.
All terms, provisions and conditions applicable to the Award set forth in the Plan and not set forth herein are hereby incorporated by reference herein. To the extent any provision hereof is inconsistent with the Plan, the Plan will govern. The Participant hereby acknowledges receipt of a copy of this Restricted Stock Award Agreement including Annex A hereto and a copy of the Plan and agrees to be bound by all the terms and provisions hereof and thereof.
IDACORP, Inc.
By:______________________________
Attachment: Annex A
ANNEX A
TO
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
RESTRICTED STOCK AWARD AGREEMENT
It is understood and agreed that the Award of Restricted Stock evidenced by the Restricted Stock Award Agreement to which this is annexed is subject to the following additional terms and conditions:
1. Forfeiture and Transfer Restrictions.
A. Forfeiture Restrictions. Except as provided otherwise in Section 2 of this Annex A, if the Participant's [employment][service] is terminated during the Period of Restriction, the Shares of Restricted Stock subject to this Award shall be forfeited as of the date of termination.
B. Transfer Restrictions. The Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated during the Period of Restriction.
2. Termination of [Employment][Service]. If the Participant's [employment]
[service] is terminated during the Period of Restriction (i) due to the
Participant's death or Disability or (ii) due to the Participant's retirement
with the approval of the Committee, the Restricted Stock shall vest on the date
of such termination of [employment][service] with respect to a prorated number
of Shares of Restricted Stock determined by multiplying the total number of
Shares subject to this Award times a fraction, the numerator of which is the
number of whole months having elapsed during the Period of Restriction as of the
date of such termination of [employment][service] and the denominator of which
is the total number of whole months in the Period of Restriction. For purposes
of this Section 2, determination of whether a Participant's employment is
terminated due to the Participant's retirement shall be made in the sole
discretion of the Committee and the Committee's determination shall be final.
3. Vesting of Restricted Stock. Except as provided otherwise in Article 14 of the Plan and Sections 1 or 2 of this Annex A, the Restricted Stock shall vest in accordance with the Vesting Schedule set forth in the Restricted Stock Award Agreement. Any Shares that do not vest shall be forfeited.
4. Voting Rights, Dividends and Custody.
The Participant shall be entitled to vote and receive regular cash dividends paid with respect to the Shares subject to this Award during the Period of Restriction; provided, however, that in no event shall the Participant vote or receive dividends paid with respect to any forfeited
Shares on or after the date of forfeiture. The Shares subject to this Award shall be registered in the name of the Participant and held in the Company's custody during the Period of Restriction.
5. Tax Withholding. The Company may make such provisions as are necessary for the withholding of all applicable taxes on the Restricted Stock, in accordance with Article 16 of the Plan. With respect to the minimum statutory tax withholding required with respect to the Restricted Stock, the Participant may elect to satisfy such withholding requirement by having the Company withhold Shares from this Award.
6. Ratification of Actions. By accepting this Award or other benefit under the Plan, the Participant and each person claiming under or through him shall be conclusively deemed to have indicated the Participant's acceptance and ratification of, and consent to, any action taken under the Plan or the Award by IDACORP, Inc.
7. Notices. Any notice hereunder to IDACORP, Inc. shall be addressed to its office at 1221 West Idaho Street, Boise, Idaho 83702; Attention: Corporate Secretary, and any notice hereunder to the Participant shall be addressed to him at the address specified on the Restricted Stock Award Agreement, subject to the right of either party to designate at any time hereafter in writing some other address.
8. Definitions. Capitalized terms not otherwise defined herein shall have the meanings given them in the Plan.
9. Governing Law and Severability. To the extent not preempted by Federal law, the Restricted Stock Award Agreement will be governed by and construed in accordance with the laws of the State of Idaho, without regard to conflicts of law provisions. In the event any provision of the Restricted Stock Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Restricted Stock Award Agreement, and the Restricted Stock Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
Exhibit 10.5
IDACORP, Inc.
