Exhibit 10(h)(ix)
IDACORP, INC.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
Article
1.
Establishment, Purpose and Duration
1.1
Establishment of the Plan . IDACORP, Inc., an Idaho
corporation (hereinafter referred to as the "Company"), hereby
establishes an incentive and compensation plan for officers, key
employees and directors, to be known as the "IDACORP, Inc. 2000
Long-Term Incentive and Compensation Plan" (hereinafter referred to
as the "Plan"), as set forth in this document. The Plan
permits the grant of nonqualified stock options (NQSO), incentive
stock options (ISO), stock appreciation rights (SAR), restricted
stock, restricted stock units, performance units, performance
shares and other awards.
The Plan shall become effective
when approved by the shareholders at the 2000 Annual Meeting of
Shareholders (the "Effective Date") and shall remain in effect as
provided in Section 1.3 herein.
1.2
Purpose of the Plan. The purpose of the Plan is to
promote the success and enhance the value of the Company by linking
the personal interests of Participants to those of Company
shareholders and customers.
The Plan is further intended to
provide flexibility to the Company in its ability to motivate,
attract and retain the services of Participants upon whose
judgment, interest and special effort the successful conduct of its
operations is largely dependent.
1.3
Duration of the Plan . The Plan shall commence on the
Effective Date, as described in Section 1.1 herein, and shall
remain in effect, subject to the right of the Board of Directors to
terminate the Plan at any time pursuant to Article 15 herein, until
all Shares subject to it shall have been purchased or acquired
according to the Plan's provisions.
Article
2.
Definitions
Whenever used in the Plan, the
following terms shall have the meanings set forth below and, when
such meaning is intended, the initial letter of the word is
capitalized:
2.1
Award means, individually or collectively, a grant under the
Plan of NQSOs, ISOs, SARs, Restricted Stock, Restricted Stock
Units, Performance Units, Performance Shares or any other type of
award permitted under Article 10 of the Plan.
2.2
Award Agreement means an agreement entered into by each
Participant and the Company, setting forth the terms and provisions
applicable to an Award granted to a Participant under the Plan.
2.3
Base Value of an SAR shall have the meaning set forth in
Section 7.1 herein.
2.4
Board or Board of Directors means the Board of
Directors of the Company.
2.5
Change in Control means the earliest of the following to
occur:
(a) the public announcement
by the Company or by any Person (which, for this purpose, shall not
include the Company, any Subsidiary of the Company or any employee
benefit plan of the Company or of any Subsidiary of the Company)
("Person") that such Person, who or which, together with all
Affiliates and Associates (within the meanings ascribed to such
terms in Rule 12b-2 of the Exchange Act) of such Person, shall be
the beneficial owner of twenty percent (20%) or more of the voting
stock then outstanding;
(b) the commencement of, or
after the first public announcement of any Person to commence, a
tender or exchange offer the consummation of which would result in
any Person becoming the beneficial owner of voting stock
aggregating thirty percent (30%) or more of the then outstanding
voting stock;
(c) the announcement of any
transaction relating to the Company required to be described
pursuant to the requirements of Item 6(e) of Schedule 14A of
Regulation 14A of the Securities and Exchange Commission under the
Exchange Act;
(d) a proposed change in the
constituency of the Board such that, during any period of two (2)
consecutive years, individuals who at the beginning of such period
constitute the Board cease for any reason to constitute at least a
majority thereof, unless the election or nomination for election by
the shareholders of the Company of each new director was approved
by a vote of at least two-thirds (2/3) of the directors then still
in office who were members of the Board at the beginning of the
period;
(e) the Company enters into
an agreement of merger, consolidation, share exchange or similar
transaction with any other corporation other than a transaction
which would result in the Company's voting stock outstanding
immediately prior to the consummation of such transaction
continuing to represent (either by remaining outstanding or by
being converted into voting stock of the surviving entity) at least
two-thirds of the combined voting power of the Company's or such
surviving entity's outstanding voting stock immediately after such
transaction;
(f) the Board approves a plan
of liquidation or dissolution of the Company or an agreement for
the sale or disposition by the Company (in one transaction or a
series of transactions) of all or substantially all of the
Company's assets to a Person which is not an affiliate of the
Company other than a transaction(s) for the purpose of dividing the
Company's assets into separate distribution, transmission or
generation entities or such other entities as the Company may
determine; or
(g) any other event which
shall be deemed by a majority of the Executive Committee of the
Board to constitute a "Change in Control."
