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Exhibit
10(h)(xii)
IDACORP, INC.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
Article 1.
Establishment, Purpose and Duration
1.1 Establishment of the
Plan . IDACORP, Inc., an Idaho corporation (hereinafter
referred to as the "Company"), hereby establishes an incentive and
compensation plan for officers, key employees and directors, to be
known as the "IDACORP, Inc. 2000 Long-Term Incentive and
Compensation Plan" (hereinafter referred to as the "Plan"), as set
forth in this document. The Plan permits the grant of
nonqualified stock options (NQSO), incentive stock options (ISO),
stock appreciation rights (SAR), restricted stock, restricted stock
units, performance units, performance shares and other awards.
The Plan shall become effective when approved by the
shareholders at the 2000 Annual Meeting of Shareholders (the
"Effective Date") and shall remain in effect as provided in Section
1.3 herein.
1.2 Purpose of the
Plan . The purpose of the Plan is to promote the success
and enhance the value of the Company by linking the personal
interests of Participants to those of Company shareholders and
customers.
The Plan is further intended to provide flexibility to the
Company in its ability to motivate, attract and retain the services
of Participants upon whose judgment, interest and special effort
the successful conduct of its operations is largely dependent.
1.3 Duration of the
Plan . The Plan shall commence on the Effective Date, as
described in Section 1.1 herein, and shall remain in effect,
subject to the right of the Board of Directors to terminate the
Plan at any time pursuant to Article 15 herein, until all Shares
subject to it shall have been purchased or acquired according to
the Plan's provisions.
Article 2.
Definitions
Whenever used in the Plan, the following terms shall have the
meanings set forth below and, when such meaning is intended, the
initial letter of the word is capitalized:
2.1 Award means,
individually or collectively, a grant under the Plan of NQSOs,
ISOs, SARs, Restricted Stock, Restricted Stock Units, Performance
Units, Performance Shares or any other type of award permitted
under Article 10 of the Plan.
2.2 Award Agreement
means an agreement entered into by each Participant and the
Company, setting forth the terms and provisions applicable to an
Award granted to a Participant under the Plan.
2.3 Base Value of an
SAR shall have the meaning set forth in Section 7.1 herein.
2.4 Board or Board
of Directors means the Board of Directors of the Company.
2.5 Change in Control
means the earliest of the following to occur:
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(a) any Person, excluding (i) the Company or any
Subsidiary, (ii) a corporation or other entity owned, directly or
indirectly, by the stockholders of the Company immediately prior to
the transaction in substantially the same proportions as their
ownership of stock of the Company, (iii) an employee benefit plan
(or related trust) sponsored or maintained by the Company or any
Subsidiary or (iv) an underwriter temporarily holding securities
pursuant to an offering of such securities ("Change in Control
Person") is the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of 20% or more of the
combined voting power of the then outstanding voting securities
eligible to vote generally in the election of directors of the
Company; provided, however, that no Change in Control will be
deemed to have occurred as a result of a change in ownership
percentage resulting solely from an acquisition of securities by
the Company;
(b) consummation of a merger, consolidation,
reorganization or share exchange, or sale of all or substantially
all of the assets, of the Company or Idaho Power Company (a
"Qualifying Transaction"), unless, immediately following such
Qualifying Transaction, all of the following have occurred: (i) all
or substantially all of the beneficial owners of the Company
immediately prior to such Qualifying Transaction beneficially own
in substantially the same proportions, directly or indirectly, more
than 50% of the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of
directors of the corporation or other entity resulting from such
Qualifying Transaction (including, without limitation, a
corporation or other entity which, as a result of such transaction,
owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) (as the
case may be, the "Successor Entity"), (ii) no Change in Control
Person is the beneficial owner (as defined in Rule 13d-3 under the
1934 Act), directly or indirectly, of 20% or more of the
combined voting power of the then outstanding voting securities
eligible to vote generally in the election of directors of the
Successor Entity and (iii) at least a majority of the members of
the board of directors of the Successor Entity are Incumbent
Directors;
(c) a complete liquidation or dissolution of the Company
or Idaho Power Company; or
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(d) within a 24-month period, individuals who were
directors of the Board immediately before such period ("Incumbent
Directors") cease to constitute at least a majority of the
directors of the Board; provided, however, that any director who
was not a director of the Board at the beginning of such period
shall be deemed to be an Incumbent Director if the election or
nomination for election of such director was approved by the vote
of at least two-thirds of the directors of the Board then still in
office (i) who were in office at the beginning of the 24-month
period or (ii) whose election or nomination for election was so
approved, in each case, unless such individual was elected or
nominated as a result of an actual or threatened election contest
or as a result of an actual or threatened solicitation of proxies
or consents by or on behalf of any Change in Control Person other
than the Board.