2000 Long-Term Incentive and Compensation Plan Form of Restricted Stock Award Agreement (performance vesting)
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
[DATES] PERIOD OF RESTRICTION
RESTRICTED STOCK AWARD AGREEMENT (Performance)
[Date]
[Name]
[Address]
In accordance with the terms of the IDACORP, Inc. 2000 Long-Term Incentive and
Compensation Plan (the "Plan"), pursuant to action of the Compensation Committee
(the "Committee") of the Board of Directors, IDACORP, Inc. (the "Company")
hereby grants to you (the "Participant"), subject to the terms and conditions
set forth in this Restricted Stock Award Agreement (including Annex A hereto and
all documents incorporated herein by reference), an award of restricted shares
of Company common stock (the "Restricted Stock"), as set forth below:
Date of Grant:
Number of Shares of Restricted Stock:
Period of Restriction: Date of Grant through ________________
Performance Goal: Cumulative earnings per share ("CEPS")
for the calendar years ____, ____ and
____, as reported on the Company's
audited financial statements
Vesting Schedule: If CEPS are less than $____, no Shares
shall vest;
If CEPS are at least $____, ____
Shares shall
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vest, plus an additional __ Share(s)
for every one cent increase in CEPS
over $____ up to but not including
$____ in CEPS; and
|
If CEPS are at least $____, ____ Shares shall vest (the "Target Award"), plus an additional __ Share(s) for every one cent increase in CEPS over $____ up to and including $____ in CEPS
Vesting of Shares of Restricted Stock pursuant to the foregoing schedule shall occur on ____________ (the "Vesting Date")
THESE SHARES OF RESTRICTED STOCK ARE SUBJECT TO FORFEITURE AS PROVIDED IN ANNEX A AND THE PLAN.
Further terms and conditions of the Award are set forth in Annex A hereto, which is an integral part of this Restricted Stock Award Agreement.
All terms, provisions and conditions applicable to the Award set forth in the Plan and not set forth herein are hereby incorporated by reference herein. To the extent any provision hereof is inconsistent with the Plan, the Plan will govern. The Participant hereby acknowledges receipt of a copy of this Restricted Stock Award Agreement including Annex A hereto and a copy of the Plan and agrees to be bound by all the terms and provisions hereof and thereof.
IDACORP, Inc.
By:______________________________
Attachment: Annex A
ANNEX A
TO
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
RESTRICTED STOCK AWARD AGREEMENT (performance)
It is understood and agreed that the Award of Restricted Stock evidenced by the Restricted Stock Award Agreement to which this is annexed is subject to the following additional terms and conditions:
1. Forfeiture and Transfer Restrictions.
A. Forfeiture Restrictions. Except as provided otherwise in Section 2 of this Annex A, if the Participant's [employment][service] is terminated during the Period of Restriction, the Shares of Restricted Stock subject to this Award shall be forfeited as of the date of termination.
B. Transfer Restrictions. The Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated during the Period of Restriction.
2. Termination of [Employment][Service]. If the Participant's
[employment][service] is terminated during the Period of Restriction (i) due to
the Participant's death or Disability or (ii) due to the Participant's
retirement with the approval of the Committee, the Restricted Stock shall vest,
if at all, on the Vesting Date in accordance with the Vesting Schedule set forth
in the Restricted Stock Award Agreement, but the number of Shares that vests
shall be reduced by multiplying the total number of Shares of Restricted Stock
that vested times a fraction, the numerator of which is the total number of
months (with any partial month treated as a whole month) remaining in the Period
of Restriction as of the date of such termination of [employment][service] and
the denominator of which is the total number of whole months in the Period of
Restriction. For purposes of this Section 2, determination of whether a
Participant's employment is terminated due to the Participant's retirement shall
be made in the sole discretion of the Committee and the Committee's
determination shall be final.
