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**Exhibit 10.21**

**IDACORP, INC.**

**NON-EMPLOYEEDIRECTORS STOCK COMPENSATION PLAN**

 

 

I.          Purpose 

 

The purpose of theIDACORP, Inc. Non-Employee Directors Stock Compensation Plan is to provideownership of the Company's stock to non-employee members of the Board ofDirectors and to strengthen the commonality of interest between directors andshareholders. 

 

II.        Definitions 

 

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

 

"AnnualRetainer" means the annual retainer payable by the Company toNon-Employee Directors and shall include, for purposes of this Plan, meetingfees, cash retainers and any other cash compensation payable to Non-EmployeeDirectors by the Company for services as a director. 

"AnnualMeeting of Shareholders" means the annual meeting of shareholders ofthe Company at which directors of the Company are elected. 

 

"Board"or "Board of Directors" means the Board of Directors of theCompany. 

 

 

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"Change inControl" means the earliest of the following to occur: (a) any person(which shall not include the Company, any Subsidiary or any employee benefitplan of the Company or of any Subsidiary) ("Person") or group (asthat term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B))acquires (or has acquired during the 12-month period ending on the date of themost recent acquisition by such Person or Persons) ownership of stock of theCompany possessing 30% or more of the total voting power of the stock of theCompany; (b) any Person or group (as that term is defined in TreasuryRegulation Section 1.409A-3(i)(5)(v)(B)) acquires ownership of the stock of theCompany that, together with stock held by such Person or group, constitutesmore than 50% of the total fair market value or total voting power of the stockof the Company (this part (b) applies only when there is a transfer of stock ofthe Company and the Company's stock remains outstanding after the transaction);(c) a majority of the members of the Board is replaced during any 12-monthperiod by directors whose appointment or election is not endorsed by a majorityof the members of the Board; or (d) any Person or group (as that term isdefined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)) acquires (or hasacquired during the 12-month period ending on the date of the most recentacquisition by such Person or Persons) assets from the Company that have agross fair market value equal to or more than 40% of the total gross fairmarket value of all of the assets of the Company immediately before such acquisitionor acquisitions.

 

Notwithstandinganything contained herein to the contrary, no transaction or event shallconstitute a Change in Control for purposes of the Plan unless the transactionor event constitutes a change in the ownership of a corporation (as defined inTreasury Regulation Section 1.409A-3(i)(5)(v)), a change in effective controlof a corporation (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vi))or a change in the ownership of a substantial portion of the assets of a corporation(as defined in Treasury Regulation Section 1.409A-3(i)(5)(vii)) and the termChange in Control shall be interpreted in a manner consistent with the properinterpretation of the similar provisions in the Section 409A TreasuryRegulations.

 

"Code"means the Internal Revenue Code of 1986, as amended.

"Committee"means the Compensation Committee of the Board of Directors.

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

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

"DeferralAccount" means an account maintained by the Company in the name of aParticipant that is used to track the Deferred Stock Units of a Participant whoelects to defer receipt of his or her Stock Payments pursuant to Section VIhereof.

"DeferralElection" means a Participant's deferral election, as defined inSection VI(A) hereof.

"DeferredStock Unit" means a notional entry in a Participant's Deferral Accountrepresenting one share of Common Stock.

"EffectiveDate" means May 17, 1999. 

"Employee"means any officer or other common law employee of the Company or of anySubsidiary. 

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

"Non-EmployeeDirector" or "Participant" means any person who is electedor appointed to the Board of Directors of the Company and who is not anEmployee. 

"Plan"means the Company's Non-Employee Directors Stock Compensation Plan, adopted bythe Board on May 5, 1999, as it may be amended from time to time. 

 

 

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"Separationfrom Service" means a Participant's separation from service (as thatterm is used in Section 409A(a)(2)(A)(i) of the Code) with the Company.

 

"StockPayment" 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 (other than the Company) in an unbroken chain ofcorporations beginning with the Company if each of the corporations other thanthe last corporation in the unbroken chain owns stock possessing 50 percent ormore of the total combined voting power of all classes of stock in one of theother corporations in such chain. 

 

III.       Shares of CommonStock Subject to the Plan 

 

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

 

IV.       Administration 

 

The Plan shall beadministered by the Compensation Committee of the Board of Directors.  TheCompany shall pay all costs of administration of the Plan.  Subject to and notinconsistent with the express provisions of the Plan, the Committee has and mayexercise such powers and authority of the Board as may be necessary orappropriate for the Committee to carry out its functions under the Plan.Without limiting the generality of the foregoing, the Committee shall have fullpower and authority (i) to determine all questions of fact that may arise underthe Plan, (ii) to interpret the Plan and to make all other determinationsnecessary or advisable for the administration of the Plan and (iii) to prescribe,amend and rescind rules and regulations relating to the Plan, including,without limitation, any rules which the Committee determines are necessary orappropriate to ensure that the Company and the Plan will be able to comply withall applicable provisions of any federal, state or local law. Allinterpretations, determinations and actions by the Committee will be final andbinding upon all persons, including the Company, the Participants and theirestates and beneficiaries. 

