-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TBavGKuuImBi6TsRQmw4yRlKVs0VOw025mOhdx8bGuA/yW1ammohdd/YzroSFVrq o048HzaLyPkIMmFzSPVNOA== 0001057877-06-000044.txt : 20060317 0001057877-06-000044.hdr.sgml : 20060317 20060317153335 ACCESSION NUMBER: 0001057877-06-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060317 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060317 DATE AS OF CHANGE: 20060317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDACORP INC CENTRAL INDEX KEY: 0001057877 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 820505802 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14465 FILM NUMBER: 06695776 BUSINESS ADDRESS: STREET 1: 1221 WEST IDAHO STREET CITY: BOISE STATE: ID ZIP: 83702-5627 BUSINESS PHONE: 2083882200 MAIL ADDRESS: STREET 1: PO BOX 70 STREET 2: 1221 WEST IDAHO STREET CITY: BOISE STATE: ID ZIP: 83702-5627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDAHO POWER CO CENTRAL INDEX KEY: 0000049648 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 820130980 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03198 FILM NUMBER: 06695777 BUSINESS ADDRESS: STREET 1: 1221 W IDAHO ST STREET 2: PO BOX 70 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: 2083882200 MAIL ADDRESS: STREET 1: PO BOX 70 STREET 2: 1221 W IDAHO STREET CITY: BOISE STATE: ID ZIP: 83702-5627 8-K 1 a8k1.htm UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  March 15, 2006

 

 

 

Exact name of registrants as specified in

 

 

Commission

 

their charters, address of principal executive

 

IRS Employer

File Number

 

offices and registrants' telephone number

 

Identification Number

1-14465

 

IDACORP, Inc.

 

82-0505802

1-3198

 

Idaho Power Company

 

82-0130980

 

 

1221 W. Idaho Street

 

 

 

 

Boise, ID 83702-5627

 

 

 

 

(208) 388-2200

 

 

 

 

 

 

 

State or Other Jurisdiction of Incorporation:  Idaho

 

None

Former name or former address, if changed since last report.

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

IDACORP, Inc.
Idaho Power Company
Form 8-K

ITEM 1.01      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Long-Term Incentive Compensation

On March 15, 2006, the Compensation Committee (the "Committee") of the Boards of Directors of IDACORP, Inc. ("IDACORP") and Idaho Power Company ("IPC") made grants of IDACORP common stock subject to performance-based vesting conditions ("Performance Shares") under the IDACORP 2000 Long-Term Incentive and Compensation Plan.  The Boards of Directors of IDACORP and IPC approved the awards at their meeting on March 16, 2006.  The form of IDACORP 2000 Long-Term Incentive and Compensation Plan Performance Share Award Agreement (performance with two goals) is attached hereto as Exhibit 10.1.  The Named Executive Officers ("NEOs") who received Performance Shares are listed on Exhibit 10.2, which is incorporated herein by reference.

The award of Performance Shares is subject to the attainment of performance goals established by the Committee for the period January 1, 2006 through December 31, 2008 (the "Performance Period"), at the threshold, target and maximum levels.  The performance goals are a combination of: (i) cumulative earnings per share for the Performance Period, as reported on IDACORP's audited financial statements (weighted 50%) and (ii) IDACORP total shareholder return ("TSR") relative to a peer group for the Performance Period (weighted 50%).

If cumulative earnings per share are earned at the threshold level, the payout percentage is 50% of the target; target level - 100%; and maximum - 150%.  If TSR is at the 40th percentile, the payout percentage is 50% of the target; the 55th percentile - 100%; and the 75th percentile or higher - 150%.  Vesting of the Performance Shares will occur as soon as administratively practicable in the calendar year following the Performance Period to the extent performance goals are met.  Participants will receive a prorated number of shares if they retire, die or become disabled during the Performance Period, if the performance goals are met, based on the number of full months they were employed.  Participants who terminate employment for other reasons will forfeit the Performance Shares.  Participants are entitled to vote the Performance Shares during the Performance Period.  Dividends are accrued throughout the Performance Period and are paid following the Performance Period only on those Performance Shares that are earned.