3. Vesting of Restricted Stock. Except as provided otherwise in Article 14 of the Plan and Sections 1 or 2 of this Annex A, the Restricted Stock shall vest in accordance with the Vesting Schedule set forth in the Restricted Stock Award Agreement. Any Shares that do not vest shall be forfeited.
4. Voting Rights, Dividends and Custody. The Participant shall be entitled to vote and receive regular cash dividends paid with respect to the Shares subject to this Award during the Period of Restriction; provided, however, that in no event shall the Participant vote or receive
dividends paid with respect to any forfeited Shares on or after the date of forfeiture. The Shares subject to this Award shall be registered in the name of the Participant and held in the Company's custody during the Period of Restriction.
5. Tax Withholding. The Company may make such provisions as are necessary for the withholding of all applicable taxes on the Restricted Stock, in accordance with Article 16 of the Plan. With respect to the minimum statutory tax withholding required with respect to the Restricted Stock, the Participant may elect to satisfy such withholding requirement by having the Company withhold Shares from this Award.
6. Ratification of Actions. By accepting this Award or other benefit under the Plan, the Participant and each person claiming under or through him shall be conclusively deemed to have indicated the Participant's acceptance and ratification of, and consent to, any action taken under the Plan or the Award by IDACORP, Inc.
7. Notices. Any notice hereunder to IDACORP, Inc. shall be addressed to its office at 1221 West Idaho Street, Boise, Idaho 83702; Attention: Corporate Secretary, and any notice hereunder to the Participant shall be addressed to him at the address specified on the Restricted Stock Award Agreement, subject to the right of either party to designate at any time hereafter in writing some other address.
8. Definitions. Capitalized terms not otherwise defined herein shall have the meanings given them in the Plan.
9. Governing Law and Severability. To the extent not preempted by Federal law, the Restricted Stock Award Agreement will be governed by and construed in accordance with the laws of the State of Idaho, without regard to conflicts of law provisions. In the event any provision of the Restricted Stock Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Restricted Stock Award Agreement, and the Restricted Stock Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
Exhibit 10.6
IDACORP, Inc.
2000 Long-Term Incentive and Compensation Plan Restricted Stock Awards (time vesting) to NEOs Chart
Name Title Grant
---- ----- -----
Jan B. Packwood President and Chief 9,529 Shares
Executive Officer,
IDACORP and Chief
Executive Officer, Idaho
Power
J. LaMont Keen Executive Vice President, 4,675 Shares
IDACORP and President and
Chief Operating Officer,
Idaho Power
Darrel T. Anderson Senior Vice President - 1,613 Shares
Administrative Services
and Chief Financial
Officer, IDACORP and
Idaho Power
Thomas R. Saldin Senior Vice President, 1,681 Shares
General Counsel and
Secretary, IDACORP and
Idaho Power
James C. Miller Senior Vice President of 1,815 Shares
Power Supply, Idaho Power
A. Bryan Kearney Vice President and Chief 973 Shares
Information Officer,
IDACORP and Idaho Power
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Exhibit 10.7
IDACORP, Inc.
2000 Long-Term Incentive and Compensation Plan Restricted Stock Awards (performance vesting) to NEOs Chart
Threshold Target Maximum
Name Title (Shares) (Shares) (Shares)
---- ----- -------- -------- --------
Jan B. Packwood President and Chief 4,765 9,529 14,294
Executive Officer,
IDACORP and Chief
Executive Officer,
Idaho Power
J. LaMont Keen Executive Vice 2,338 4,675 7,013
President, IDACORP
and President and
Chief Operating
Officer, Idaho Power
Darrel T. Senior Vice 807 1,613 2,420
Anderson President -
Administrative
Services and Chief
Financial Officer,
IDACORP and Idaho
Power
Thomas R. Saldin Senior Vice 841 1,681 2,522
President, General
Counsel and
Secretary, IDACORP
and Idaho Power
James C. Miller Senior Vice 908 1,815 2,723
President of Power
Supply, Idaho Power
A. Bryan Kearney Vice President and 487 973 1,460
Chief Information
Officer, IDACORP and
Idaho Power
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Exhibit 10.8
IDACORP, Inc.
