Exhibit 10(e)
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.
"Committee" means a committee whose members meet the
requirements of Section IV(A) hereof, and who are appointed
from time to time by the Board to administer the Plan.
"Common Stock" means the common stock, without par value,
of the Company.
"Company" means IDACORP, Inc., an Idaho corporation, and
any successor corporation.
"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.
"Plan Year" means the period commencing on June 1 and ending
the next following May 30.
"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 that is a "subsidiary
corporation" of the Company, as that term is defined in
Section 424(f) of the Internal Revenue Code of 1986, as
amended.
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 10,500 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
A. The Plan will be administered by a committee appointed
by the Board, consisting of two or more persons.
Members of the Committee need not be members of the
Board. The Company shall pay all costs of administration
of the Plan.
B. 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 and the
Participants.
V. Determination of Annual Retainer and Stock Payments
A. The Board shall determine the Annual Retainer payable
to all Non-Employee Directors of the Company.
B. Each director who is a Non-Employee Director
immediately following the date of the Company's Annual
Meeting of Shareholders shall receive as a portion of
the Annual Retainer, payable to such director on June
1, or on the first business day thereafter, a Stock
Payment of $6,000 in value of Common Stock. The number
of shares granted shall be determined based on (i) for
treasury stock, the closing price of the Common Stock
on the consolidated transaction reporting system on the
business day immediately preceding the date of payment,
and (ii) for open market purchases, the actual price
paid to purchase the shares. A certificate evidencing
the shares of Common Stock constituting the Stock
Payment shall be registered in the name of the
Participant and issued to each Participant. The cash
portion of the Annual Retainer shall be paid to Non-
Employee Directors at such times and in such manner as
may be determined by the Board of Directors.
C. No Non-Employee Director shall be required to forfeit
or otherwise return any shares of Common Stock issued
as a Stock Payment pursuant to the Plan notwithstanding
any change in status of such Non-Employee Director
which renders him ineligible to continue as a
Participant in the Plan. Any person who is a Non-
Employee Director immediately following the Company's
Annual Meeting of Shareholders shall be entitled to
receive a Stock Payment as a portion of the applicable
Annual Retainer.
VI. Adjustment For Changes in Capitalization
If the outstanding shares of Common Stock of the Company are
increased, decreased or exchanged for a different number or
kind of shares or other securities, or if additional shares
or new or different shares or other securities are
distributed with respect to such shares of Common Stock or
other securities, through merger, consolidation, sale of all
or substantially all of the property of the Company,
reorganization or recapitalization, reclassification, stock
dividend, stock split, reverse stock split, combinations of
shares, rights offering, distribution of assets or other
distribution with respect to such shares of Common Stock or
other securities or other change in the corporate structure
or shares of Common Stock, the maximum number of shares
and/or the kind of shares that may be issued under the Plan
shall be appropriately adjusted by the Committee. Any
determination by the Committee as to any such adjustment
will be final, binding and conclusive. The maximum number
of shares issuable under the Plan as a result of any such
adjustment shall be rounded down to the nearest whole share.
VII. Amendment and Termination of Plan
The Board will have the power, in its discretion, to amend,
suspend or terminate the Plan at any time.
VIII. Effective Date and Duration of the Plan
The Plan will become effective upon the Effective Date and
shall remain in effect, subject to the right of the Board of
Directors to terminate the Plan at any time pursuant to
Section VIII, until all shares subject to the Plan have been
purchased or acquired according to the Plan's provisions.
IX. Miscellaneous Provisions
A. Continuation of Directors in Same Status
Nothing in the Plan or any action taken pursuant to the
Plan shall be construed as creating or constituting
evidence of any agreement or understanding, express or
implied, that the Company will retain a Non-Employee
Director as a director or in any other capacity for any
period of time or at a particular retainer or other
rate of compensation, as conferring upon any
Participant any legal or other right to continue as a
director or in any other capacity, or as limiting,
interfering with or otherwise affecting the right of
the Company to terminate a Participant in his capacity
as a director or otherwise at any time for any reason,
with or without cause, and without regard to the effect
that such termination might have upon him as a
Participant under the Plan.
B. Compliance with Government Regulations
Neither the Plan nor the Company shall be obligated to
issue any shares of Common Stock pursuant to the Plan
at any time unless and until all applicable
requirements imposed by any federal and state
securities and other laws, rules and regulations, by
any regulatory agencies or by any stock exchanges upon
which the Common Stock may be listed have been fully
met. As a condition precedent to any issuance of
shares of Common Stock and delivery of certificates
evidencing such shares pursuant to the Plan, the Board
or the Committee may require a Participant to take any
such action and to make any such covenants, agreements
and representations as the Board or the Committee, as
the case may be, in its discretion deems necessary or
advisable to ensure compliance with such requirements.
The Company shall in no event be obligated to register
the shares of Common Stock deliverable under the Plan
pursuant to the Securities Act of 1933, as amended, or
to qualify or register such shares under any securities
laws of any state upon their issuance under the Plan or
at any time thereafter, or to take any other action in
order to cause the issuance and delivery of such shares
under the Plan or any subsequent offer, sale or other
transfer of such shares to comply with any such law,
regulation or requirement. Participants are
responsible for complying with all applicable federal
and state securities and other laws, rules and
regulations in connection with any offer, sale or other
transfer of the shares of Common Stock issued under the
Plan or any interest therein including, without
limitation, compliance with the registration
requirements of the Securities Act of 1933, as amended
(unless an exemption therefrom is available), or with
the provisions of Rule 144 promulgated thereunder, if
applicable, or any successor provisions. Certificates
for shares of Common Stock may be legended as the
Committee shall deem appropriate.
C. Nontransferability of Rights
No Participant shall have the right to assign the right
to receive any Stock Payment or any other right or
interest under the Plan, contingent or otherwise, or to
cause or permit any encumbrance, pledge or charge of
any nature to be imposed on any such Stock Payment
(prior to the issuance of stock certificates evidencing
such Stock Payment) or any such right or interest.
D. Severability
In the event that any provision of the Plan is held
invalid, void or unenforceable, the same shall not
affect, in any respect whatsoever, the validity of any
other provision of the Plan.
E. Governing Law
To the extent not preempted by Federal law, the Plan
shall be governed by the laws of the State of Idaho,
without regard to the conflict of law provisions of any
state.