UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 21, 2008
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/A
Explanatory Note
The information contained in the Current Report on Form 8-K dated February 21, 2008 and filed on February 26, 2008 did not properly describe the 2008 operational and customer service goals for Idaho Power Company under the IDACORP, Inc. Executive Incentive Plan or the award opportunities of the named executive officers in Exhibit 10.2.
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Short-Term Incentive Compensation
On February 21, 2008, the Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of IDACORP, Inc. ("IDACORP") and Idaho Power Company ("IPC")
amended the IDACORP, Inc. Executive Incentive Plan (the "Plan") to reflect revised
weightings and payment multipliers for 2008 and established 2008 award opportunities. The
Board approved the Plan as amended and the 2008 award opportunities at its meeting also
held on February 21, 2008. A copy of the Plan as amended is filed as Exhibit 10.1
hereto. Filed as Exhibit 10.2 and incorporated herein by reference is the Executive
Incentive Plan NEO 2008 Award Opportunity Chart indicating the 2008 annual award
opportunities for those executive officers who were named executive officers in the 2007
proxy statement for the Annual Meeting of Shareholders of IDACORP (the "NEOs").
The terms of the Plan provide for annual cash incentive award opportunities based upon
IDACORP and IPC 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% of
target.
The goals for 2008 are a combination of (i) operational and
customer service goals for IPC (weighted 40%), (ii) net income for IPC (weighted 40%)
and (iii) consolidated net income for IDACORP (weighted 20%).
The first goal has three components: (i) customer satisfaction, (ii) other
operation expense (excluding third party transmission expense, short-term employee and executive
incentive expense and fixed cost adjustment) and maintenance expense ("Other O&M
expense") and (iii) network reliability for general service customers. Achievement of
customer satisfaction, as measured by the customer relationship index, at the threshold
level will result in a multiplier of 7.5%, at the target level will result in a multiplier
of 15% and at the maximum level will result in a multiplier of 30%. Achievement of
specified levels of Other O&M expense at the threshold level will result in a
multiplier of 7.5%, at the target level will result in a multiplier of 15% and at the
maximum level will result in a multiplier 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 and also requires that no more than 10% of customers have more
than six interruptions) at the threshold level will result in a multiplier of 5%, at the
target level will result in a multiplier of 10% and at the maximum level will result in a
multiplier of 20%.
Achievement of IPC net income, the second goal, at the threshold level will result in a
multiplier of 20%, at the target level will result in a multiplier of 40% and at the
maximum level will result in a multiplier of 80%.
2
Achievement of consolidated IDACORP net income, the third goal, at the threshold level will
result in a multiplier of 10%, at the target level will result in a multiplier of 20% and
at the maximum level will result in a multiplier of 40%.
Participants who retire, die or become disabled during the year remain eligible to receive
a prorated award to the extent performance goals are met. Participants who terminate
employment for other reasons are not eligible for an award, unless otherwise determined by
the Committee. The Committee assesses the extent to which goals have been achieved and
recommends payment amounts to the Board. The Committee's recommendation may reflect
downward adjustment of awards in light of such considerations as the Committee may deem
relevant. An award is deemed earned and vested only when the Board approves payment of the
award to the participant. No award may be paid to IDACORP or IPC executives if there is no
payment to employees under the IDACORP Employee Incentive Plan or if net income is less
than the Board approved dividend for IDACORP common stock for the calendar year to which
the award relates.
In the event of a change in control, the Board has discretion, with respect to outstanding
awards, to provide for assumption or substitution of the awards by the successor entity, to
adjust awards or, under certain circumstances, to approve payments of all or a portion of
the awards. With respect to awards that relate to the calendar year in which the change in
control occurs, participants who terminate employment for reasons other than cause
after the date of a change in control, but
before the end of the calendar year in which the change in control occurs, remain
eligible to receive an award.
3
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
|
(d) |
|
Exhibits. |
Number |
Description |
||
IDACORP, Inc. Executive Incentive Plan, as amended February 21, 2008 |
|||
10.2 |
IDACORP, Inc. Executive Incentive Plan NEO 2008 Award Opportunity Chart |
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have
duly caused this amendment to be signed on their behalf by the undersigned hereunto duly
authorized.
Dated: February 27, 2008
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
5
INDEX TO EXHIBITS
Number |
Description |
|
10.1 |
IDACORP, Inc. Executive Incentive Plan, as amended February 21, 2008 |
|
10.2 |
IDACORP, Inc. Executive Incentive Plan NEO 2008 Award Opportunity Chart |
6