Idaho Power Company
Compensation for Non-Employee Directors of the Board of Directors
IDACORP, INC. AND IDAHO POWER COMPANY
DESCRIPTION OF DIRECTOR COMPENSATION
During 2005, each Director who is not an employee of IDACORP, Inc. ("IDACORP") or Idaho Power Company ("IPC") will receive $1,250 for each Board meeting and for each committee meeting attended. Non-employee Directors who are Chairmen of Board committees receive monthly retainers in excess of other non-employee Directors. The Chairman of the Audit Committee will receive $3,125 per month, the Chairman of the Compensation Committee will receive $2,916 per month, and the Chairman of the Corporate Governance Committee will receive $2,583 per month; other non-employee Directors will receive $2,083 per month. In addition, each non-employee Director including the non-executive Chairman will receive an annual stock grant under the Directors Stock Compensation Plan of IDACORP common stock equal to approximately $40,000 in February of 2005. Mr. Miller, as non-executive Chairman of the Board of IDACORP and IPC, will receive a monthly retainer of $7,000. 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 (the interest rate is equal to the Moody's Long-term Corporate Bond Yield Average rate, plus three (3) percent), 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.
Since each director serves on both the IDACORP and IPC Boards and on the same committees of each Board, the monthly retainer applies to service on both Boards, as do the meeting fees for the Board meetings and for each committee which has a corresponding committee at both companies. The practice generally is that meetings of the IDACORP and IPC Boards and the corresponding committees are held in conjunction with each other and a single meeting fee is 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.
DIRECTOR COMPENSATION TABLE
Annual Cash Annual Stock Meeting Fees
----------- ------------ ------------
Retainer Retainer (1) Board/Committee
-------- ------------ ---------------
Chairman of the Board $84,000 $40,000 N/A
Director, Non-Chair $25,000 $40,000 $1,250/ $1,250
Annual Chair Retainer
Audit $37,500 $40,000 $1,250/ $1,250
Compensation $35,000 $40,000 $1,250/ $1,250
Governance $31,000 $40,000 $1,250/ $1,250
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(1) The number of shares will be determined based on (i) for treasury stock the closing price of the IDACORP Common Stock on the consolidated transaction reporting system on the business day immediately preceding the date of payment, and (ii) for open market purchases, the actual price paid to purchase the shares.
Exhibit 10.9
IDACORP, Inc. Non-Employee Directors Stock Compensation Plan, as amended on January 20, 2005
IDACORP, INC. NON-EMPLOYEE DIRECTORS
STOCK COMPENSATION PLAN
I. Purpose
The purpose of the IDACORP, Inc. Non-Employee Directors Stock Compensation Plan is to provide ownership of the Company's stock to non-employee members of the Board of Directors and to strengthen the commonality of interest between directors and shareholders.
II. Definitions
When used herein, the following terms shall have the respective meanings set forth below:
"Annual Retainer" means the annual retainer payable by the Company to Non-Employee Directors and shall include, for purposes of this Plan, meeting fees, cash retainers and any other cash compensation payable to Non-Employee Directors by the Company for services as a Director.
"Annual Meeting of Shareholders" means the annual meeting of shareholders of the Company at which directors of the Company are elected.
"Board" or "Board of Directors" means the Board of Directors of the Company.
"Committee" means a committee whose members meet the requirements of
Section IV(A) hereof, and who are appointed from time to time by the Board
to administer the Plan.
"Common Stock" means the common stock, without par value, of the Company.
"Company" means IDACORP, Inc., an Idaho corporation, and any successor corporation.
"Effective Date" means May 17, 1999.