For avoidance of doubt, transactions for the purpose of dividing
Idaho Power Company's assets into separate distribution,
transmission or generation entities or such other entities as the
Company or Idaho Power Company may determine shall not constitute a
Change in Control unless so determined by the Board.
2.6 Code means the
Internal Revenue Code of 1986, as amended from time to time.
2.7 Committee means
the committee, as specified in Article 3, appointed by the Board to
administer the Plan with respect to Awards.
2.8 Company means
IDACORP, Inc., an Idaho corporation, or any successor thereto as
provided in Article 17 herein.
2.9 Covered Employee means
any Participant who would be considered a "covered employee" for
purposes of Section 162(m) of the Code.
2.10 Director means any
individual who is a member of the Board of Directors of the
Company.
2.11 Disability means the
continuous inability of an Employee because of illness or injury to
engage in any occupation or employment for wage or profit with the
Company or any other employer (including self-employment) for which
he is reasonably qualified by education, training or
experience. An Employee will not be considered disabled
during any period unless he is under the regular care and
attendance of a duly qualified physician.
2.12 Dividend Equivalent means,
with respect to Shares subject to an Award, a right to be paid an
amount equal to dividends declared on an equal number of
outstanding Shares.
2.13 Eligible Person means an
individual who is eligible to participate in the Plan, as set forth
in Section 5.1 herein.
2.14 Employee means an individual
who is paid on the payroll of the Company or of the Company's
Subsidiaries, who is not covered by any collective bargaining
agreement to which the Company or any of its Subsidiaries is a
party, and is classified in the payroll system as a regular
full-time, part-time or temporary employee. For purposes of
the Plan, transfer of employment of a Participant between the
Company and any one of its Subsidiaries (or between Subsidiaries)
shall not be deemed a termination of employment.
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2.15 Exchange Act means the
Securities Exchange Act of 1934, as amended from time to time, or
any successor act thereto.
2.16 Exercise Period means the
period during which an SAR or Option is exercisable, as set forth
in the related Award Agreement.
2.17 Fair Market Value means the
fair market value of a Share as determined in good faith by the
Committee or pursuant to a procedure specified in good faith by the
Committee; provided, however, that if the Committee has not
specified otherwise, Fair Market Value shall mean the closing price
of a Share as reported in the consolidated transaction reporting
system, or, if there was no such sale on the relevant date, then on
the last previous day on which a sale was reported.
2.18 Freestanding SAR means an
SAR that is not a Tandem SAR.
2.19 Incentive Stock Option or
ISO means an option to purchase Shares, granted under
Article 6 herein, which is designated as an Incentive Stock Option
and satisfies the requirements of Section 422 of the Code.
2.20 Nonqualified Stock Option or
NQSO means an option to purchase Shares, granted under
Article 6 herein, which is not intended to be an Incentive Stock
Option under Section 422 of the Code.
2.21 Option means an Incentive
Stock Option or a Nonqualified Stock Option.
