Exhibit 10(y)
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement"),
including the attached Schedules A and B, made as of the _20th
day of __November __, 1996, is entered into between IDAHO POWER
COMPANY, an Idaho corporation whose principal place of business
is located at Boise, Idaho (the "Company") and RICHARD RIAZZI, an
individual currently residing at 301 Wilcrest Dr., Apt. 7702,
Houston, Texas (the "Executive").
WHEREAS, the Company desires to employ the Executive
pursuant to the terms and conditions and for the consideration
set forth in this Agreement, and the Executive desires to accept
employment with the Company, pursuant to the terms and conditions
and for such consideration hereinafter set forth;
NOW, THEREFORE, in consideration of mutual covenants
and agreements hereinafter set forth, the Company and the
Executive hereby agree as follows:
1. EMPLOYMENT
a. Subject to satisfactory completion of pre-
employment drug testing and background verification, the Company
hereby agrees to employ the Executive, and the Executive hereby
agrees to serve the Company, on the terms and conditions set
forth herein.
b. The employment of the Executive by the
Company shall be for the period commencing on January 1, 1997 and
continuing until December 31, 1999 (the "Term") unless sooner
terminated as provided in Section 4. Following the completion of
the Term, this Agreement will be extended on a year to year basis
unless the parties mutually agree to terminate upon not less than
thirty days notice prior to the end of a contract year or the
Agreement is sooner terminated as provided in Section 4.
2. POSITION AND DUTIES
a. The Executive shall serve as Vice President
of Marketing and Sales for the Company and shall, subject to the
authority and direction of the Company, including, without
limitation, the Chief Executive Officer, the President and the
Executive Vice President of the Company, have general supervision
over, and responsibility for, the management, operation,
organization, staffing, and regulation of the Company's Marketing
and Sales Department including the development and implementation
of an appropriate salary and incentive structure, and shall have
such other powers, duties and responsibilities related to
marketing and sales as may from time to time be prescribed by the
Company; provided that such other duties and responsibilities are
consistent with the Executive's status and position. The
Executive shall perform and discharge, faithfully, diligently and
to the best of his ability, such duties and responsibilities.
The Executive shall devote substantially all his working time and
efforts to his duties hereunder. The Executive may be required
in pursuance of the Executive's duties hereunder to perform
services for any company controlled by or under common control
with the Company (such companies hereinafter collectively called
"Affiliates") and to accept such offices in any Affiliates as the
Board of Directors may require. The Executive shall adhere to
all policies and working rules of the Company and applicable
policies of its Affiliates.
b. The Executive acknowledges and agrees that
the Executive owes a fiduciary duty of loyalty, fidelity and
allegiance to and shall act at all times in the best interests of
the Company and to do no act which would injure the Company's
business, its interests, or its reputation. It is agreed that any
direct or indirect interest in, connection with or benefit from
any outside activities, particularly commercial activities, which
interest might in any way adversely affect the Company, or any of
its Affiliates, involves a possible conflict of interest. In
keeping with the Executive's fiduciary duties to the Company, the
Executive agrees that the Executive shall not knowingly become
involved in a conflict of interest with the Company, or its
Affiliates, and upon discovery of any conflict, shall not allow
such a conflict to continue. Moreover, the Executive agrees that
the Executive shall disclose to the Company's General Counsel any
facts which might involve such a conflict of interest. The
Company and the Executive recognize that it is impossible to
provide an exhaustive list of actions or interests which
constitute a "conflict of interest." Moreover, the Company and
the Executive recognize there are many borderline situations. In
some instances, full disclosure of facts by the Executive to the
Company's General Counsel may be all that is necessary to enable
the Company or its Affiliates to protect their interests. In
others, if no improper motivation appears to exist and the
interests of the Company, or its Affiliates have not suffered,
prompt elimination of the outside interest will suffice. In
still others, it may be necessary for the Company to terminate
the employment relationship with the Executive. The Company and
the Executive agree that the Company's determination as to
whether a conflict of interest exists shall be conclusive. The
Company reserves the right to take such action as, in its
judgment, will end the conflict of interest.