"Employee" means any officer or other common law employee of the Company or of any Subsidiary.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Non-Employee Director" or "Participant" means any person who is elected or appointed to the Board of Directors of the Company and who is not an Employee.
"Plan" means the Company's Non-Employee Directors Stock Compensation Plan, adopted by the Board on May 5, 1999, as it may be amended from time to time.
"Plan Year" means the period commencing on February 1 and ending the next following January 31.
"Stock Payment" means that portion of the Annual Retainer to be paid to Non-Employee Directors in shares of Common Stock rather than cash for services rendered as a director of the Company, as provided in Section V hereof.
"Subsidiary" means any corporation that is a "subsidiary corporation" of the Company, as that term is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended.
III. Shares of Common Stock Subject to the Plan
Subject to Section VI below, the maximum aggregate number of shares of Common Stock that may be delivered under the Plan is 100,000 shares. The Common Stock to be delivered under the Plan will be made available from treasury stock or shares of Common Stock purchased on the open market.
IV. Administration
A. The Plan will be administered by a committee appointed by the Board, consisting of two or more persons. Members of the Committee need not be members of the Board. The Company shall pay all costs of administration of the Plan.
B. Subject to and not inconsistent with the express provisions of the Plan, the Committee has and may exercise such powers and authority of the Board as may be necessary or appropriate for the Committee to carry out its functions under the Plan. Without limiting the generality of the foregoing, the Committee shall have full power and authority (i) to determine all questions of fact that may arise under the Plan, (ii) to interpret the Plan and to make all other determinations necessary or advisable for the administration of the Plan and (iii) to prescribe, amend and rescind rules and regulations relating to the Plan, including, without limitation, any rules which the Committee determines are necessary or appropriate to ensure that the Company and the Plan will be able to comply with all applicable provisions of any federal, state or local law. All interpretations, determinations and actions by the Committee will be final and binding upon all persons, including the Company and the Participants.
V. Determination of Annual Retainer and Stock Payments
A. The Board shall determine the Annual Retainer payable to all Non-Employee Directors of the Company.
B. Each director who is a Non-Employee Director immediately following the date of the Company's Annual Meeting of Shareholders or who becomes a Non-Employee Director thereafter shall receive as a portion of the Annual Retainer,
payable to such director on February 1 (or such later date as the director may be elected to the Board), or on the first business day thereafter, a Stock Payment of $40,000 in value of Common Stock. The number of shares granted shall be determined based on (i) for treasury stock, the closing price of the Common Stock on the consolidated transaction reporting system on the business day immediately preceding the date of payment, and (ii) for open market purchases, the actual price paid to purchase the shares. A certificate evidencing the shares of Common Stock constituting the Stock Payment shall be registered in the name of the Participant and issued to each Participant. The cash portion of the Annual Retainer shall be paid to Non-Employee Directors at such times and in such manner as may be determined by the Board of Directors.
C. No Non-Employee Director shall be required to forfeit or otherwise return any shares of Common Stock issued as a Stock Payment pursuant to the Plan notwithstanding any change in status of such Non-Employee Director which renders him ineligible to continue as a Participant in the Plan.
VI. Adjustment For Changes in Capitalization
If the outstanding shares of Common Stock of the Company are increased, decreased or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Common Stock or other securities, through merger, consolidation, sale of all or substantially all of the property of the Company, reorganization or recapitalization, reclassification, stock dividend, stock split, reverse stock split, combinations of shares, rights offering, distribution of assets or other distribution with respect to such shares of Common Stock or other securities or other change in the corporate structure or shares of Common Stock, the maximum number of shares and/or the kind of shares that may be issued under the Plan shall be appropriately adjusted by the Committee. Any determination by the Committee as to any such adjustment will be final, binding and conclusive. The maximum number of shares issuable under the Plan as a result of any such adjustment shall be rounded down to the nearest whole share.
VII. Amendment and Termination of Plan
The Board will have the power, in its discretion, to amend, suspend or terminate the Plan at any time.
