Exhibit 10.50
IDAHO POWER
COMPANY
DEFERRED COMPENSATION
AGREEMENT
AGREEMENT by and between ___________________ ("Director") and Idaho
Power Company (the "Company");
W I T N E S S E T H:
WHEREAS, Director is a member of the Board of Directors (the
"Board") of the Company; and
WHEREAS, Director desires to enter into the arrangement hereinafter
set forth as an alternative payment arrangement for all or a
portion of Director's cash fees for services as a member of the
Board;
NOW, THEREFORE, in consideration of the premises, the Company and
Director hereby agree as follows:
1. Effective
Date of Agreement and Elections
. This Agreement and the elections set forth in Sections 2
and 3 below shall be effective upon delivery of the completed and
executed Agreement to the Secretary of the Company no later than
December 31, 2008.
2. Election
to Defer Cash Fees . Director
hereby irrevocably elects to defer receipt of the portion indicated
below of the cash fees, including, without limitation, any monthly
fee, Board meeting fee or committee meeting fee (the "Fees"), that
Director will become entitled to receive for services as a member
of the Board beginning January 1, 2009. Director shall have the
option in December of each year (or at such other time prior to
December as may be specified by the Compensation Committee of the
Board (the "Committee")) to deliver a Termination of Deferred
Compensation Agreement (or such other document as the Committee may
prescribe from time to time for such purpose), which will be
effective with respect to Fees earned in the calendar years
following the calendar year in which the Termination of Deferred
Compensation Agreement (or other document) is delivered.
Unless Director so elects to deliver a Termination of Deferred
Compensation Agreement (or other document), this Agreement shall
remain in effect and will apply to Fees earned in subsequent
calendar years. (Choose one)
(a)
___ All Fees are to be
deferred. Director shall make payments by check to the
Company to cover any applicable Benefit Plan costs including
Medical Plan, Dental Plan, and Accidental Death and Dismemberment
Insurance.
(b)
___ All Fees other than the portion
thereof sufficient to cover Medical Plan, Dental Plan, and
Accidental Death and Dismemberment Insurance are to be
deferred.
3. Election
of Method of Payment of
Deferred Fees to Director .
Director hereby irrevocably elects to have the deferred Fees paid
to Director according to the following election: (Choose
One)
(a)
___ a lump sum payment of cash as
soon as practicable (but not more than 90 days) after the first
business day of the calendar year following the year in which
Director experiences a separation from service, as that term is
used in Section 409A(a)(2)(A)(i) of the Internal Revenue Code of
1986, as amended (a "Separation from Service"), with the Company,
such amount equal to the credit balance of Director's interest
account as provided in Section 4 below.
(b)
___ in a series of ____ annual cash
installment payments (not more than 10) to be made on the first
business day of the calendar year commencing with the calendar year
following the year in which Director experiences a Separation from
Service with the Company. The unpaid credit balance of the
deferred Fees shall continue to be adjusted, as provided in Section
4 of this Agreement, during the period that the installment
payments are being made.
Director shall have the option at any time to change the time
and/or form of payment elected by Director pursuant to this Section
3 or any prior Deferred Compensation Agreement between Director and
the Company that deferred payment of Director's cash fees for
service on the Board by delivering an Amendment to Deferred
Compensation Agreement, or such other document as the Committee may
prescribe from time to time for such purpose, (an
"Amendment"). Any such Amendment shall be subject to terms
and conditions required
