Exhibit 10(h)(viii)

2003 IDACORPEXECUTIVE INCENTIVE PLAN

 

**PURPOSE**

The purpose of the2003 IDACORP Executive Incentive Plan (the "Plan") is to reinforcethe goals of IDACORP (the "Company") for profitable growth andcontinuation of a sound overall financial condition by providing incentivecompensation opportunities to selected key employees.  The Plan is intended to:

Attract,retain, and motivate key employees.

Relatecompensation to performance and financial results.

Providea portion of compensation in a variable rather than a fixed form.

 

**ADMINISTRATION**

The Chief ExecutiveOfficer (CEO) of the Company has authority to:

Recommendemployees of the Company and its subsidiaries for selection as PlanParticipants.

Recommendaward opportunities for Plan Participants other than the CEO. An awardopportunity is the opportunity of a Participant to earn specified dollaramounts based on performance of the Company, its subsidiaries, and/or itsbusiness units during a given calendar year. Award opportunities include terms specifying:

Threshold, target, maximum, and/or other amountsthat potentially may be earned by each Plan Participant.

Annualperformance goals for the Company as a whole and/or for subsidiaries orbusiness units, which goals are pre-conditions to the earning of an incentiveaward at the threshold, target, maximum, or other specified level.

The Board ofDirectors Compensation Committee (the "Committee") will review therecommendations of the CEO, make any alterations deemed appropriate, andapprove the terms of participation and award opportunities for each calendaryear.  The Committee shall establish theCEO's award opportunities.  TheCommittee will report on its actions to the Company's Board of Directors (the"Board").  All actions of theCommittee under the Plan will be subject to the ratification of the Board ifrequested by the Committee or required by the Board, the Securities andExchange Commission, applicable law, or by the rules or regulations of thesecurities exchange on which the Company's shares are listed.

Except to the extentauthority or responsibility is expressly reserved for the CEO or the Boardhereunder, the Plan will be administered by the Committee, which is authorizedto interpret the Plan, to establish rules and regulations necessary toadminister the Plan, and to take all other actions it determines are requiredfor the proper administration of the Plan. All actions, determinations, interpretations, and decisions made by theCommittee and/or the Board will be final, conclusive, and binding upon allother parties concerned.  Neither theCEO nor any member of the Committee or the Board shall incur any liability byreason of any action or determination made with respect to the Plan.

**PARTICIPATION**

Employees that may beselected for participation in a given calendar year are those in a position todirectly and significantly affect revenues, profits or losses, or operatingefficiencies of the Company and its subsidiaries.  Employees selected for participation ("Participants")will be notified and provided a copy of the performance measures and othercriteria for award determination.

Participants may beadded to the Plan or removed from the Plan at any time during the calendar yearbased on participation criteria previously approved by the Committee, by virtueof promotion or new hire following the initial eligibility designation or uponrecommendation of the CEO and approval of the Committee.  Participation in the Plan for a particularcalendar year shall not entitle a Participant to participation in the Plan infuture years.

**EFFECTOF TERMINATION OF EMPLOYMENT**

Upon the terminationof a Participant's employment with the Company and its subsidiaries prior tocompletion of the calendar year, (i) if termination is for reasons other thanRetirement, death or Disability, unless otherwise determined by the Committee,the Participant's award opportunity will be cancelled and the Participant willnot be eligible to receive a final incentive award, and (ii) if termination isdue to Retirement, death or Disability, the Participant's award opportunitywill remain in effect, subject to the terms of the Plan.  "Retirement" shall mean aParticipant's termination from employment with the Company and itssubsidiaries, as applicable, if the date of termination occurs on or after age62 or if the termination is otherwise determined by the Committee to qualify asa Retirement.  "Disability"shall mean termination of a Participant's employment with the Company and itssubsidiaries, as applicable, if the Participant is eligible to receive benefitsunder the Long-Term Disability Program maintained by the employer.

**DETERMINATIONOF INCENTIVE AWARDS**

Profit sharing awardopportunities will be based upon Corporate performance measures as described inthe Exhibit attached hereto.  Awardopportunities need not be uniform among Participants and may vary from year toyear.

Within a reasonabletime after the end of each calendar year, the Committee shall determine theextent to which the performance goals have been achieved for the resultingaward that is potentially payable to the Participant.  The Committee then shall determine whether such tentative awardshall be paid out as a final award.  TheCommittee may adjust any tentative award upward or downward, accelerate ordefer payment of any final award, or determine to pay no amount as an award, inits sole discretion, in light of such considerations as the Committee may deemrelevant. An award shall be deemed earned and vested only at such time as theCommittee has determined that the award has become final.

If the amount of anaward opportunity that may be earned and potentially payable will be calculatedby multiplying an incentive percentage corresponding to specified levels ofperformance, that percentage will be multiplied by the base salary paid to aParticipantduringthe Plan year, exclusive of any amounts earned under any incentive, bonus, orbenefit plans.

The Committee retainsthe discretion to authorize an individual performance payout for extraordinaryresults on the part of a Participant regardless of the level of achievement ofthe Corporate performance goal and other performance goals and/or to modifyperformance goals to take into account extraordinary and unexpected events.

**PAYMENT OFAWARD**

As promptly aspracticable after final awards for a given calendar year have been determined,such awards shall be paid out in cash by the Company to a Participant who is anactive employee (i.e., other than those who have died or terminated due toRetirement or Disability during the calendar year) as of December 31 of thecalendar year for which the award relates. The pay out date for any other Participant entitled to a payout shall bedetermined by the CEO or the Committee.

The Company or a Participant'semployer shall deduct from all payments under the Plan an amount necessary tosatisfy federal, state or local tax withholding requirements.  Amounts paid under the Plan will beconsidered in the calculation of benefits under the Idaho Power CompanyRetirement Plan, and the Idaho Power Company Employee Savings Plan.

**PLAN IS NOT ACONTRACT**

No provision of thePlan or any document describing the Plan or establishing rules or regulationsregarding the Plan's administration shall be deemed to confer on anyParticipant the right to continue in an employer's employ or shall affect theright of an employer to terminate any Participant's employment.

**AMENDMENTAND TERMINATION OF THE PLAN**

The Board reservesthe right to amend, suspend, or terminate the Plan and any award opportunitiesat any time in whole or in part, for any reason, and without the consent of anyParticipant or beneficiary.  Companysubsidiaries reserve the right to suspend or terminate their participation inthe Plan at any time, for any reason, and without the consent of anyParticipant or beneficiary.

**PLAN BINDINGON SUCCESSORS**

All obligations ofthe Company or a subsidiary under the Plan shall be binding on any successor tothe Company or a subsidiary, respectively, whether the existence of suchsuccessor is the result of a direct or indirect purchase, merger,consolidation, reorganization, or other transaction involving all orsubstantially all of the business and/or assets of the Company or subsidiary.

**EFFECTIVE DATE**

The Plan shall becomeeffective January 1, 2003, and if not terminated by action of the Board ofDirectors, shall expire December 31, 2003.

 

 

 

 

 

ExhibitA2003 IDACORP*ESTIMATED*Executive Incentive Plan Targets

 

 

 
|                                      | **EOC Goal Estimate****(1)** | **Payout****Percentage** |
|-------------------------------------------|------------------------------|--------------------------|
|                                      |                         |                     |
| **Threshold (Dividend payout at  $1.86)** | $ 72.7 million               | (based on                |
| **Target (Payout ratio of 85%)**          | $ 87.2 million               | Senior Manager  list)    |
| **Maximum (11% ROE)**                     | $ 108.7 million              |                     |

 

 

(1)    Performance betweendesignated levels will be prorated.