 

V.        Determinationof Annual Retainer and Stock Payments 

 

A.       Annual Retainer

 

The Board shalldetermine the Annual Retainer payable to all Non-Employee Directors of theCompany. 

 

B.       Stock Payments

 

 

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Subject to theprovisions of Section V(C) below, each director who is a Non-Employee Directoron March 1 of each year shall receive, on March 1 or the first business daythereafter, as a portion of the Annual Retainer, a Stock Payment of $45,000 invalue of Common Stock.  Non-Employee Directors may elect to defer receipt ofthe Stock Payment in accordance with the provisions of Section VI hereof. Thenumber of shares granted (or credited as Deferred Stock Units pursuant to aDeferral Election in accordance with Section VI hereof) shall be determinedbased on (i) for shares granted from treasury stock and Deferred Stock Units,the closing price of the Common Stock on the consolidated transaction reportingsystem on the business day immediately preceding the date paid to theNon-Employee Director or credited to his or her Deferral Account, as the casemay be, and (ii) for open market purchases, the actual price paid to purchasethe shares. 

 

Non-EmployeeDirectors who are initially elected to the Board after March 1 in any yearshall receive a prorated Stock Payment on the first business day of the monthfollowing the effective date of their election to the Board, but in no eventlater than March 15 of the year following the year in which they are initiallyelected to the Board. The Stock Payment will be prorated by multiplying $45,000by a fraction, the numerator of which equals the number of months (with apartial month counted as a full month) remaining in the calendar year and thedenominator of which is twelve.  

 

At the time ofpayment (or, if applicable, at the time of distribution of any shares of CommonStock pursuant to Section VI hereof), a certificate evidencing the shares ofCommon Stock shall be registered in the name of the Participant and issued tothe Participant. 

 

C.        Non-EmployeeDirectors on April 1, 2007 and Thereafter 

 

A Non-EmployeeDirector initially elected to the Board effective on or after April 1, 2007shall receive, on March 1 or the first business day thereafter, a proratedStock Payment if the Board is aware on March 1 that the Non-Employee Directorwill not continue to serve on the Board for the entire year. The number ofshares granted (or credited as Deferred Stock Units pursuant to a DeferralElection) shall be calculated by multiplying $45,000 by a fraction, thenumerator of which is the number of actual or expected months (with a partialmonth counted as a full month) of service on the Board during the year and thedenominator of which is twelve. If the Board is not aware on March 1 that aNon-Employee Director initially elected to the Board effective on or afterApril 1, 2007 will not serve on the Board for the entire year, suchNon-Employee Director shall receive a full Stock Payment and shall not berequired to forfeit or otherwise return any shares of Common Stock granted as aStock Payment or credited as Deferred Stock Units pursuant to the Plannotwithstanding any change in status of such Non-Employee Director whichrenders him or her ineligible to continue as a Participant in the Plan. 

                        

D.        Non-EmployeeDirectors Prior to April 1, 2007 

 

 

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A Non-EmployeeDirector initially elected to the Board effective prior to April 1, 2007 willnot receive a prorated Stock Payment as set forth in the immediately precedingSection V(C), but rather will receive a full Stock Payment on March 1 or thefirst business day thereafter, notwithstanding the fact that the Board may beaware that the Non-Employee Director will not continue to serve on the Boardfor the entire year. The number of shares granted (or credited as DeferredStock Units pursuant to a Deferral Election) shall be calculated in the mannerset forth in Section V(B) hereof.  No Non-Employee Director who was a member ofthe Board effective prior to April 1, 2007 shall be required to forfeit orotherwise return any shares of Common Stock granted as a Stock Payment orcredited as Deferred Stock Units pursuant to the Plan notwithstanding anychange in status of such Non-Employee Director which renders him or herineligible to continue as a Participant in the Plan. 

 

VI.       Deferralof Stock Payment

 

A.        DeferralElections

 

A Participant mayelect to defer receipt of his or her Stock Payment by timely filing a deferralelection (a "Deferral Election") in accordance with such proceduresas may from time to time be prescribed by the Committee.  A Deferral Election shallbe valid only if it is delivered prior to the first day of the calendar year inwhich the services giving rise to the Stock Payment being deferred are to beperformed.    