3. COMPENSATION AND BENEFITS
a. During the term of this Agreement, unless
sooner terminated, the Company shall pay the Executive a salary
at an annual rate of One Hundred Ninety-One Thousand Dollars and
no cents ($191,000.00) which shall be payable in accordance with
the Company's then prevailing payroll practice, or such greater
amount as the Company may from time to time determine.
b. The Executive shall be entitled to
participate in the Company's Security Plan for Senior Managers in
accordance with its terms.
c. The Executive shall be entitled to
participate in the Company's Employee Incentive Compensation
Plan, and 1994 Restricted Stock Plan and any successor Plans
thereto, in accordance with the terms thereof.
d. The Executive shall be entitled to such
expense accounts, employee benefits, and insurance coverage as
the Company generally provides to its employees.
e. The Executive shall be entitled to those
special compensation and conditions, including expansion of
existing benefits the Company generally provides to employees as
set forth in Schedule A attached hereto.
4. TERMINATION
Unless terminated in accordance with the following
provisions of this paragraph 4, the Company shall continue to
employ the Executive and the Executive shall continue to work for
the Company, during the term of this Agreement.
a. This Agreement shall terminate automatically
upon the death of the Executive. Any right or benefit accrued on
behalf of the Executive or to which the Executive became entitled
under the terms of this Agreement prior to death, and any
obligation of the Company to the Executive in respect of any such
right or benefit, shall not be extinguished by reason of the
Executive's death. Any salary and bonus incentives earned and
unpaid as of the date of the Executive's death shall be paid to
the Executive's estate.
b. Upon the Executive's "Disability" as defined
in the Company's Short-Term and Long-Term Disability Plans, the
payment of benefits under said disability plans shall satisfy the
Company's obligations under paragraph 3a hereof for the remaining
term of the Agreement. Executive shall not be entitled to any
individual bonuses or individual incentive compensation not yet
earned by Executive at the date of such disability.
c. The Company may terminate the Executive's
employment at any time for "Cause"; Cause shall mean (i) a
material default or other material breach by the Executive of his
obligations under this Agreement, (ii) failure by the Executive
diligently and competently to perform the Executive's duties
under this Agreement, or as prescribed by the Company, (iii)
misconduct, dishonesty, insubordination, (iv) any act by the
Executive detrimental to the good will of the Company or damaging
to the Company's relationships with its customers, suppliers or
employees, (v) the Executive's final conviction of a felony or of
a misdemeanor involving moral turpitude, or (vi) the Executive's
involvement in a conflict of interest as referenced in paragraph
2(b) for which the Company makes a determination to terminate the
Executive's employment. It is expressly acknowledged and agreed
that the decision as to whether "cause" exists for termination of
the employment relationship by the Company is the responsibility
of the Chief Executive Officer of the Company. If the Executive
disagrees with the decision reached by the Company, the dispute
will be limited to whether the Chief Executive Officer of the
Company reached the decision regarding "cause" in good faith.
d. If the Executive's employment hereunder shall
be terminated by the Company for Cause prior to expiration of the
Term, all future compensation including bonuses or incentives to
which the Executive is entitled and all future benefits for which
the Executive is eligible shall cease and terminate as of the
date of termination. The Executive shall be entitled to pro rata
salary and earned bonus incentives through the date of such
termination, but the Executive shall not be entitled to any
individual bonuses or individual incentive compensation not yet
earned at the date of such termination.
e. If any of the following events, any of which
shall constitute "Good Reason", occurs within twenty-four full
calendar months after a Change in Control (as that term is
defined in Schedule B hereto), the Executive may voluntarily
terminate the Executive's employment for Good Reason within 90
days after the occurrence of such event and be entitled to the
severance benefits set forth in subparagraph f. below.