VIII. Effective Date and Duration of the Plan
The Plan will become effective upon the Effective Date and shall remain in effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Section VIII, until all shares subject to the Plan have been purchased or acquired according to the Plan's provisions.
IX. Miscellaneous Provisions
A. Continuation of Directors in Same Status
Nothing in the Plan or any action taken pursuant to the Plan shall be construed as creating or constituting evidence of any agreement or understanding, express or implied, that the Company will retain a Non-Employee Director as a director or in any other capacity for any period of time or at a particular retainer or other rate of compensation, as conferring upon any Participant any legal or other right to continue as a director or in any other capacity, or as limiting, interfering with or otherwise affecting the right of the Company to terminate a Participant in his capacity as a director or otherwise at any time for any reason, with or without cause, and without regard to the effect that such termination might have upon him as a Participant under the Plan.
B. Compliance with Government Regulations
Neither the Plan nor the Company shall be obligated to issue any shares of Common Stock pursuant to the Plan at any time unless and until all applicable requirements imposed by any federal and state securities and other laws, rules and regulations, by any regulatory agencies or by any stock exchanges upon which the Common Stock may be listed have been fully met. As a condition precedent to any issuance of shares of Common Stock and delivery of certificates evidencing such shares pursuant to the Plan, the Board or the Committee may require a Participant to take any such action and to make any such covenants, agreements and representations as the Board or the Committee, as the case may be, in its discretion deems necessary or advisable to ensure compliance with such requirements. The Company shall in no event be obligated to register the shares of Common Stock deliverable under the Plan pursuant to the Securities Act of 1933, as amended, or to qualify or register such shares under any securities laws of any state upon their issuance under the Plan or at any time thereafter, or to take any other action in order to cause the issuance and delivery of such shares under the Plan or any subsequent offer, sale or other transfer of such shares to comply with any such law, regulation or requirement. Participants are responsible for complying with all applicable federal and state securities and other laws, rules and regulations in connection with any offer, sale or other transfer of the shares of Common Stock issued under the Plan or any interest therein including, without limitation, compliance with the registration requirements of the Securities Act of 1933, as amended (unless an exemption therefrom is available), or with the provisions of Rule 144 promulgated thereunder, if applicable, or any successor provisions. Certificates for shares of Common Stock may be legended as the Committee shall deem appropriate.
C. Nontransferability of Rights
No Participant shall have the right to assign the right to receive any Stock Payment or any other right or interest under the Plan, contingent or otherwise, or to cause or permit any encumbrance, pledge or charge of any nature to be imposed on any such Stock Payment (prior to the issuance of stock certificates evidencing such Stock Payment) or any such right or interest.
D. Severability
In the event that any provision of the Plan is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of the Plan.
E. Governing Law
To the extent not preempted by Federal law, the Plan shall be governed by the laws of the State of Idaho, without regard to the conflict of law provisions of any state.
Dated: January 20, 2005
Exhibit 10.10
Jan B. Packwood 2005 Restricted Stock Award Agreement
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
1/20/2005 - 4/15/2007
RESTRICTED STOCK AWARD AGREEMENT
January 20, 2005
Jan B. Packwood
1221 W. Idaho Street
Boise, Idaho 83702
In accordance with the terms of the IDACORP, Inc. 2000 Long-Term Incentive and
Compensation Plan (the "Plan"), pursuant to action of the Compensation Committee
(the "Committee") of the Board of Directors, IDACORP, Inc. (the "Company")
hereby grants to you (the "Participant"), subject to the terms and conditions
set forth in this Restricted Stock Award Agreement (including Annex A hereto and
all documents incorporated herein by reference), an award of restricted shares
of Company common stock (the "Restricted Stock"), as set forth below:
Date of Grant: January 20, 2005
Number of Shares of Restricted Stock: 16,000
Period of Restriction: Date of Grant through April 15, 2007
Performance Goal: N/A
Vesting Schedule: 50% of the Shares of Restricted Stock
subject to this Award shall vest on
April 15, 2006 and the remaining Shares
of Restricted Stock subject to this
Award shall vest on April 15, 2007.
|
THESE SHARES OF RESTRICTED STOCK ARE SUBJECT TO FORFEITURE AS PROVIDED IN ANNEX A AND THE PLAN.