2.22 Option Exercise Price means
the price at which a Share may be purchased by a Participant
pursuant to an Option, as determined by the Committee and set forth
in the Option Award Agreement.
2.23 Participant means an
Eligible Person who has outstanding an Award granted under the
Plan.
2.24 Performance Goals
means the performance goals established by the Committee, which
shall be based on one or more of the following measures:
sales or revenues, earnings per share, shareholder return and/or
value, funds from operations, operating income, gross income, net
income, cash flow, return on equity, return on capital, earnings
before interest, operating ratios, stock price, customer
satisfaction, accomplishment of mergers, acquisitions, dispositions
or similar extraordinary business transactions, profit returns and
margins, financial return ratios, budget achievement, performance
against budget, and/or market performance. Performance goals
may be measured solely on a corporate, subsidiary or business unit
basis, or a combination thereof. Performance goals may
reflect absolute entity performance or a relative comparison of
entity performance to the performance of a peer group of entities
or other external measure.
2.25 Performance Period means the
time period during which Performance Unit/Performance Share
Performance Goals must be met.
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2.26 Performance Share means an
Award described in Article 9 herein.
2.27 Performance Unit means an
Award described in Article 9 herein.
2.28 Period of Restriction means
the period during which the transfer of Restricted Stock is limited
in some way, as provided in Article 8 herein.
2.29 Person shall have the
meaning ascribed to such term in Section 3(a)(9) of the Exchange
Act, as used in Sections 13(d) and 14(d) thereof, including usage
in the definition of a "group" in Section 13(d) thereof.
2.30 Plan means the IDACORP, Inc.
2000 Long-Term Incentive and Compensation Plan, as amended from
time to time.
2.31 Qualified Restricted Stock
means an Award of Restricted Stock designated as Qualified
Restricted Stock by the Committee at the time of grant and intended
to qualify for the exemption from the limitation on deductibility
imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C).
2.32 Qualified Restricted Stock
Unit means an Award of Restricted Stock Units designated as
Qualified Restricted Stock Units by the Committee at the time of
grant and intended to qualify for the exemption from the limitation
on deductibility imposed by Section 162(m) of the Code that is set
forth in Section 162(m)(4)(C).
2.34 Restricted Stock Unit means
an Award described in Article 8 herein.
2.35 Retirement means a
Participant's termination from employment with the Company or a
Subsidiary at the Participant's Early or Normal Retirement Date, as
applicable.
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(a) Early
Retirement Date -- shall mean the date on which a Participant
terminates employment, if such termination date occurs on or after
Participant's attainment of age fifty-five (55) but prior to
Participant's Normal Retirement Date.
(b) Normal
Retirement Date -- shall mean the date on which the Participant
terminates employment, if such termination date occurs on or after
the Participant attains age sixty-two (62).
2.36 Securities Act means the
Securities Act of 1933, as amended.
2.37 Shares means the shares of
common stock, no par value, of the Company.
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2.38 Stock Appreciation Right or
SAR means a right, granted alone or in connection with a
related Option, designated as an SAR, to receive a payment on the
day the right is exercised, pursuant to the terms of Article 7
herein. Each SAR shall be denominated in terms of one Share.
2.39 Subsidiary means any
corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain owns stock
possessing 50 percent or more of the total combined voting power of
all classes of stock in one of the other corporations in such
chain.
2.40 Tandem SAR means an SAR that
is granted in connection with a related Option, the exercise of
which shall require forfeiture of the right to purchase a Share
under the related Option (and when a Share is purchased under the
Option, the Tandem SAR shall be similarly canceled).
Article 3.
Administration
3.1 The Committee .
The Plan shall be administered by the Compensation Committee or
such other committee (the "Committee") as the Board of Directors
shall select consisting solely of two or more members of the
Board. The members of the Committee shall be appointed from
time to time by, and shall serve at the discretion of, the Board of
Directors.