(i) the Company assigns any duties to the
Executive which are materially inconsistent with the executive's
position, duties, offices, responsibilities or reporting
requirements immediately prior to a Change in Control; or
(ii) the Company reduces the Executive's base
salary as in effect immediately prior to a Change in Control; or
(iii) The Company discontinues any bonus
or other compensation plan or any other benefit, stock ownership
plan, restructured stock plan, stock option plan, life insurance
plan, health plan, disability plan or similar plan (as the same
existed immediately prior to the Change in Control) in which the
Executive participated or was eligible to participate in
immediately prior to the Change in Control and in lieu thereof
does not make available plans providing at least comparable
benefits; or
(iv) the Company takes action which adversely
affects the Executive's participation in, or eligibility for, or
materially reduces the Executive's benefits under, any of the
plans described in (iii) above, or deprives the Executive of any
material fringe benefit enjoyed by the Executive immediately
prior to the Change in Control, or fails to provide the Executive
with the number of paid vacation days to which the Executive was
entitled in accordance with normal vacation policy immediately
prior to the Change in Control; or
(v) the Company requires the Executive to be
based at any office or location other than one within a 50-mile
radius of the office or location at which the Executive was based
immediately prior to the Change in Control; or
(vi) the Company purports to terminate the
Executive's employment otherwise than as expressly permitted by
this Agreement; or
(vii) the Company fails to comply with
and satisfy paragraph 5 hereof, provided that such successor has
received prior written notice from the Company or from the
Executive of the requirements of paragraph 5 hereof.
The Executive shall have the sole right to
determine, in good faith, whether any of the above events has
occurred.
f. In the event that the Executive's employment
is terminated by the Executive for Good Reason following a Change
in Control as set forth above, the Company shall pay the
Executive a severance benefit, payable in eighteen equal monthly
installments, equal to eighteen months' base salary, plus the
greater of (i) two times the most recent annual bonus or (ii) two
times the average annual bonus for the three prior years. In
addition, the Executive will be entitled to continue
participation in the Company's benefit plans for an eighteen
month period, provided, however, that such benefit continuation
will terminate upon the Executive's coverage under comparable
plans. The payments and benefits continuation provided to the
Executive by the Company pursuant to this subsection will be in
full and complete satisfaction (except as provided in
subparagraph g. below and Schedule A hereto) of any and all
obligations owing to the Executive pursuant to this Agreement.
g. It is the intention of the parties to this
Agreement that no severance benefits hereunder will be paid to
the extent that such benefits (either alone or when aggregated
with other benefits contingent on a Change in Control paid to or
for benefit of the Executive) constitute "excess parachute
payments" within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"). Accordingly,
under the circumstances set forth below, severance benefits
payable under this Agreement shall be subject to the following
ceiling notwithstanding anything in this Agreement to the
contrary: The "aggregate present value" of severance benefits
payable under this Agreement which, together with all other
payments to the Executive or for the Executive's benefit, would
be "parachute payments" if their "aggregate present value"
equaled or exceeded 300% of the Executive's "base amount" shall
in no event exceed 295% of the Executive's "base amount" (within
those terms' meaning under Section 280G of the Code).
h. The determination of any reduction in the
payments under this Agreement or in payments made other than
pursuant to this Agreement, pursuant to the foregoing proviso,
including apportionment among specific payments and benefits,
shall be made by the Executive in good faith, and such
determination shall be conclusive and binding on the Company.
The Company shall make the calculations referred to above within
thirty days following the termination of the Executive's
employment and shall provide such calculations and the basis
therefor to the Executive within such period. In the event the
foregoing limit is exceeded, the Executive shall give notice to
the Company within 20 days of the Executive's receipt of such
calculations and related information of the Executive's
determination of the reduction of benefits.
5. SUCCESSORS; BINDING AGREEMENT
The Company shall require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this Agreement
in the same manner and to the same extent that the Company would
be required to perform. As used in this Agreement, the "Company"
shall mean the Company as hereinbefore defined and any successor
to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or
otherwise.
6. CONFIDENTIAL INFORMATION/NON-COMPETE
Executive desires to be employed by the Company in a
capacity in which he may receive or contribute to "Confidential
Information" (as defined below). Executive acknowledges that, in
return for the covenants agreed to in this paragraph, Executive
has received from the Company that compensation, including
incentives, bonuses, and benefits described in paragraph 3 and
Schedule A of this Agreement.
In consideration of the receipt of such Confidential
Information for use by Executive in his employment by the
Company, and in consideration of the employment and the training
to be received from, as well as the compensation including
incentives, bonuses and benefits described in paragraph 3 and
Schedule A to be received by Executive from the Company or any of
its Affiliates, Executive agrees as follows:
a. For purposes of this Agreement:
"Competing Organization" means persons
or organizations, including Executive,
engaged in, or about to become engaged in,
research or development, production,
distribution, marketing, providing or selling
of a Competing Product or Service.
