UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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 17, 2005
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
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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
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Short-Term Incentive Compensation
---------------------------------
On February 17, 2005, the Compensation Committee (the "Committee") of the Boards
of Directors (the "Boards") of IDACORP, Inc. ("IDACORP") and Idaho Power Company
("IPC") awarded incentive payments based on the level of achievement under the
2004 IDACORP, Inc. Executive Incentive Plan (the "2004 Plan"), a copy of which
is attached hereto as Exhibit 10.1 and incorporated herein by reference. The
2004 Plan ties a portion of the annual compensation of the Chief Executive
Officer and each executive officer to achieving a certain financial goal. For
2004, the established financial goal was pre-incentive earnings on common stock
for IDACORP with a threshold, target and maximum level. The threshold level for
earnings on common stock was set at $67.5 million, with the target at $75.1
million and the maximum set at $82.1 million. The award opportunities varied by
position as a percentage of base salary with the award opportunities for the
Chief Executive Officer and the executive officers ranging from a minimum of 15
percent to a maximum of 100 percent. In 2004, IDACORP achieved pre-incentive
earnings on common stock of $81.76 million, and as a result, each executive
officer received an award equal to 97.6 percent of their maximum award
opportunity permitted under the 2004 Plan. The 2004 Plan does not permit the
payment of awards unless there is payment of awards under the IDACORP/IPC
Employee Incentive Plan. The performance levels within the goal were established
based upon forecasted performance for 2004.
Attached hereto as Exhibit 10.2 and incorporated herein by reference is the
IDACORP, Inc. 2004 Executive Incentive Plan NEO Incentive Chart indicating
amounts earned under the 2004 Plan for the named executive officers in the 2004
proxy statement for the Joint Annual Meeting of Shareholders of IDACORP and
Idaho Power Company and those expected to be named this year (the "NEOs").
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Number Description
10.1 IDACORP, Inc. 2004 Executive Incentive Plan
10.2 IDACORP, Inc. 2004 Executive Incentive Plan NEO Incentive Chart
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SIGNATURES
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 18, 2005
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
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INDEX TO EXHIBITS
Number Description
10.1 IDACORP, Inc. 2004 Executive Incentive Plan
10.2 IDACORP, Inc. 2004 Executive Incentive Plan NEO Incentive Chart
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