3.2 Authority of the
Committee . The Committee shall have full power except as
limited by law, the Articles of Incorporation or the Bylaws of the
Company, subject to such other restricting limitations or
directions as may be imposed by the Board and subject to the
provisions herein, to determine the Eligible Persons to receive
Awards; to determine the size and types of Awards; to determine the
terms and conditions of such Awards; to construe and interpret the
Plan and any agreement or instrument entered into under the Plan;
to establish, amend or waive rules and regulations for the Plan's
administration; and (subject to the provisions of Article 15
herein) to amend the terms and conditions of any outstanding
Award. Further, the Committee shall make all other
determinations which may be necessary or advisable for the
administration of the Plan. As permitted by law, the
Committee may delegate its authorities as identified hereunder.
3.3 Restrictions on
Distribution of Shares and Share Transferability .
Notwithstanding any other provision of the Plan, the Company shall
have no liability to deliver any Shares or benefits under the Plan
unless such delivery would comply with all applicable laws
(including, without limitation, the Securities Act) and applicable
requirements of any securities exchange or similar entity and
unless the Participant's tax obligations have been satisfied as set
forth in Article 16. The Committee may impose such
restrictions on any Shares acquired pursuant to Awards under the
Plan as it may deem advisable, including, without limitation,
restrictions to comply with applicable Federal securities laws,
with the requirements of any stock exchange or market upon which
such Shares are then listed and/or traded and with any blue sky or
state securities laws applicable to such Shares.
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3.4 Decisions Binding
. All determinations and decisions (including, without
limitation, all interpretations) made by the Committee pursuant to
the provisions of the Plan and all related orders or resolutions of
the Board shall be final, conclusive and binding on all persons,
including the Company, its shareholders, Eligible Persons,
Employees, Participants and their estates and beneficiaries.
3.5 Costs . The
Company shall pay all costs of administration of the Plan.
Article 4.
Shares Subject to the Plan
4.1 Number of Shares
. Subject to Section 4.2 herein, the maximum number of Shares
available for grant under the Plan shall be 3,100,000. Shares
underlying lapsed or forfeited Awards, or Awards that are not paid
in Shares, may be reused for other Awards. If the Option
Exercise Price is satisfied by tendering Shares, only the number of
Shares issued net of the Shares tendered shall be deemed issued
under the Plan, provided, however, that, as long as the Shares are
listed on the New York Stock Exchange, this sentence shall only be
operative for ten years following the date the Plan is last
approved by stockholders in a manner that constitutes stockholder
approval for purposes of New York Stock Exchange listing
standards. Shares granted pursuant to the Plan may be (i)
authorized but unissued Shares of common stock, (ii) treasury
shares or (iii) Shares purchased on the open market.
4.2 Adjustments in
Authorized Shares and Awards . In the event of any
merger, reorganization, consolidation, recapitalization,
liquidation, stock dividend, split-up, spin-off, stock split,
reverse stock split, share combination, share exchange or other
change in the corporate structure of the Company affecting the
Shares, such adjustment shall be made in the outstanding Awards,
the number and kind of Shares which may be delivered under the
Plan, and in the number and kind of and/or price of Shares subject
to outstanding Awards granted under the Plan, as may be determined
to be appropriate and equitable by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights.
Notwithstanding the foregoing, unless otherwise determined by the
Committee, (i) each such adjustment with respect to an Incentive
Stock Option shall comply with the rules of Section 424(a) of the
Code and (ii) in no event shall any adjustment be made which would
render any Incentive Stock Option granted hereunder to be other
than an incentive stock option for purposes of Section 422 of the
Code. In no event shall the Committee have the right to amend
an outstanding Option Award for the sole purpose of reducing the
exercise price thereof.
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4.3 Individual Limitations
. Subject to Section 4.2 above, (i) the total number of
Shares with respect to which Options or SARs may be granted in any
calendar year to any Covered Employee shall not exceed 250,000
Shares; (ii) the total n
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