2.6
Code means the Internal Revenue Code of 1986, as amended
from time to time.
2.7
Committee means the committee, as specified in Article 3,
appointed by the Board to administer the Plan with respect to
Awards.
2.8
Company means IDACORP, Inc., an Idaho corporation, or any
successor thereto as provided in Article 17 herein.
2.9
Covered Employee means any Participant who would be
considered a "covered employee" for purposes of Section 162(m) of
the Code.
2.10
Director means any individual who is a member of the Board
of Directors of the Company.
2.11
Disability means the continuous inability of an Employee
because of illness or injury to engage in any occupation or
employment for wage or profit with the Company or any other
employer (including self-employment) for which he is reasonably
qualified by education, training or experience. An Employee
will not be considered disabled during any period unless he is
under the regular care and attendance of a duly qualified
physician.
2.12
Dividend Equivalent means, with respect to Shares subject to
an Award, a right to be paid an amount equal to dividends declared
on an equal number of outstanding Shares.
2.13
Eligible Person means 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.
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.
2.26
Performance Share means an Award described in Article 9
herein.
2.27
Performance Uni t 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, except as otherwise provided in Section
2.5 herein, 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).
2.33
Restricted Stock means an Award described in Article 8
herein.
2.34
Restricted Stock Unit means an Award described in
Article 8 herein.
2.35
Retirement means a Participant's termination from
employment with the Company or a Subsidiary at the Participant's
Early or Normal Retirement Date, as applicable.
(a)
Early Retirement Date -- shall mean the date on which a
Participant terminates employment, if such termination date occurs
on or after Participant's attainment of age fifty-five (55) but
prior to Participant's Normal Retirement Date.
(b)
Normal Retirement Date -- shall mean the date on which the
Participant terminates employment, if such termination date occurs
on or after the Participant attains age sixty-two (62).
2.36
Securities Act means the Securities Act of 1933, as
amended.
2.37
Shares means the shares of common stock, no par value, of
the Company.
2.38
Stock Appreciation Right or SAR
means a right, granted alone or in connection with a related
Option, designated as an SAR, to receive a payment on the day the
right is exercised, pursuant to the terms of Article 7 herein. Each
SAR shall be denominated in terms of one Share.
2.39
Subsidiary means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the
Company if each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock in one of
the other corporations in such chain.
2.40
Tandem SAR means an SAR that is granted in connection
with a related Option, the exercise of which shall require
forfeiture of the right to purchase a Share under the related
Option (and when a Share is purchased under the Option, the Tandem
SAR shall be similarly canceled).
Article
3.
Administration
3.1
The Committee . The Plan shall be administered by the
Compensation Committee or such other committee (the "Committee") as
the Board of Directors shall select consisting solely of two or
more members of the Board. The members of the Committee shall
be appointed from time to time by, and shall serve at the
discretion of, the Board of Directors.
3.2
Authority of the Committee . The Committee shall have
full power except as limited by law, the Articles of Incorporation
or the Bylaws of the Company, subject to such other restricting
limitations or directions as may be imposed by the Board and
subject to the provisions herein, to determine the Eligible Persons
to receive Awards; to determine the size and types of Awards; to
determine the terms and conditions of such Awards; to construe and
interpret the Plan and any agreement or instrument entered into
under the Plan; to establish, amend or waive rules and regulations
for the Plan's administration; and (subject to the provisions of
Article 15 herein) to amend the terms and conditions of any
outstanding Award. Further, the Committee shall make all
other determinations which may be necessary or advisable for the
administration of the Plan. As permitted by law, the
Committee may delegate its authorities as identified hereunder.
3.3
Restrictions on Distribution of Shares and Share
Transferability . Notwithstanding any other provision of
the Plan, the Company shall have no liability to deliver any Shares
or benefits under the Plan unless such delivery would comply with
all applicable laws (including, without limitation, the Securities
Act) and applicable requirements of any securities exchange or
similar entity and unless the Participant's tax obligations have
been satisfied as set forth in Article 16. The Committee may
impose such restrictions on any Shares acquired pursuant to Awards
under the Plan as it may deem advisable, including, without
limitation, restrictions to comply with applicable Federal
securities laws, with the requirements of any stock exchange or
market upon which such Shares are then listed and/or traded and
with any blue sky or state securities laws applicable to such
Shares.
3.4
Decisions Binding . All determinations and decisions
(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 adjustm