ITEM 5.02      DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

 

On March 16, 2006, Jan B. Packwood announced his retirement as President and Chief Executive Officer of IDACORP, effective July 1, 2006.  Mr. Packwood, age 62, served as President and Chief Executive Officer of IDACORP since 1999.  He also served as Chief Executive Officer of IPC from 2002 to 2005, President and Chief Executive Officer of IPC from 1999 to 2002 and President and Chief Operating Officer of IPC from 1997 to 1999.

The IDACORP Corporate Governance Guidelines require the Chief Executive Officer to tender his resignation as a member of the IDACORP Board of Directors (the "Board") when he tenders his retirement notice to the Board.  After Mr. Packwood tendered his resignation, the Board requested that he continue to serve as a director; Mr. Packwood therefore will stand for re-election at the 2006 Annual Meeting of Shareholders.  He will also remain on the Boards of IPC.

Also on March 16, 2006, the Board elected J. LaMont Keen as President and Chief Executive Officer of IDACORP, effective July 1, 2006.  Mr. Keen, age 53, has served as Executive Vice President of IDACORP since March 1, 2002 and Chief Executive Officer and President of IPC since November 17, 2005.  Mr. Keen has been with IPC since 1974 and served as President and Chief Operating Officer of IPC from March 1, 2002 to November 17, 2005 and as Senior Vice President - Administration and Chief Financial Officer of IDACORP and IPC from May 5, 1999 to March 1, 2002.  Mr. Keen has served on the Board of Directors of IDACORP and IPC since 2004, IDACORP Technologies, Inc. since 2004 and Idaho Energy Resources Company since 1991.

Mr. Keen has a Change in Control Agreement with IDACORP that was entered into in September 1999.  The Agreement becomes effective for a three-year period upon a change in control of IDACORP.  If a change in control occurs, the Agreement provides that specified payments and benefits would be paid in the event of termination of Mr. Keen's employment (i) by IDACORP, other than for cause, death or disability, or (ii) by Mr. Keen for constructive discharge or retirement, at any time when the Agreement is in effect.  In such event, Mr. Keen would receive payment of an amount equal to two and one-half times his annual compensation, which shall be the highest combined amount of base salary and bonus received by Mr. Keen in any one of the five years preceding termination.  In addition, under this Agreement, Mr. Keen would receive (i) the immediate vesting of restricted stock granted prior to the change in control, (ii) outplacement services for 12 months not to exceed $12,000 and (iii) all benefits for a period of 24 months under the welfare benefit plans.

For these purposes "cause" means Mr. Keen's fraud or dishonesty which has resulted or is likely to result in material economic damage to IDACORP or a subsidiary of IDACORP, as determined in good faith by a vote of at least two-thirds of the non-employee directors of IDACORP at a meeting of the Board at which Mr. Keen is provided an opportunity to be heard.  "Constructive discharge" includes material failure by IDACORP to comply with the Agreement, relocation and certain reductions in compensation.

A "change in control" is defined as (i) the acquisition by a party or certain related parties of 20% or more of IDACORP's voting securities; (ii) a purchase by a person of 20% or more of the outstanding stock pursuant to a tender or exchange offer; (iii) shareholder approval of a merger or similar transaction after which IDACORP's shareholders will hold 50% or less of the voting securities of the surviving entity or (iv) a change in a majority of the Board within a 24-month period without the approval of two-thirds of the members of the Board.

A copy of the press release announcing Mr. Packwood's retirement and Mr. Keen's election is attached hereto as Exhibit 99.1

ITEM 8.01      OTHER EVENTS

 

On March 17, 2006, the House of Representatives of the State of Idaho (the "State") passed House Bill No. 800, which would repeal certain provisions of the Idaho Code on the use of natural water flow to recharge the Eastern Snake Plain Aquifer ("aquifer recharge").  Aquifer recharge is a process whereby Snake River water would be diverted into the southern Idaho desert in the hope of partially replacing water removed by ground water irrigation pumping.  The bill would subordinate certain water rights for hydroelectric generation to aquifer recharge.  IPC strongly opposes this bill and believes that the bill would unfairly impact IPC and its customers.

In October 1984, IPC entered into an agreement with the Idaho Governor and the Attorney General of the State to resolve litigation relating to IPC's water rights at the Swan Falls dam (the "Swan Falls Agreement").  A provision of the Swan Falls Agreement established minimum water flows and provided that water above this minimum would be subordinate to subsequent beneficial upstream uses, upon approval of such uses by the State.  "Beneficial use" is a term of art and, at that time, did not include aquifer recharge.  In 1994, the Idaho legislature adopted legislation that provided aquifer recharge was a beneficial use, but water rights for recharge were secondary to all prior perfected water rights, including water rights for power purposes that were the subject of the Swan Falls Agreement.  The effect of that 1994 legislation was to recognize that IPC's hydropower water rights on the Snake River were senior to subsequent water rights issued for aquifer recharge.

