Exhibit
10.31
IDACORP,
Inc.
EXECUTIVE
INCENTIVE PLAN
1.
PURPOSE
The
purpose of the IDACORP, Inc. Executive Incentive Plan (the "Plan")
is to reinforce goals for profitable growth and continuation of a
sound overall financial condition of IDACORP, Inc. (the "Company")
by providing incentive compensation opportunities to selected key
employees. The Plan is designed to:
• attract,
retain and motivate key employees;
• relate
compensation to performance and financial results and
• provide a
portion of compensation in a variable rather than a fixed form.
2.
DEFINITIONS
2.1
Award means, for a given calendar year, as to each
Participant, an award granted under the Plan with respect to such
year that provides the Participant an opportunity to earn an annual
incentive payment under the Plan.
2.2
Board means the Board of Directors of the Company.
2.3
Cause means:
(a) if the
Participant is party to an employment or change in control
agreement that includes a definition of "Cause," the term "Cause"
as defined in such agreement or
(b) if the
Participant is not a party to an employment or change in control
agreement that includes a definition of "Cause," a Participant's
(i) willful and repeated refusal or failure to perform duties; (ii)
willful or intentional act that has injured (or could reasonably be
expected to injure) the reputation or business of the Company or a
Subsidiary in any material respects; (iii) continued or repeated
absence, unless due to serious injury or illness; (iv) conviction
of (or pleading nolo contendere to) a felony; (v) commission of an
act of fraud, embezzlement, theft or gross misconduct against the
Company or a Subsidiary, (vi) violation of a material policy of the
Company or a Subsidiary or (vii) other action or inaction that the
Company deems to constitute "Cause" for purposes of the Plan.
2.4 Change
in Control means the earliest of the following to occur:
(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 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 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
(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.
2.5
Code means the Internal Revenue Code of 1986, as
amended.
2.6
Committee means the Compensation Committee of the Board.
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2.7
Coverage Period means the period commencing on the date of a
Change in Control and ending on the last day of the calendar year
in which the Change in Control occurs.
2.8
Disability means termination of a Participant's employment
with the Company and/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.
2.9
Employee means an individual who is on the payroll of the
Company or a Subsidiary, 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.
2.10 Exchange Act means
the Securities Exchange Act of 1934, as amended.
2.11 Participant means
an Employee selected for participation in this Plan.
2.12 Person shall have
the meaning ascribed to such term in Section 3(a)(9) of the
Exchange Act.
2.13 Pre-Change in Control
Board means the Board, as composed prior to a Change in
Control.
2.14 Retirement means a
Participant's termination from employment with the Company and/or
its Subsidiaries, as applicable, if the date of termination occurs
on or after attainment of any of the following: (a) age 62, (b) age
55 with 10 years of service or (c) 30 years of service.
2.15 Subsidiary
means
(a) any
corporation more than fifty (50%) percent of the outstanding
securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by the Company or
one or more of its Subsidiaries or by the Company and one or more
of its Subsidiaries or
(b) any
partnership, limited liability company, association, joint venture
or similar business organization more than fifty (50%) percent of
the ownership interests having ordinary voting power of which shall
at the time be so owned or controlled.
2.16 Target Award Amount
means the amount payable if the Participant achieves target
performance levels pursuant to the Plan.
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3.
ADMINISTRATION
The Plan will be administered by the Committee, which is authorized
to interpret the Plan, select Employees who are eligible to be
Participants, establish rules and regulations necessary to
administer the Plan and take all other actions it determines are
required for the proper administration of the Plan; provided,
however, that (a) the Committee will report on its actions to the
Board and (b) all Awards and payments pursuant to Awards shall be
subject to Board approval. The Committee shall make
recommendations to the Board regarding the terms, conditions and
amounts of Awards and any payments it determines should be made
with respect to Awards.
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.
4.
PARTICIPATION
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 Subsidiaries. Participants
will be notified and provided a copy of the performance goals 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.
5.
DETERMINATION OF AWARDS
Subject to the terms of the Plan, Awards will be based upon
performance goals established under the Plan. Awards may
provide for payment of threshold, target, maximum and/or other
amounts. Performance goals may relate to the Company,
Subsidiaries, business units or such other criteria as the Board
shall determine. No Awards shall be paid under the Plan if
Awards are not paid to employees under the IDACORP, Inc. Employee
Incentive Plan for the same calendar year or if net income is less
than the Board approved dividend for IDACORP common stock for the
calendar year to which the Award relates. Awards need not be
uniform among Participants and may vary from year to year.
As
soon as practicable after the end of each calendar year, the
Committee shall assess performance achievement levels relative to
the pre-established performance goals and shall recommend Award
payment amounts for approval by the Board. The Committee's
recommendation may reflect downward adjustment of Awards (to zero)
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 Board has approved payment of the Award to the
Participant.
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When
used in the attached Exhibit, the term "base salary" shall
