Exhibit 10(n)(ii)
IDAHO POWER COMPANY
2001 EXECUTIVE INCENTIVE PLAN
PURPOSE
The purpose of the Idaho Power Company Executive Incentive
Plan (the "Plan") is to reinforce the goals for Idaho Power
Company (the "Company") for profitable growth and
continuation of a sound overall financial condition by
providing incentive compensation opportunities to selected
key employees. The Plan is intended to:
Attract, retain, and motivate key employees.
Relate Compensation to performance and financial
results.
Shift a portion of compensation from fixed to a
variable form.
ADMINISTRATION
The Chief Executive Officer (CEO) of Idaho Power Company has
authority to:
Recommend Plan Participants
Recommend target amounts for Plan Participants
Recommend the Company and Subsidiary annual goals which
will be the basis of Plan awards.
The Board of Directors Compensation Committee (the
"Committee") will review the recommendations of the CEO,
make any alterations deemed appropriate, and then make its
recommendations to the full Board.
The Idaho Power Company Board of directors (the "Board")
will determine and approve annual awards for the CEO and
Officers, and will be informed of and approve targets and
awards for the other Plan Participants.
All actions, determinations, and decisions made by the Board
will be final, conclusive, and binding upon all parties
concerned. The Board has full authority to interpret,
change, amend, or discontinue the Plan in part or as a whole
at any time and without prior notice. No member of the
Board shall incur any liability by reason of any action or
determination made with respect to the Plan.
PARTICIPATION
Annually, and as soon after January 1 of the Plan year as
practical, the CEO of the Company, in conjunction with the
Office of the CEO will review with the Committee, after
which the Committee will submit to the Board the list of
executives for participation in the Plan for that plan year.
Employees recommended should be in a position with the
Company or a subsidiary to directly and materially affect
revenues, profits or losses, or operating efficiencies of
the Company. Employees will be notified of their
participation in the Plan and will be provided a copy of the
performance measures and other criteria for award
determination.
Employees may become eligible to participate in the Plan by
virtue of promotion or new hire following the initial
eligibility designation, but no later than June 30 of the
Plan year. In such case, award determination will be made
on a pro-rata basis as recommended by the CEO and Committee
and approved by the Board.
An employee who retires, dies, or becomes disabled after he
becomes a participant shall be eligible to receive an
incentive award. An employee who terminates employment for
reasons other than retirement, death, or disability after he
becomes a participant shall not be eligible to receive an
incentive award.
Participants in this Plan shall not be eligible for any
payments made under the Idaho Power Company Employee
Incentive Plan.
The participants and their respective incentive award
potentials for the current plan year are listed in Appendix
A.
DETERMINATION OF INCENTIVE AWARDS
Incentive awards will be based upon corporate and, where
appropriate, subsidiary performance measures as described in
Appendix B.
The amount of incentive to be awarded each participant will
be calculated by multiplying an incentive percentage by the
salary of each participant. For participants who are active
employees on December 31 of the year for which the
incentives are awarded, the salary shall be the annual rate
of base salary in effect on December 1 exclusive of any
amounts earned under any incentive, bonus or benefit plans.
For participants who retire, die, become disabled, commence
an approved leave of absence, or receive a base pay increase
during the year, the salary shall be the total base salary
paid during the year exclusive of any amounts earned under
any incentive, bonus, or benefit plans.
OTHER CONDITIONS
For purposes of the preceding section, the following
conditions also apply:
1. The TARGET amount shall be the approved budget after
adjustment for extraordinary items, if any, mutually
agreed upon by the appropriate management. The TARGET
goals from the current budget are shown in Appendix B.
2. The Plan assumes that a minimum of 90% of the TARGET
must be achieved before any bonus percentage is
calculated or becomes payable for that particular TARGET.
This level is the THRESHOLD.
3. The Plan assumes that performance achievement above the
TARGET will be rewarded up to a maximum level equal to
200% times TARGET.
4. Performance between Threshold and Maximum is measured
in steps, or tiers, and no proration of incentive will
occur between separate tiers.
5. The Plan assumes that payout of any award will occur
only if payment is made under the Idaho Power Company
Employee Incentive Plan. Furthermore, payout under any
goals other than Corporate will occur only if payout occurs
for Corporate performance. On recommendation of the CEO
and Committee, the Board has the discretion to authorize an
Individual performance payout for extraordinary
results on the part of a participant.
PAYMENT OF AWARD
Incentive awards under the Plan shall be made in cash by the
Company to a participant who is an active employee (other
than those who retire, die or become disabled during the
plan year) as of December 31 of the year for which the award
relates.
Awards under this Plan will be subject to the same
withholding taxes as regular pay, and will be considered in
the calculation of benefits under the Idaho Power Company
Retirement Plan, and the Idaho Power Company Employee
Savings Plan.
PLAN IS NOT A CONTRACT
No portion of the Plan is to be construed as a contract for
compensation purposes nor for continued employment with
Idaho Power Company or any of its subsidiaries.
CHANGE IN CONTROL
In the event of a change in control, as defined in the plan
document for the Idaho Power Company Senior Management
Security Plan, the Committee with approval of the Board
will have the prerogative to trigger payments at any time
during the change of control period. The value of such
awards, if any, shall be determined based upon results as of
the trigger date.
EFFECTIVE DATE
The Plan shall become effective January 1, 2001, and if not
terminated by action of the Board of Directors, shall expire
December 31, 2001.