If the bill were to become law, IPC's hydroelectric generation could be reduced and IPC would have to rely on more expensive generation or purchased power to meet its customers' needs.  This would result in higher costs to IPC's customers.  The bill also may affect IPC's reliability in meeting its electrical energy demands.  IPC is unable to predict the outcome of this matter.

A copy of the press release relating to this matter is attached as Exhibit 99.2 hereto.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS

 

(c)

 

Exhibits.

 

Number

 

Description

10.1

 

IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan, Performance Share Award Agreement (performance with two goals)

10.2

 

IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan Performance Share Awards (performance with two goals) to NEOs Chart

99.1

 

Press Release dated March 16, 2006

99.2

 

Press Release dated March 14, 2006.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

Dated:  March 17, 2006

IDACORP, Inc.

 

By:   /s/ Darrel T. Anderson
Darrel T. Anderson
Senior Vice President -
Administrative Services
and Chief Financial Officer

 

 

Idaho Power Company

 

By:   /s/ Darrel T. Anderson
Darrel T. Anderson
Senior Vice President -
Administrative Services
and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INDEX TO EXHIBITS

Number

 

Description

10.1

 

IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan, Performance Share Award Agreement (performance with two goals)

10.2

 

IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan Performance Share Awards (performance with two goals) to NEOs Chart

99.1

 

Press Release dated March 16, 2006

99.2

 

Press Release dated March 14, 2006

 

EX-10 2 ex10-11.htm Exhibit 10

Exhibit 10.1

IDACORP, Inc.

2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN

PERFORMANCE SHARE AWARD AGREEMENT
(Performance with two goals)

[Date]

 

[Name]
[City]

 

In accordance with the terms of the IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan (the "Plan"), pursuant to action of the Compensation Committee (the "Committee") of the Board of Directors, IDACORP, Inc. (the "Company") hereby grants to you (the "Participant"), subject to the terms and conditions set forth in this Performance Share Award Agreement (including Annex A and Annex B hereto and all documents incorporated herein by reference), an award of shares of Company common stock that are subject to the attainment of performance target levels ("Performance Shares") and an opportunity to earn additional Performance Shares of Company common stock if performance exceeds target levels, as set forth below:

Date of Grant:

 

Number of Performance Shares (the "Target Award"):

 

Maximum Number of Additional Performance Shares:

 

Performance Period:

 

Performance Goal:

(i) Cumulative earnings per share ("CEPS") for the Performance Period, as reported on the Company's audited financial statements, weighted 50% and (ii) IDACORP total shareholder return ("TSR") relative to the Peer Group listed in Annex B for the Performance Period, weighted 50%

Vesting Date:

Vesting of the Performance Shares subject to the Target Award (if at all) shall occur as soon as administratively practicable in the calendar year following the Performance Period to the extent the Performance Goals are met

Dividends:

Dividends are accrued throughout the Performance Period and paid as soon as administratively practicable following the Performance Period with respect to Performance Shares subject to the Target Award that vest and any additional  Performance Shares that are earned and distributed

 

THESE PERFORMANCE SHARES ARE SUBJECT TO FORFEITURE AS PROVIDED IN ANNEX A AND THE PLAN.

Further terms and conditions of the Award are set forth in Annex A and Annex B hereto, which are an integral part of this Performance Share Award Agreement.

All terms, provisions and conditions applicable to the Award set forth in the Plan and not set forth herein are hereby incorporated by reference herein.  To the extent any provision hereof is inconsistent with the Plan, the Plan will govern.  The Participant hereby acknowledges receipt of a copy of this Performance Share Award Agreement including Annex A and Annex B hereto and a copy of the Plan and agrees to be bound by all the terms and provisions hereof and thereof.

IDACORP, Inc.

 

By:______________________________

 

Agreed:

_________________________________

Attachments:  Annex A
Annex B

 


ANNEX A

TO

IDACORP, Inc.