"Competing Products or Services" means
products, processes or services of any person
or organization other than the Company, in
existence or under development, which are
substantially the same as or which compete
with the products, processes or services
being developed, manufactured or sold by the
Company during the time of Executive's
employment with the Company or about which
Executive acquires Confidential Information
through his work with the Company, including
but not limited to products, processes and
services related to the generation,
transmission or distribution of electric
energy, including, without limitation, the
marketing, sale or brokering of electricity
or natural gas.
"Confidential Information" means any
plan, specification, pattern, procedure,
design, device, list or compilation relating
to the present or planned business of the
Company which has not been released publicly
by authorized representatives of the Company.
Executive understands that Confidential
Information may include, for example,
inventions; marketing and sales plans or
programs; customer and supplier information;
financial data; purchasing and pricing
information; product engineering information;
technological know-how; designs, plans or
specifications regarding products and
materials; manufacturing processes and
techniques; regulatory approval strategies;
computer programs, data, formulae and
compositions; service techniques and
protocols; and new product strategies, plans
and designs. Executive understands further
that Confidential Information also includes
all information received by the Company under
an obligation of confidentiality to a third
party.
"Items" include documents, reports,
drawings, diagrams, summaries, photographs,
designs, specifications, formulae, plans,
samples, models, research and development
information, prototypes, tools, equipment,
proposals, marketing and sales plans,
customer information, customer lists,
regulatory files, financial data, costs,
pricing information, supplier information,
written, printed or graphic matter, or other
information and materials that concern the
Company's business and that come into
Executive's possession or about which
Executive has knowledge by reason of
Executive's employment with the Company.
"Restricted Area" means any state in
which the Company conducted its business or
sold any product or service, as well as any
state with respect to which Executive
provided services to the Company, during the
year preceding the termination of Executive's
employment with the Company. Executive
agrees and recognizes that the geographic
limits of such area may change after the date
of this Agreement, and that such area
includes, but is not limited to, that
geographic area covered by the service
territory of member companies of the Western
Systems Coordinating Council.
b. Executive understands that in the course of and as
a consequence of his employment with the Company and because of
the nature of his responsibilities, Executive will acquire
valuable skills and Confidential Information with respect to the
Company's business. In addition, Executive may develop on behalf
of the Company a personal acquaintance with the Company's
customers and prospective customers, which acquaintance may
constitute the Company's only contact with such customers. As a
consequence thereof, Executive will occupy a position of trust
and confidence with respect to such customers and such
Confidential Information. Executive understands that any
entrusting of Confidential Information and/or customer contacts
or relationships to Executive by the Company is done in reliance
on a confidential relationship arising out of his employment with
the Company, and on his execution of this Agreement. Executive
further understands that Confidential Information and customer
contacts that Executive may acquire or to which Executive may
have access, especially with regard to the identity of suppliers
and customers, methods of manufacture and cost and pricing data,
is of great value to the Company.
c. Each Item and all Confidential Information that
comes into Executive's possession by reason of his employment
are the property of the Company and shall not be used by
Executive in any way except in the course of his employment by,
and for the benefit of, the Company. Executive will not remove
any Items from the Company's premises except as Executive's
duties shall require and as authorized by the Company, and upon
any termination of Executive's employment, all Items (including
all copies) will be turned over immediately to Executive's
supervisor at the Company and Executive shall retain no copies
thereof.
d. Executive will preserve as confidential all
Confidential Information to which Executive has received access
while employed by the Company. Executive will not, without
written authority from the Company, use for the benefit or
purposes of Executive or of any third party, or disclose to
others, either during Executive's employment or thereafter,
except as required by Executive's employment with the Company,
any Confidential Information or any copy or notes made from any
Item embodying Confidential Information.
e. Executive understands and agrees that Executive's
obligations with respect to Confidential Information shall
continue even after termination of Executive's employment with
the Company, and shall terminate with respect to any given piece
of Confidential Information only when and if that piece of
Confidential Information has become generally and publicly known
through no act or fault attributable to Executive or any person
or entity acting on concert with Executive.
