Exhibit 10.21
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.
NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
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"Change in Control"
means the earliest of the following to
occur: (a) any person (which shall not include the Company, any
Subsidiary or any employee benefit plan of the Company or of any
Subsidiary) ("Person") or group (as that term is defined in
Treasury Regulation Section 1.409A-3(i)(5)(v)(B)) acquires (or has
acquired during the 12-month period ending on the date of the most
recent acquisition by such Person or Persons) ownership of stock of
the Company possessing 30% or more of the total voting power of the
stock of the Company; (b) any Person or group (as that term is
defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B))
acquires ownership of the stock of the Company that, together with
stock held by such Person or group, constitutes more than 50% of
the total fair market value or total voting power of the stock of
the Company (this part (b) applies only when there is a transfer of
stock of the Company and the Company's stock remains outstanding
after the transaction); (c) a majority of the members of the Board
is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the
members of the Board; or (d) any Person or group (as that term is
defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B))
acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such Person or Persons)
assets from the Company that have a gross fair market value equal
to or more than 40% of the total gross fair market value of all of
the assets of the Company immediately before such acquisition or
acquisitions.
Notwithstanding anything contained herein
to the contrary, no transaction or event shall constitute a Change
in Control for purposes of the Plan unless the transaction or event
constitutes a change in the ownership of a corporation (as defined
in Treasury Regulation Section 1.409A-3(i)(5)(v)), a change in
effective control of a corporation (as defined in Treasury
Regulation Section 1.409A-3(i)(5)(vi)) or a change in the ownership
of a substantial portion of the assets of a corporation (as defined
in Treasury Regulation Section 1.409A-3(i)(5)(vii)) and the term
Change in Control shall be interpreted in a manner consistent with
the proper interpretation of the similar provisions in the Section
409A Treasury Regulations.
"Code" means the Internal Revenue Code of 1986, as
amended.
"Committee" means the Compensation Committee of the Board of
Directors.
"Common Stock" means the common stock, without par value, of the
Company.
"Company" means IDACORP, Inc., an Idaho corporation, and any
successor corporation.
"Deferral Account"
means an account maintained by the
Company in the name of a Participant that is used to track the
Deferred Stock Units of a Participant who elects to defer receipt
of his or her Stock Payments pursuant to Section VI
hereof.
"Deferral Election"
means a Participant's deferral election,
as defined in Section VI(A) hereof.
"Deferred Stock Unit"
means a notional entry in a Participant's
Deferral Account representing one share of Common Stock.
"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.
NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
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"Separation from Service"
means a Participant's separation from
service (as that term is used in Section 409A(a)(2)(A)(i) of the
Code) with the Company.
"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 (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.
III.
Shares of Common Stock Subject to the Plan
Subject to Section VII 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
The Plan shall be administered by the
Compensation Committee of the Board of Directors. The Company
shall pay all costs of administration of the Plan. 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, the Participants and their estates and
beneficiaries.
V.
Determination of Annual Retainer and Stock
Payments
A.
Annual Retainer
The Board shall determine the Annual
Retainer payable to all Non-Employee Directors of the
Company.
B.
Stock Payments
NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
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Subject to the provisions of Section V(C)
below, each director who is a Non-Employee Director on March 1 of
each year shall receive, on March 1 or the first business day
thereafter, as a portion of the Annual Retainer, a Stock Payment of
$45,000 in value of Common Stock. Non-Employee Directors may
elect to defer receipt of the Stock Payment in accordance with the
provisions of Section VI hereof. The number of shares granted (or
credited as Deferred Stock Units pursuant to a Deferral Election in
accordance with Section VI hereof) shall be determined based on (i)
for shares granted from treasury stock and Deferred Stock Units,
the closing price of the Common Stock on the consolidated
transaction reporting system on the business day immediately
preceding the date paid to the Non-Employee Director or credited to
his or her Deferral Account, as the case may be, and (ii) for open
market purchases, the actual price paid to purchase the
shares.
Non-Employee Directors who are initially
elected to the Board after March 1 in any year shall receive a
prorated Stock Payment on the first business day of the month
following the effective date of their election to the Board, but in
no event later than March 15 of the year following the year in
which they are initially elected to the Board. The Stock Payment
will be prorated by multiplying $45,000 by a fraction, the
numerator of which equals the number of months (with a partial
month counted as a full month) remaining in the calendar year and
the denominator of which is twelve.
At the time of payment (or, if
applicable, at the time of distribution of any shares of Common
Stock pursuant to Section VI hereof), a certificate evidencing the
shares of Common Stock shall be registered in the name of the
Participant and issued to the Participant.
C.
Non-Employee Directors on April 1, 2007 and
Thereafter
A Non-Employee Director initially elected
to the Board effective on or after April 1, 2007 shall receive, on
March 1 or the first business day thereafter, a prorated Stock
Payment if the Board is aware on March 1 that the Non-Employee
Director will not continue to serve on the Board for the entire
year. The number of shares granted (or credited as Deferred Stock
Units pursuant to a Deferral Election) shall be calculated by
multiplying $45,000