2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN

PERFORMANCE SHARE AWARD AGREEMENT
(Performance with two goals)

            It is understood and agreed that the Award of Performance Shares evidenced by the Performance Share Award Agreement to which this is annexed is subject to the following additional terms and conditions:

            1.         Nature of Award.  The Award represents the opportunity to receive shares of Company common stock ("Shares") and cash dividends on those Shares.  The Award consists of Shares registered in your name as of the Date of Grant, but subject to performance-based vesting conditions ("Performance Shares").  Furthermore, if the combined performance results exceed target levels, additional Performance Shares are earned and distributed in proportion to this excess as determined pursuant to Section 2 hereof.  The amount of dividends paid on Performance Shares shall be determined pursuant to Section 4 hereof.

2.                  Performance Goals and Determination of Number of Performance Shares Earned.

 

The number of Performance Shares earned, if any, for the Performance Period shall be determined in accordance with the following formula:

# of Shares = Combined Payout Percentage X Target Award

If the Combined Payout Percentage is not greater than 100%, the "# of Shares" earned relates to the number of Performance Shares subject to the Target Award that vest.  To illustrate, with a Target Award of 100 Performance Shares, a 90% Combined Payout Percentage would result in 90% of the Target Award vesting (90 Performance Shares).  If the Combined Payout Percentage is greater than 100%, all Performance Shares subject to the Target Award vest and additional Performance Shares equal to the "# of Shares" in excess of the Target Award are earned and distributed.  To illustrate, with a Target Award of 100 Performance Shares, a 140% Combined Payout Percentage would result in 100% of the Performance Shares subject to the Target Award vesting and 40 additional Performance Shares earned and distributed.  All Performance Shares that do not vest shall be forfeited.

The "Combined Payout Percentage" is based on (i) the Company's cumulative earnings per share ("CEPS") for the Performance Period as set forth in the table below, weighted 50% and (ii) the Company's total shareholder return ("TSR") relative to that of the Peer Group listed on Annex B (the "Percentile Rank") for the Performance Period, determined in accordance with the table set forth below, weighted 50%:

CEPS Table and Method of Calculation:

CEPS for
Performance Period

Payout Percentage
(% of Target Award)

$___ ("maximum") or higher

150%

$___ ("target")

100%

$___ ("threshold")

50%

Less than $___

0%

Performance results between threshold and target, and target and maximum, will be interpolated.

TSR Table and Method of Calculation:

Percentile Rank

 

Payout Percentage
(% of Target Award)

75th ("maximum") or higher

150%

55th ("target")

100%

40th

50%

Less than 40th

0%

Performance results between threshold and target, and target and maximum, will be interpolated.

The Percentile Rank of a given company's TSR is defined as the percentage of the Peer Group companies' returns falling at or below the given company's TSR.  The formula for calculating the Percentile Rank follows:

Percentile Rank = (n - r + 1)/n x 100

Where:

n =       total number of companies in the Peer Group, excluding the Company

r =        the numeric rank of the Company's TSR relative to the Peer Group, where the highest return in the group is ranked number 1.

To illustrate, if the Company's TSR is the third highest in the Peer Group comprised of 29 companies, its Percentile Rank would be 93, which would result in a TSR Payout Percentage (weighted 50%) of 150%.  The calculation is: (29 - 3 + 1)/29 x 100 = 93.

The Percentile Rank shall be rounded to the nearest whole percentage, with (.5) rounded up.

If the common stock of a company in the Peer Group ceases to be traded during the Performance Period, the company will be deleted from the Peer Group.  Percentile Rank shall be calculated without regard to the return of the deleted company.

Total shareholder return is the percentage change in the value of an investment in the common stock of a company from the initial investment made on the last trading day in the calendar year preceding the beginning of the Performance Period through the last trading day in the final year of the Performance Period.  It is assumed that dividends are reinvested in additional shares of common stock at the frequency paid.

The Combined Payout Percentage is determined by dividing the sum of the CEPS and TSR Payout Percentages by 2.  The total number of Shares earned shall be rounded to the nearest whole number of Shares, with (.5) rounded up.