f. Executive agrees that Executive will not disclose
to the Company, or use for its benefit any information which is
the confidential information of any other party, disclosed to
Executive prior to his employment with the Company, and declares
that Executive is not bound by any prior agreement which
prohibits Executive's employment by the Company or Executive's
performance of any duty or obligation set forth herein.
g. EXECUTIVE UNDERSTANDS THAT IDAHO POWER COMPANY
WILL SEEK JUDICIAL ENFORCEMENT OF ITS RIGHT TO PROTECT
CONFIDENTIAL INFORMATION AND TRADE SECRETS, AND WILL PURSUE ALL
LEGAL REMEDIES UP TO AND INCLUDING PROHIBITION OF COMPETITIVE
EMPLOYMENT OPPORTUNITIES WHICH WOULD INVOLVE THE DISCLOSURE OR
USE OF THIS INFORMATION. UPON LEAVING IDAHO POWER COMPANY,
EXECUTIVE UNDERSTANDS HIS ABILITY TO ACCEPT EMPLOYMENT WITH
COMPETITIVE COMPANIES WILL BE LIMITED.
(i) In consequence of the consideration
enumerated above, during Executive's
employment with the Company and for a period
of twelve months after the termination
thereof for any reason, Executive agrees
that Executive will not, directly or
indirectly, assist, provide services or
consultation to, enter into, engage in, or
acquire any ownership interest in, or become
employed by or associated with, any Competing
Organization doing business in the Restricted
Area.
(ii) Executive understands that services
rendered to any such Competing Organization
in an executive, managerial, administrative
or consulting capacity in connecting with
Competing Products or Services are in support
of actual competition in geographic areas
other than where the services are performed
and thus may fall within the prohibition of
this Agreement, regardless of where such
services physically are rendered.
(iii) Executive will not, for a period of
twelve months after Executive's termination
from the Company for any reason, solicit or
contact, with a view toward selling any
Competing Product or Service, any person,
firm, association or corporation:
To whom Executive sold any product
or service of the Company;
To whom Executive solicited,
contacted or otherwise dealt with on
behalf of the Company; or
Which Executive knew or had been
given notice was a customer of the
Company during the year preceding
Executive's employment, or regarding
which Executive had access to
Confidential Information during the year
preceding the termination of Executive's
employment.
Executive agrees that Executive will not
directly or indirectly make any such contact
or solicitation, either for Executive's
benefit or for the benefit of any other
person or entity, and Executive will not in
any manner assist any person or entity in
making any such contact or solicitation.
(iv) Nothing herein contained shall prohibit
Executive from owning any portion of the
outstanding stock of any publicly-held
corporation including, without limitation, a
Competing Organization, so long as Executive
does not own more than 2% of the outstanding
stock of such publicly-held corporation.
(v) Executive agrees that the restrictions
set forth in this paragraph 6 are fair and
reasonable and are reasonably required for
the protection of the interests of the
Company. Executive represents and agrees
that observance of the provisions set forth
in this paragraph 6 will not cause Executive
undue hardship nor unreasonably interfere
with Executive's ability to earn a
livelihood.
h. After Executive's employment with the Company is
terminated, Executive agrees not to solicit any employee, officer
or director of the Company to terminate his or her employment or
relationship with the Company or to perform any service for
Executive or for any Competing Organization.
i. All writings and other works which may be
copyrighted (including computer programs) which are related to
the present or planned business of the Company and are prepared
by Executive during employment by Company shall be, to the
extent permitted by law, deemed to be works for hire, with the
copyright automatically vesting in the Company. To the extent
that such writings and works are not works for hire, Executive
agrees to the waiver of "moral rights" in such writings and
works, and to assign to the Company all my right, title and
interest, including copyright in such writings and works.
j. The obligations which Executive has undertaken in
this paragraph 6 shall survive the termination of Executive's
employment by Company.
k. In the event of a breach or a threatened or
intended breach of this paragraph 6 of this Agreement by
Executive, the Company shall be entitled, in addition to the
liquidated damages, and to all other remedies otherwise available
at law or in equity, to injunctions, both preliminary and final,
enjoining and restraining such breach or threatened or intended
breach, and Executive hereby consents to the issuance thereof.