 

A Participant'sDeferral Election shall become irrevocable as of the last date the DeferralElection could be delivered or such earlier date as may be established by theCommittee.  A Participant may revoke or change a Deferral Election at any timeprior to the date the election becomes irrevocable, subject to suchrestrictions as the Committee may establish from time to time.  Any suchrevocation or change shall be in a form and manner determined by theCommittee.  A Participant's Deferral Election shall remain in effect and willapply to Stock Payments in future years (beyond the first year to which itrelates) unless and until the Participant revokes the Deferral Election.  Thedeadline for revocation of a Deferral Election for this purpose shall be thesame as the deadline for delivering a Deferral Election with respect to theyear or such earlier date as may be established by the Committee.  Revocationshall be effected by the Participant's delivery of a Termination of DeferralElection Agreement or such other document as the Committee may prescribe forsuch purpose.

 

If a validDeferral Election is timely filed by a Participant, a Deferral Account shall beestablished for the Participant and credited with a number of Deferred StockUnits equal to the number of shares of Common Stock that would have beenreceived by the Participant pursuant to Section V hereof absent the DeferralElection.

 

B.       Dividends

 

 

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If dividends arepaid on shares of Common Stock, a Participant's Deferral Account shall becredited on the dividend payment date with a number of additional DeferredStock Units (and/or fraction thereof) determined by dividing (i) the dividendsthat would have been paid on the Deferred Stock Units held in the Participant'sDeferral Account as of the dividend record date as if they were actual sharesof Common Stock by (ii) the closing price of the Common Stock on theconsolidated transaction reporting system on the dividend payment date.

 

C.        DeferredStock Units

 

Amounts in aParticipant's Deferral Account shall remain denominated in the form of DeferredStock Units until distributed.

 

D.       Time of Distribution

 

Deferral Accountsshall be distributed (or, in the case of installments, distributions shallcommence) upon Separation from Service.  Participants shall elect in theirDeferral Elections whether distributions shall be in a lump sum or ininstallments, subject to such terms and conditions as the Committee may fromtime to time prescribe.  In the case of a Participant's death, whether beforeor after distributions have commenced, the Participant's Deferral Accountbalance shall be distributed in a lump sum as soon as practicable (but in allevents within 90 days) thereafter to the Participant's estate or, ifapplicable, designated beneficiary.  

 

Upon a Change inControl, the Participant's Deferral Account balance shall be distributed in alump sum as soon as practicable (but in all events within 90 days) thereafterto the Participant.

 

 

E.         Beneficiaries

 

A Participant maydesignate a beneficiary or beneficiaries (which may be an entity other than anatural person) to receive any payments to be made under Section VI hereof uponthe Participant's death.  At any time, and from time to time, any suchdesignation may be changed or canceled by the Participant without the consentof any beneficiary.  Any such designation, change or cancellation must be bywritten notice filed with the Secretary of the Company and shall not beeffective until received by the Secretary of the Company.  If a Participantdesignates more than one beneficiary, any payments under Section VI hereof tosuch beneficiaries shall be made in equal amounts unless the Participant hasdesignated otherwise, in which case the payments shall be made in the amountsdesignated by the Participant.  If no beneficiary has been designated by theParticipant, or the designated beneficiaries have predeceased the Participant,payment shall be made to the Participant's estate.  If any dispute shall ariseas to the entitlement of any person to any portion of the Participant’sDeferral Account balance, the Company's obligations under this Plan will besatisfied if it makes payment to the Participant's estate.

 

F.         Distributionof Deferral Accounts

 

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Distribution shallbe in shares of Common Stock, with each Deferred Stock Unit equal to one shareof Common Stock and any fractional shares paid in cash.

 

G.        Section409A

 

To the extentapplicable, it is intended that this Plan will comply with Section 409A of theCode and any regulations and guidance issued thereunder, and the Plan shall beinterpreted accordingly.

 

VII.     Adjustmentsin Authorized Shares and Deferred Stock Units 

 

In the event ofany equity restructuring (within the meaning of Financial Accounting StandardsNo. 123(R)), such as a stock dividend, stock split, spinoff, rights offering orrecapitalization through a large, nonrecurring cash dividend, the Committeeshall cause an equitable adjustment to be made in (i) the number and kind ofshares of Common Stock that may be delivered under the Plan and (ii) the numberand kind of Deferred Stock Units in Participants' Deferral Accounts, in eithercase to prevent dilution or enlargement of rights. In the event of any otherchange in corporate capitalization, such as a merger, consolidation orliquidation, the Committee may, in its sole discretion, cause an equitableadjustment as described in the foregoing sentence to be made, to preventdilution or enlargement of rights. The maximum number of shares issuable underthe Plan and the number of Deferred Stock Units allocated to a Participant'sDeferral Account as a result of any such adjustment shall be rounded down tothe nearest whole share or unit.  Adjustments made by the Committee pursuant tothis Section VII shall be final, binding and conclusive. 