            3.         Vesting of Performance Shares and Issuance of Performance Shares.  Subject to Section 2 and Section 8 hereof and Article 14 of the Plan, vesting of Performance Shares subject to the Target Award shall occur (if at all) as soon as administratively practicable in the calendar year following the Performance Period to the extent the Performance Goals are met.  Subject to any restrictions on issuance of Performance Shares under the Plan, and subject to Section 8 hereof and Article 14 of the Plan, the issuance of additional Performance Shares earned (if any) pursuant to Section 2 hereof shall occur as soon as administratively practicable in the calendar year following the Performance Period.

            4.         Dividends.  The Participant shall be entitled to cash dividends accrued during the Performance Period with respect to Performance Shares subject to the Target Award that vest and any additional Performance Shares that are earned and distributed pursuant to Section 2 hereof.  Any such dividends shall be paid in cash to the Participant as soon as administratively practicable following the Performance Period.

            5.         Forfeiture and Transfer Restrictions.

A.        Forfeiture Restrictions.  Except as provided otherwise in Section 6 hereof, if the Participant's employment is terminated during the Performance Period, Performance Shares shall be forfeited as of the date of termination.

B.         Transfer Restrictions.  Performance Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated during the Performance Period.

            6.         Termination of Employment. If the Participant's employment is terminated during the Performance Period (i) due to the Participant's death or Disability or (ii) due to the Participant's Retirement, the number of Performance Shares subject to the Target Award that vest (if any) and the number of  additional Performance Shares earned (if any) shall be determined in accordance with the provisions of Section 2 hereof as if the Participant had remained employed through the Performance Period, but shall be reduced by multiplying the number of Performance Shares subject to the Target Award that would otherwise be vested and the total number of Performance Shares that would otherwise be earned times a fraction, the numerator of which is the total number of months (with any partial month treated as a whole month) remaining in the Performance Period as of the date of such termination of employment and the denominator of which is the total number of whole months in the Performance Period.  Any such vesting of Performance Shares subject to the Target Award and any issuance of Performance Shares earned shall occur in accordance with Section 3 hereof.

7.         Voting Rights and Custody. The Participant shall be entitled to vote Performance Shares subject to the Target Award during the Performance Period; provided, however, that in no event shall the Participant vote any such Performance Shares on or after the date of forfeiture.  Performance Shares subject to the Target Award shall be registered in the name of the Participant and held in the Company's custody during the Performance Period.  The Participant shall not be entitled to vote the Performance Shares in excess of the Target Award unless and until such Performance Shares are earned and distributed.

            8.         Tax Withholding. The Company may make such provisions as are necessary for the withholding of all applicable taxes on all Performance Shares vested and earned under this Award, in accordance with Article 16 of the Plan.  With respect to the minimum statutory tax withholding required with respect to such Performance Shares, the Participant may elect to satisfy such withholding requirement by having the Company withhold Performance Shares from this Award.

9.         Ratification of Actions.  By accepting this Award or other benefit under the Plan, the Participant and each person claiming under or through him shall be conclusively deemed to have indicated the Participant's acceptance and ratification of, and consent to, any action taken under the Plan or the Award by IDACORP, Inc.

            10.       Notices.  Any notice hereunder to IDACORP, Inc. shall be addressed to its office at 1221 West Idaho Street, Boise, Idaho 83702; Attention: Corporate Secretary, and any notice hereunder to the Participant shall be addressed to him at the address specified on the Performance Share Award Agreement, subject to the right of either party to designate at any time hereafter in writing some other address.

11.       Definitions.  Capitalized terms not otherwise defined herein shall have the meanings given them in the Plan.

12.       Governing Law and Severability.  To the extent not preempted by Federal law, the Performance Share Award Agreement will be governed by and construed in accordance with the laws of the State of Idaho, without regard to conflicts of law provisions.  In the event any provision of the Performance Share Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Performance Share Award Agreement, and the Performance Share Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.


ANNEX B

 

TO

 

IDACORP, INC.

 

2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN

 

PERFORMANCE SHARE AWARD AGREEMENT
(Performance with two goals)

 

 

PEER GROUP COMPANIES

 

AGL Resources

Allete

Alliant Energy

Aquila

Black Hills Corp.

CLECO Corp

DPL, Inc.

DQE Inc.

Energy East

Equitable Resources, Inc.

Great Plains Energy

Hawaiian Electric Industries Inc

MDU Resources

National Fuel Gas Company

Northeast Utilities

NSTAR

OGE Energy

Oneok Inc

Pepco Holdings, Inc.

PNM Resources

Puget Energy

Questar Corp.

