IDACORP 8-K 2006
TO SECTION 13 OR 15(d) OF THE
Date of Report (Date of earliest event reported): February 6, 2006
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)
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Short-Term Incentive Compensation
On January 18, 2006, the Compensation Committee (the "Committee")
of the Boards of Directors (the "Boards") of IDACORP, Inc. ("IDACORP")
and Idaho Power Company ("IPC") adopted the 2006 IDACORP Executive
Incentive Plan (the "2006 Incentive Plan") and established award
opportunities. The Boards approved the
2006 Incentive Plan and the award opportunities at their meeting on January 19,
2006. These award opportunities were
previously reported and a copy of the 2006 Incentive Plan was filed on a
Current Report on Form 8-K dated January 19, 2006. On February 6, 2006, the Committee modified
two of the goals by adding a threshold level to the IPC net income and the
IDACORP net income goals. A copy of the
Revised 2006 Incentive Plan is filed herewith as Exhibit 10.1 and incorporated
herein by reference. Filed herewith as
Exhibit 10.2 and incorporated herein by reference is the revised 2006 Incentive
Plan NEO Award Opportunity Chart indicating the 2006 annual award opportunities
for the NEOs.
The terms of the 2006 Incentive Plan provide for annual cash incentive
award opportunities based upon IDACORP and subsidiary performance measures,
with a threshold, target and maximum level.
The amount of incentive will be calculated by multiplying base salary by
the product of the approved incentive percentage and the combined
multiplier. The maximum payout is 200%
The goals for 2006 are a combination of (i) operational and customer
service goals for IPC (weighted 40%), (ii) net income for IPC (weighted 30%)
and (iii) consolidated net income for IDACORP (weighted 30%).
The first goal has three components:
(i) customer satisfaction, (ii) total non-fuel operation and maintenance
("O&M") expense (excluding pension expense and third party
transmission expense) and (iii) network reliability for general service
customers. Achievement of customer
satisfaction, as measured by the customer relationship index, at the threshold
level results in a multiplier of 7.5%; target level of 15%; and maximum level
of 30%. Achievement of specified levels
of total O&M will result in multipliers at the threshold level of 7.5%;
target level of 15%; and maximum level of 30%.
Achievement of network reliability for general service customers (which
is based on the number of service interruptions more than five minutes in
duration) will result in multipliers at the threshold level of 5%; target level
of 10%; and maximum level of 20%.
Achievement of threshold levels of IPC net income and consolidated
IDACORP net income, the second and third goals, will result in multipliers of
15%, target levels will result in multipliers of 30% and maximum levels will
result in multipliers of 60%, respectively.
Participants who retire, die or become disabled during the year remain
eligible to receive an award.
Participants who terminate employment for other reasons are not eligible
for an award, unless otherwise determined by the Committee. The Committee has full discretion to
determine the extent to which goals have been achieved, the payment level and
whether any final payment will be made.
Awards may be adjusted up or down and may be made regardless of the
level of achievement of performance goals.
However, no award may be paid to IDACORP/IPC executives if there is no
payment of awards to employees under the IDACORP/IPC Employee Incentive Plan or
if net income is less than the Board approved dividend for IDACORP common stock
Long-Term Incentive Compensation
On February 6, 2006, the Committee made grants of restricted stock
(time vesting) under the Idaho Power 1994 Restricted Stock Plan. Copies of the form of the Idaho Power 1994
Restricted Stock Agreement (time vesting) is filed herewith as Exhibit
10.3. The NEOs who received restricted
stock (time vesting) are listed on Exhibit 10.4, which is incorporated herein
The restricted stock (time vesting) grants will vest in full on
February 6, 2009, subject to the participant remaining employed during the
restricted period. Participants will
receive a prorated number of shares if they retire, die or become disabled during
the restricted period, based on the number of full months they were
employed. Participants who terminate
employment for other reasons will forfeit the shares. Participants are entitled to vote the shares
and receive dividends during the restricted period.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL
On February 9, 2006, IDACORP issued a press release disclosing earnings
results for IDACORP, Inc. and Idaho Power Company for the year and quarter
ended December 31, 2005. A copy of the
press release is furnished as Exhibit 99.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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: February 9, 2006
Darrel T. Anderson
IDAHO POWER COMPANY
Darrel T. Anderson
INDEX TO EXHIBITS