Exhibit 10.26
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 14 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) 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
(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 16 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 Unit means an Award
described in Article 9 herein.
2.28 Period of Restriction means the
period during which the transfer of Restricted Stock or Restricted
Stock Units 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).
2.33 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 Separation from Service if (i) the
Participant is age 55 or older at the time of the Separation from
Service and (ii) the Committee determines that the Separation from
Service constitutes Retirement for purposes of the Participant's
Award.
2.36 Securities
Act means the Securities Act of 1933, as amended.
2.37 Separation
from Service means "separation from service" as that term is
used in Section 409A(a)(2)(A)(i) of the Code.
2.38 Shares
means the shares of common stock, no par value, of the
Company.
2.39 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.
2.40 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.
2.41 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 14
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
15. 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 equity restructuring
(within the meaning of Financial Accounting Standards No. 123R),
such as a stock dividend, stock split, spinoff, rights offering or
recapitalization through a large, nonrecurring cash dividend, the
Committee shall cause an equitable adjustment to be made (i) in the
number and kind of Shares that may be delivered under the Plan,
(ii) in the individual limitations set forth in Section 4.3 and
(iii) with respect to outstanding Awards, in the number and kind of
Shares subject to outstanding Awards, the Option Exercise Price,
Base Value or other price of Shares subject to outstanding Awards,
any performance conditions relating to Shares, the market price of
Shares, or per-Share results, and other terms and conditions of
outstanding Awards, in the case of (i), (ii) and (iii) to prevent
dilution or enlargement of rights. In the event of any other change
in corporate capitalization, such as a merger, consolidation or
liquidation, the Committee may, in its sole discretion, cause an
equitable adjustment as described in the foregoing sentence to be
made, to prevent dilution or enlargement of rights. The number of
Shares subject to any Award shall always be rounded down to a whole
number when adjustments are made pursuant to this Section 4.2.
Adjustments made by the Committee pursuant to this Section
4.2 shall be final, binding and conclusive.
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 number of Qualified Restricted Stock Shares or Qualified
Restricted Stock Units that may be granted in any calendar year to
any Covered Employee shall not exceed 250,000 Shares or Units, as
the case may be; (iii) the total number of Performance Shares or
Performance Units that may be granted in any calendar year to any
Covered Employee shall not exceed 250,000 Shares or Units, as the
case may be; (iv) the total number of Shares that are intended to
qualify as performance-based compensation under Section 162(m) of
the Code granted pursuant to Article 10 herein in any calendar year
to any Covered Employee shall not exceed 250,000 Shares; (v) the
total cash Award that is intended to qualify as performance-based
compensation under Section 162(m) of the Code that may be paid
pursuant to Article 10 herein in any calendar year to any Covered
Employee shall not exceed $500,000; and (vi) the aggregate amount
of Dividend Equivalents that are intended to qualify as
performance-based compensation under Section 162(m) of the Code
that a Covered Employee may receive in any calendar year shall not
exceed $1,000,000.
4.4
Direct Registration . Except as provided in Section
8.4 herein, Shares issued pursuant to the Plan will be
re