SCANA Corp

Sierra Pacific Resources

Vectren Corp

Westar Energy Inc

Washington Gas Light

Wisconsin Energy Corp.

WPS Resources

 

EX-10 3 ex10-21.htm Exhibit 10

Exhibit 10.2

 

IDACORP, Inc.

2000 Long-Term Incentive and Compensation Plan

Performance Share Awards (performance with two goals) to NEOs Chart

 

Name

Title

Threshold
(Shares)

Target
(Shares)

Maximum
(Shares)

Jan B. Packwood

President and Chief Executive Officer, IDACORP

9,463

18,926

28,389

J. LaMont Keen

Executive Vice President, IDACORP and President and Chief Executive Officer, Idaho Power

4,973

9,946

14,919

Darrel T. Anderson

Senior Vice President - Administrative Services and Chief Financial Officer, IDACORP and Idaho Power

1,812

3,624

5,436

James C. Miller

Senior Vice President - Power Supply, Idaho Power

1,812

3,624

5,436

Thomas R. Saldin

Senior Vice President, General Counsel and Secretary, IDACORP and Idaho Power

1,715

3,430

5,145

 

EX-99 4 ex99-11.htm

Exhibit 99.1

IDAHO POWER
AN IDACORP COMPANY

1221 W. Idaho Street
Boise, ID   83702

March 16, 2006

FOR IMMEDIATE RELEASE

 

Lawrence F. Spencer, Director of Investor Relations
Phone:  (208) 388-2664
lspencer@idahopower.com

 

CEO Jan Packwood to Retire July 1, IDACORP Board Names
LaMont Keen Successor

BOISE - The IDACORP Inc. (NYSE:IDA) board of directors has announced the planned retirement of President and Chief Executive Officer Jan B. Packwood effective July 1, 2006.  He will be succeeded by Executive Vice President J. LaMont Keen, who also is president and CEO of Idaho Power Co., IDACORP's core electric utility business.

Packwood, 62, has served in his current role since June 1999.  He also served as president and CEO of Idaho Power until November 2005 when Keen assumed those responsibilities.  Packwood, whose career with IDACORP and Idaho Power spans 36 years, has been re-nominated to serve another term on the IDACORP and Idaho Power boards of directors and, if re-elected, will continue serving on those boards.

"We are thankful for, and fortunate to have had, more than three decades of Jan's dedicated service and we are pleased that his involvement will continue at the board level," said Jon H. Miller, chairman of the IDACORP board of directors.  "Jan's term of leadership has been filled with accomplishment as he guided our company through a period of great and sometimes turbulent change in the energy industry.  I am pleased and confident that LaMont Keen's 31 years of experience with Idaho Power and his broad and deep executive level involvement at IDACORP give us the right person to take the helm as we meet the new challenges ahead."

Keen, 53, has served as an officer of Idaho Power and/or IDACORP since 1988. Past executive positions include chief operating officer, chief financial officer, controller, and senior vice president of Administrative Services for Idaho Power when he held responsibility for all administrative areas of the company.  He also has served at either a director or officer level for each of IDACORP's diversified businesses.  Keen is a 1974 graduate of Albertson College and completed the Harvard Graduate School Advanced Management Program in 1994.  In addition to serving on the IDACORP and Idaho Power boards of directors, Keen also serves on the boards of IDACORP Technologies, Inc. and Idaho Energy Resources Co., both of which are subsidiaries of IDACORP.  Keen also is a board member for the Western Energy Institute, and the Idaho Association of Commerce and Industry, for which he is also chairman.

"With both a great sense of pride and humility I accept this tremendous opportunity given me by the board of directors," said Keen.  "Pride in being not only a part of this great company, but in having the opportunity to lead it.  Humility in knowing our future success will not come from any individual but from our collective efforts.  I look forward to working closely with members of the board as we chart our course through these times rife with challenge and change.  With the support and skills of our talented leadership team and workforce, I am confident that we will continue to build upon this company's rich heritage and strong foundation to fulfill our responsibilities to customers, shareowners and employees."

Packwood's career at Idaho Power began in 1970.  He rose steadily through the management ranks in the utility's engineering, construction, and operational areas.  He became an officer of the company in 1989 and his assignments include stints as vice president, executive vice president, president, chief operating officer and chief executive officer of Idaho Power.