Further terms and conditions of the Award are set forth in Annex A hereto, which is an integral part of this Restricted Stock Award Agreement.
All terms, provisions and conditions applicable to the Award set forth in the Plan and not set forth herein are hereby incorporated by reference herein. To the extent any provision hereof is inconsistent with the Plan, the Plan will govern. The Participant hereby acknowledges receipt of a copy of this Restricted Stock Award Agreement including Annex A hereto and a copy of the Plan and agrees to be bound by all the terms and provisions hereof and thereof.
IDACORP, Inc.
By:/s/ Jon H. Miller ------------------------ |
/s/ Jan B. Packwood ------------------------ Attachment: Annex A |
ANNEX A
TO
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
RESTRICTED STOCK AWARD AGREEMENT
It is understood and agreed that the Award of Restricted Stock evidenced by the Restricted Stock Award Agreement to which this is annexed is subject to the following additional terms and conditions:
1. Forfeiture and Transfer Restrictions.
A. Forfeiture Restrictions. Except as provided otherwise in Section 2 of this Annex A, if the Participant's employment is terminated during the Period of Restriction, unvested Shares of Restricted Stock subject to this Award shall be forfeited as of the date of termination.
B. Transfer Restrictions. Unvested shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated during the Period of Restriction.
2. Termination of Employment. If the Participant's employment is terminated during the Period of Restriction due to the Participant's death or Disability, unvested Restricted Stock shall vest on the date of such termination of employment with respect to a prorated number of Shares of Restricted Stock determined by multiplying the total number of unvested Shares subject to this Award times a fraction, the numerator of which is the number of whole months having elapsed during the Period of Restriction as of the date of such termination of employment and the denominator of which is the total number of whole months in the Period of Restriction.
3. Vesting of Restricted Stock. Except as provided otherwise in Article 14 of the Plan and Sections 1 or 2 of this Annex A, the Restricted Stock shall vest in accordance with the Vesting Schedule set forth in the Restricted Stock Award Agreement. Any Shares that do not vest shall be forfeited.
4. Voting Rights, Dividends and Custody.
The Participant shall be entitled to vote and receive regular cash dividends paid with respect to the Shares subject to this Award during the Period of Restriction; provided, however, that in no event shall the Participant vote or receive dividends paid with respect to any forfeited Shares on or after the date of forfeiture. The Shares subject to this Award shall be registered in the name of the Participant and held in the Company's custody during the Period of Restriction.
5. Tax Withholding. The Company may make such provisions as are necessary for the withholding of all applicable taxes on the Restricted Stock, in accordance with Article 16 of the Plan. With respect to the minimum statutory tax withholding required with respect to the Restricted Stock, the Participant may elect to satisfy such withholding requirement by having the Company withhold Shares from this Award.
6. Ratification of Actions. By accepting this Award or other benefit under the Plan, the Participant and each person claiming under or through him shall be conclusively deemed to have indicated the Participant's acceptance and ratification of, and consent to, any action taken under the Plan or the Award by IDACORP, Inc.
7. Notices. Any notice hereunder to IDACORP, Inc. shall be addressed to its office at 1221 West Idaho Street, Boise, Idaho 83702; Attention: Corporate Secretary, and any notice hereunder to the Participant shall be addressed to him at the address specified on the Restricted Stock Award Agreement, subject to the right of either party to designate at any time hereafter in writing some other address.
8. Definitions. Capitalized terms not otherwise defined herein shall have the meanings given them in the Plan.