In the event that the Company shall successfully enforce any part
of this Agreement through legal proceedings, Executive agrees to
pay to the Company all costs and attorneys' fees reasonably
incurred by it in that endeavor.
7. ARBITRATION
Any dispute or controversy between the parties relating
to this Agreement (except any dispute relating to paragraph 6
hereof) or relating to or arising out of the Executive's
employment with the Company, shall be settled by binding
arbitration in the City of Boise, State of Idaho, pursuant to the
governing rules of the American Arbitration Association and shall
be subject to the provisions of the Uniform Arbitration Act,
Idaho Code, Sections 7-901, et. seq. Judgment upon the award may
be entered in any court of competent jurisdiction.
Notwithstanding anything herein to the contrary, if any dispute
arises between the parties under paragraph 6 hereof, or if the
Company makes any claim under paragraph 6, the Company shall not
be required to arbitrate such dispute or claim but shall have the
right to institute judicial proceedings in any court of competent
jurisdiction with respect to such dispute or claim. If such
judicial proceedings are instituted, the parties agree that such
proceedings shall not be stayed or delayed pending the outcome of
any arbitration proceedings hereunder.
9. MISCELLANEOUS
a. Any notice or other communication required or
permitted under this Agreement shall be effective only if it is
in writing and delivered personally or sent by certified mail,
postage prepaid, addressed as follows:
If to the Company: Jan B. Packwood
Executive Vice President
Idaho Power Company
P. O. Box 70
Boise, Idaho 83707
If to the Executive: Richard Riazzi
(Address to be provided at a later
date)
or to such other address as either party may designate by notice
to the other, and shall be deemed to have been given upon
receipt.
b. This Agreement constitutes the entire
agreement between the parties hereto with respect to the
Executive's employment by the Company, and supersedes and is in
full substitution for any and all prior understandings or
agreements with respect to the Executive's employment with the
Company.
c. This Agreement may be amended only by an
instrument in writing signed by the parties hereto, and any
provision hereof may be waived only by an instrument in writing
signed by the party or parties against whom or which enforcement
of such waiver is sought. The failure of either party hereto at
any time to require the performance by the other party hereto of
any provision hereof shall in no way affect the full right to
require such performance at any time thereafter, nor shall the
waiver by either party hereto of a breach of any provision hereof
be taken or held to be a waiver of any succeeding breach of such
provision or a waiver of the provision itself or a waiver of any
other provision of this Agreement.
d. This Agreement is binding on and is for the
benefit of the parties hereto and their respective successors,
heirs, executors, administrators and other legal representatives.
Neither this Agreement nor any right or obligation hereunder may
be assigned by the Company (except to an Affiliate) or by the
Executive.
e. If any provision of this Agreement, or
portion thereof, is so broad, in scope or duration, so as to be
unenforceable, such provision or portion thereof shall be
interpreted to be only so broad as is enforceable.
f. This Agreement shall be governed by and
construed in accordance with the laws of the State of Idaho.
g. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all
of which shall constitute one and the same instrument.
h. The Executive represents and warrants that
the Executive is not party to any agreement which would prohibit
the Executive from entering into this Agreement or performing
fully the Executive's obligations hereunder.
i. The obligations of the Executive set forth in
paragraph 6 represent independent covenants by which the
Executive is and will remain bound notwithstanding any breach by
the Company, and shall survive the termination of this Agreement.
IN WITNESS WHEREOF, the Company and the Executive have
executed this Agreement as of the date first written above.
IDAHO POWER COMPANY
By:____/s/ Joseph W. Marshall________
Chairman and Chief Executive Officer
RICHARD RIAZZI
_______/s/ Richard Riazzi__________
Name:___Richard Riazzi____________
SCHEDULE "A" TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN IDAHO POWER COMPANY AND RICHARD RIAZZI
Employee Name: Richard Riazzi
Term: As defined in Paragraph 1.b. of the Agreement
Position: Vice President, Marketing and Sales - Idaho Power
Company
Responsibilities: As defined in Paragraph 2.a of the Agreement
Location: Boise, Idaho
Reporting Relationship: Reports to: Executive Vice President -
Jan Packwood
Annual Base Salary: On Hundred Ninety-One Thousand Dollars per
year.
