Exhibit10(h)(v)

 

 

**IDACORP, INC.NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN**

 

 

  I.      Purpose

The purpose of the IDACORP, Inc. Non-EmployeeDirectors Stock Compensation Plan is to provide ownership of the Company'sstock to non-employee members of the Board of Directors and to strengthen thecommonality of interest between directors and shareholders.

II.     Definitions

When used herein, the following terms shall have therespective meanings set forth below:

"Annual Retainer" means the annual retainerpayable by the Company to Non-Employee Directors and shall include, forpurposes of this Plan, meeting fees, cash retainers and any other cashcompensation payable to Non-Employee Directors by the Company for services as aDirector.

"Annual Meeting of Shareholders" means the annual meeting ofshareholders of the Company at which directors of the Company are elected.

"Board" or "Board of Directors" means the Board ofDirectors of the Company.

"Committee" means a committee whose members meet the requirements ofSection IV(A) hereof, and who are appointed from time to time by the Board toadminister the Plan.

"Common Stock" means the common stock, without par value, of the Company.

"Company" means IDACORP, Inc., an Idaho corporation, and any successorcorporation.

"Effective Date" means May 17, 1999.

"Employee" means any officer or other common law employee of theCompany or of any Subsidiary.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Non-Employee Director" or "Participant"means any person who is elected or appointed to the Board of Directors of theCompany and who is not an Employee.

"Plan" means the Company's Non-Employee Directors StockCompensation Plan, adopted by the Board on May 5, 1999, as it may be amendedfrom time to time.

"Plan Year" means the period commencing on June 1 and ending the nextfollowing May 30.

"Stock Payment" means that portion of the Annual Retainer to be paid toNon-Employee Directors in shares of Common Stock rather than cash for servicesrendered as a director of the Company, as provided in Section V hereof.

"Subsidiary" means any corporation that is a "subsidiarycorporation" of the Company, as that term is defined in Section 424(f) ofthe Internal Revenue Code of 1986, as amended.

III.     Sharesof Common Stock Subject to the Plan

Subject to Section VI below, the maximum aggregate number ofshares of Common Stock that may be delivered under the Plan is 100,000shares.  The Common Stock to bedelivered under the Plan will be made available from treasury stock or sharesof Common Stock purchased on the open market.

IV.     Administration

A.   ThePlan will be administered by a committee appointed by the Board, consisting oftwo or more persons.  Members of theCommittee need not be members of the Board. The Company shall pay all costs of administration of the Plan.

B.    Subjectto and not inconsistent with the express provisions of the Plan, the Committeehas and may exercise such powers and authority of the Board as may be necessaryor appropriate for the Committee to carry out its functions under thePlan.  Without limiting the generalityof the foregoing, the Committee shall have full power and authority (i) todetermine all questions of fact that may arise under the Plan, (ii) tointerpret the Plan and to make all other determinations necessary or advisablefor the administration of the Plan and (iii) to prescribe, amend and rescindrules and regulations relating to the Plan, including, without limitation, anyrules which the Committee determines are necessary or appropriate to ensurethat the Company and the Plan will be able to comply with all applicableprovisions of any federal, state or local law. All interpretations, determinations and actions by the Committee will befinal and binding upon all persons, including the Company and the Participants.

 

 

 

V.     Determinationof Annual Retainer and Stock Payments

A.   TheBoard shall determine the Annual Retainer payable to all Non-Employee Directorsof the Company.

B.    Eachdirector who is a Non-Employee Director immediately following the date of theCompany's Annual Meeting of Shareholders or who becomes a Non-Employee Directorthereafter shall receive as a portion of the Annual Retainer, payable to suchdirector on June 1 (or such later date as the director may be elected to theBoard), or on the first business day thereafter, a Stock Payment of $16,000 invalue of Common Stock.  The number ofshares granted shall be determined based on (i) for treasury stock, the closingprice of the Common Stock on the consolidated transaction reporting system onthe business day immediately preceding the date of payment, and (ii) for openmarket purchases, the actual price paid to purchase the shares.  A certificate evidencing the shares ofCommon Stock constituting the Stock Payment shall be registered in the name ofthe Participant and issued to each Participant.  The cash portion of the Annual Retainer shall be paid toNon-Employee Directors at such times and in such manner as may be determined bythe Board of Directors.