                        

VIII.    Amendment andTermination of Plan 

 

The Board willhave the power, in its discretion, to amend, suspend or terminate the Plan atany time, subject to the satisfaction of all obligations under the Plan toParticipants (and Participants' estates and beneficiaries).  However, no suchtermination, suspension or amendment or other action with respect to the Planshall adversely affect the Participants' Deferral Account balances which haveaccrued prior to such action. 

                        

IX.       Effective Date andDuration of the Plan 

 

The Plan willbecome effective upon the Effective Date and shall remain in effect, subject tothe right of the Board of Directors to terminate the Plan at any time pursuantto Section VIII, until all shares subject to the Plan have been granted ordistributed according to the Plan's provisions.

 

X.        MiscellaneousProvisions 

 

A.        Continuationof Directors in Same Status

 

 

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Nothing in thePlan or any action taken pursuant to the Plan shall be construed as creating orconstituting evidence of any agreement or understanding, express or implied,that the Company will retain a Non-Employee Director as a director or in anyother capacity for any period of time or at a particular retainer or other rateof compensation, as conferring upon any Participant any legal or other right tocontinue as a director or in any other capacity, or as limiting, interferingwith or otherwise affecting the right of the Company to terminate a Participantin his or her capacity as a director or otherwise at any time for any reason,with or without cause, and without regard to the effect that such terminationmight have upon him or her as a Participant under the Plan. 

                        

B.        Compliance with Government Regulations

 

Neither the Plannor the Company shall be obligated to issue any shares of Common Stock pursuantto the Plan at any time unless and until all applicable requirements imposed byany federal and state securities and other laws, rules and regulations, by anyregulatory agencies or by any stock exchanges upon which the Common Stock maybe listed have been fully met. As a condition precedent to any issuance of sharesof Common Stock pursuant to the Plan, the Board or the Committee may require aParticipant to take any such action and to make any such covenants, agreementsand representations 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 no event be obligated to register the sharesof Common Stock deliverable under the Plan pursuant to the Securities Act of1933, as amended, or to qualify or register such shares under any securitieslaws of any state upon their issuance under the Plan or at any time thereafter,or to take any other action in order to cause the issuance and delivery of suchshares under the Plan or any subsequent offer, sale or other transfer of suchshares to comply with any such law, regulation or requirement. Participants areresponsible for complying with all applicable federal and state securities andother laws, rules and regulations in connection with any offer, sale or other transferof the shares of Common Stock issued under the Plan or any interest thereinincluding, without limitation, compliance with the registration requirements ofthe Securities Act of 1933, as amended (unless an exemption therefrom isavailable), or with the provisions of Rule 144 promulgated thereunder, ifapplicable, or any successor provisions. Certificates for shares of CommonStock may be legended as the Committee shall deem appropriate. 

                        

C.        Nontransferabilityof Rights

 

No Participantshall have the right to assign the right to receive any Stock Payment or anyother right or interest under the Plan, contingent or otherwise, or to cause orpermit any encumbrance, pledge or charge of any nature to be imposed on anysuch Stock Payment or any such right or interest (prior to the issuance ofstock certificates evidencing such Stock Payment). 

 

D.        Successor Entities

 

 

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All obligations ofthe Company or any Subsidiary under the Plan shall be binding on any successorto the Company or any 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 anySubsidiary.  References to the Company or Subsidiary in the Plan shall bedeemed to refer to the successors thereto, as applicable.

 

E.         Severability

 

In the event thatany provision of the Plan is held invalid, void or unenforceable, the sameshall not affect, in any respect whatsoever, the validity of any otherprovision of the Plan. 

 

F.         Governing Law

 

To the extent notpreempted by Federal law, the Plan and all rights and obligations hereundershall be governed by and interpreted in accordance with the laws of the Stateof Idaho, without regard to conflicts of law provisions. 

 

            G.        No Right to Company Assets

 

            Nothing in this Planshall be construed as giving the Participant, Participant's beneficiaries orany other person any equity or interest of any kind in the assets of theCompany or creating a trust of any kind or a fiduciary relationship of any kindbetween the Company and any such person.  As to any claim for payments dueunder the provisions of this Plan, the Participant, Participant's beneficiariesand any other persons having a claim for payments shall be unsecured creditorsof the Company.

 

Amended as of September 20, 2007 to add proration 

 

Amended as of November 15, 2007 to increase stock payment from$40,000 to $45,000 effective January 1, 2008 

 

Amended as of November 20, 2008 to permit deferrals 

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