"It has been a privilege and an honor to lead the extraordinary employees of Idaho Power and IDACORP for the past seven years," said Packwood.  "Together we have dealt successfully with dramatic growth, six consecutive years of drought, and industry turmoil to continue to provide our customers with affordable and reliable electricity.  Idaho Power will celebrate its 90th anniversary this year and I consider myself very fortunate to have spent my entire professional career here, and I am excited that our executive team will be carrying on that tradition under LaMont's able leadership.  I'm blessed to be surrounded in Boise by my extended family and am eagerly looking forward to the next chapter in life when there is finally time for all those things that have been on hold for so long."  Packwood and his wife Sheryl plan to remain in Boise where their adult children and grandchildren also reside.

EX-99 5 ex99-21.htm November 17, 2005

Exhibit 99.2

IDAHO

POWER

An IDACORP Company

 

 

March 14, 2006

FOR IMMEDIATE RELEASE
Dennis Lopez, Corporate Communications
208-388-2464
dlopez@idahopower.com

Idaho Power Opposes Recharge Legislation;
Bill Would Unfairly Burden Company's Customers

BOISE - Idaho Power today announced its strong opposition to a bill introduced in the Idaho House of Representatives that would repeal certain sections of Idaho law that protect the public benefits of low-cost hydroelectric generation.

            "House Bill 800 is an effort to repeal an important and universally adopted piece of public policy.  If passed it will unfairly impact Idaho Power and our customers," said company President and Chief Executive Officer LaMont Keen.  "While others may try to confuse this issue, one fact is clear and undisputed; Idaho Power did not deplete the Snake River aquifer.  Decades of ground water pumping and other uses have taken more water from the aquifer than nature has been able to replace.  Idaho Power and our customers should not bear the financial burden of recharging the aquifer."  Aquifer recharge is an unproven process whereby Snake River water would be diverted into the southern Idaho desert in the hope of partially replacing water removed by ground water irrigation pumping.

            The proposed legislation would amend Idaho law to subordinate water rights for hydroelectric generation, or make them secondary to, aquifer recharge. The original law were passed unanimously by the 1994 Idaho Legislature and signed by then-Governor Cecil Andrus.

"Because Idaho Power primarily relies on hydroelectric generation to meet its customers' electric energy needs, reducing Snake River flows will impact both the cost and reliability of the energy we supply," Keen added.   "Simply put - reduced hydroelectric generation will drive up the cost of energy production and ultimately costs to customers."

Keen also noted that Idaho Power plans its resource additions to meet customer loads based on the availability of the hydroelectric generation House Bill 800 now threatens. He said this has serious implications for the growing southern Idaho economy and Idaho Power's ability to reliably meet electrical energy demands.

"Neither Idaho Power nor our customers should be made the political scapegoat for the aquifer's depleted condition," he added.

 

 

 

 

Idaho Power - page 2

"Policy questions of this magnitude should not be hurriedly considered during the final days of a legislative session," Keen said.  "They can only be fairly and appropriately addressed following a thorough analysis of all the consequences, intended and otherwise.  In addition to power generation impacts, House Bill 800 has potential environmental affects on ground and river water quality, salmon and steelhead, native fish and snails, and recreation that should be fully explored.  Realistically, no meaningful amount of aquifer recharge can be accomplished in 2006 so there is no need to rush this legislation through."

Keen also noted that Idaho Power is sympathetic to the needs of ground water irrigators, many of whom are customers.  In fact Idaho Power has been working with Idaho Governor Dirk Kempthorne's office and other senior surface water users to implement a pilot aquifer recharge program in 2006 to test the concept while keeping Idaho Power and its customers financially whole.

COMPANY BACKGROUND

Idaho Power, a regulated subsidiary of IDACORP Inc. (NYSE:IDA) is an investor-owned utility that serves a 24,000-square-mile service area. An all-electric utility, Idaho Power serves more than 455,000 residential, irrigation, commercial and industrial customers in southwestern Idaho and eastern Oregon.

Idaho Power generates nearly two-thirds of the electricity it sells from 17 hydroelectric developments on the Snake River and its tributaries.

The company also serves a portion of its electrical load from three coal-fired power plants in Wyoming, Nevada, and Oregon and from the natural gas-fired Evander Andrews Power Complex in Mountain Home, Idaho.  The company also buys electricity from the regional wholesale market to meet its customers' needs for electricity.

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