C.   NoNon-Employee Director shall be required to forfeit or otherwise return anyshares of Common Stock issued as a Stock Payment pursuant to the Plannotwithstanding any change in status of such Non-Employee Director whichrenders him ineligible to continue as a Participant in the Plan.

VI.     AdjustmentFor Changes in Capitalization

If the outstanding shares of Common Stock of theCompany are increased, decreased or exchanged for a different number or kind ofshares or other securities, or if additional shares or new or different sharesor other securities are distributed with respect to such shares of Common Stockor other securities, through merger, consolidation, sale of all orsubstantially all of the property of the Company, reorganization orrecapitalization, reclassification, stock dividend, stock split, reverse stocksplit, combinations of shares, rights offering, distribution of assets or otherdistribution with respect to such shares of Common Stock or other securities orother change in the corporate structure or shares of Common Stock, the maximumnumber of shares and/or the kind of shares that may be issued under the Planshall be appropriately adjusted by the Committee.  Any determination by the Committee as to any such adjustment willbe final, binding and conclusive.  Themaximum number of shares issuable under the Plan as a result of any suchadjustment shall be rounded down to the nearest whole share.

VII.     Amendmentand Termination of Plan

The Board will have the power, in its discretion, toamend, suspend or terminate the Plan at any time.

VIII.     EffectiveDate and Duration of the Plan

The Plan will become effective upon the EffectiveDate and shall remain in effect, subject to the right of the Board of Directorsto terminate the Plan at any time pursuant to Section VIII, until all sharessubject to the Plan have been purchased or acquired according to the Plan'sprovisions.

IX.     MiscellaneousProvisions

A.   Continuationof Directors in Same Status

Nothing in the Plan or any action taken pursuant tothe Plan shall be construed as creating or constituting evidence of anyagreement or understanding, express or implied, that the Company will retain aNon-Employee Director as a director or in any other capacity for any period oftime or at a particular retainer or other rate of compensation, as conferringupon any Participant any legal or other right to continue as a director or inany other capacity, or as limiting, interfering with or otherwise affecting theright of the Company to terminate a Participant in his capacity as a directoror otherwise at any time for any reason, with or without cause, and withoutregard to the effect that such termination might have upon him as a Participantunder the Plan.

B.    Compliancewith Government Regulations

Neither the Plan nor the Company shall be obligatedto issue any shares of Common Stock pursuant to the Plan at any time unless anduntil all applicable requirements imposed by any federal and state securitiesand other laws, rules and regulations, by any regulatory agencies or by any stockexchanges upon which the Common Stock may be listed have been fully met.  As a condition precedent to any issuance ofshares of Common Stock and delivery of certificates evidencing such sharespursuant to the Plan, the Board or the Committee may require a Participant totake any such action and to make any such covenants, agreements andrepresentations as the Board or the Committee, as the case may be, in itsdiscretion deems necessary or advisable to ensure compliance with suchrequirements.  The Company shall in noevent be obligated to register the shares of Common Stock deliverable under thePlan pursuant to the Securities Act of 1933, as amended, or to qualify orregister such shares under any securities laws of any state upon their issuanceunder the Plan or at any time thereafter, or to take any other action in orderto cause the issuance and delivery of such shares under the Plan or anysubsequent offer, sale or other transfer of such shares to comply with any suchlaw, regulation or requirement. Participants are responsible for complying with all applicable federaland state securities and other laws, rules and regulations in connection withany offer, sale or other transfer of the shares of Common Stock issued underthe Plan or any interest therein including, without limitation, compliance withthe registration requirements of the Securities Act of 1933, as amended (unlessan exemption therefrom is available), or with the provisions of Rule 144promulgated thereunder, if applicable, or any successor provisions.  Certificates for shares of Common Stock maybe legended as the Committee shall deem appropriate.

C.   Nontransferabilityof Rights

No Participant shall have the right to assign theright to receive any Stock Payment or any other right or interest under thePlan, contingent or otherwise, or to cause or permit any encumbrance, pledge orcharge of any nature to be imposed on any such Stock Payment (prior to theissuance of stock certificates evidencing such Stock Payment) or any such rightor interest.

D.   Severability

In the event that any provision of the Plan is heldinvalid, void or unenforceable, the same shall not affect, in any respectwhatsoever, the validity of any other provision of the Plan.

E.    GoverningLaw

To the extent not preempted by Federal law, thePlan shall be governed by the laws of the State of Idaho, without regard to theconflict of law provisions of any state.

Dated:   March 3, 2003