Special Compensation and Conditions:
1. Annual Incentive - The Company and the Executive will
agree on an Annual Incentive Plan with pre-established
quantitive performance goals produced by the Marketing and
Sales Business Unit from new transactions consummated after
January 1, 1997. The Plan will include target and maximum
performance levels with satisfaction of the target
performance level resulting in an award equal to 35% of
Annual Base Salary and satisfaction of the maximum
performance level resulting in an award of 50% of Annual
Base Salary.
2. Stock Equivalent - Subject to the provisions contained
in the last sentence of this paragraph, the Executive shall
receive on January 1, 1997, phantom stock in an amount equal
to $120,000 divided by the closing price of Idaho Power
common stock on that date, rounded down to the nearest whole
share (Stock Equivalent). Such Stock Equivalents shall be
paid out to the Executive, in cash, on December 31, 1999.
The Executive shall be entitled during such three-year
period to receive dividend equivalents on such Stock
Equivalents, which is the right to be paid an amount equal
to any and all cash dividends declared on an equal number of
outstanding shares of Company common stock (Dividend
Equivalent). Such Dividend Equivalents shall be reinvested
in Stock Equivalents at the same time cash dividends are
paid to Company common shareholders. This allocation,
including the Dividend Equivalents, shall be unfunded, and
the interest of the Executive therein is unsecured and shall
be subject to the general creditors of the Company. The
payment of the Stock Equivalents and the Dividend
Equivalents is subject to the condition that the Executive
be on the date of payment in the employ of the Company,
except that the Executive shall receive payment if his
employment is terminated by reason of death or disability.
3. Relocation - The Company shall pay costs to move
household goods, the cost of buying out Executive's existing
lease obligation (one month's rent), temporary living
expenses for a period not to exceed sixty (60) days, a lump
sum payment in the amount of Fifteen Thousand and No/100
Dollars ($15,000.00) for related relocation expenses, and
the payment of all appropriate closing costs related to the
purchase of a home in the Boise area.
4. Vacations - During the Term of Agreement, the Executive
shall be entitled to four weeks paid vacation in each fiscal
year accrued at the rate of one week per quarter, and shall
also be entitled to all paid holidays given by the Company
to its employees.
SCHEDULE "B" TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN IDAHO POWER COMPANY AND RICHARD RIAZZI
2.2 "Change in Control" of the Company shall be deemed to
have occurred as of the first day that any one or more of the
following conditions shall have been satisfied:
(a) the dissolution or liquidation of the Company;
(b) a reorganization, merger or consolidation of the
Company with one or more unrelated corporations, if
immediately after the consummation of such transaction
less than a majority of the board of directors of the
surviving corporation is comprised of Continuing
Directors. Continuing Director shall mean (i) each
member of the Board of Directors of the Company, while
such person is a member of the Board, who is not the
other party to the transaction, an Affiliate or
Associate (as these terms are defined in the Exchange
Act) of such other party to the transaction, or a
representative of such other party or of any such
Affiliate or Associate, and was a member of the Board
immediately prior to the initial public announcement of
a proposal relating to a reorganization, merger or
consolidation involving such other party, or an
Affiliate or Associate of such other party or (ii) any
person who subsequently becomes a member of the Board,
while such person is a member of the Board, who is not
the other party to the transaction, or an Affiliate or
Associate thereof, or a representative of such other
party to the transaction or of any such Affiliate or
Associate, if such person's nomination for election to
the Board is recommended or approved by two-thirds of
the Continuing Directors then in office;
(c) the sale, exchange, transfer or other disposition
of shares of the common stock of the Company (or shares
of the stock of any person that is a shareholder of the
Company) in one or more transactions, related or
unrelated, to one or more Persons unrelated to the
Company if, as a result of such transactions, any
Person (or any Person and its affiliates) owns more
than twenty percent (20%) of the voting power of the
outstanding common stock of the Company; or
(d) the sale of all or substantially all the assets of
the Company.