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): November 19,
2009
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Exact name of registrants as specified in |
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Commission |
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their charters, address of principal executive |
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IRS Employer |
File Number |
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offices and registrants telephone number |
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Identification Number |
1-14465 |
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IDACORP, Inc. |
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82-0505802 |
1-3198 |
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Idaho Power Company |
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82-0130980 |
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1221 W. Idaho Street |
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Boise, ID 83702-5627 |
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(208) 388-2200 |
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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
ITEM 5.02 DEPARTURE OF
DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Executive Officer
Compensation
On November 19, 2009, upon
recommendation of the Compensation Committee (the Committee) of the Board of
Directors (the Board) of Idaho Power Company (IPC), the Board increased Daniel
B. Minors annual base salary from $290,000 to $340,000 and increased his 2009
target short-term incentive award opportunity under the IDACORP, Inc. Executive
Incentive Plan (EIP) from 40 percent of annual base salary to 50 percent of
annual base salary. The compensation increases were effective as of October 3,
2009, and were in connection with Mr. Minors promotion effective October 1,
2009 from Senior Vice President-Delivery of IPC to Executive Vice President-Operations
of IPC. Based on the $340,000 base salary level and 50 percent incentive award
opportunity prorated as of October 3, 2009, Mr. Minors 2009 award opportunities
under the EIP have increased from $58,000 to $64,658 for threshold performance,
$116,000 to $129,315 for target performance, and $232,000 to $258,630 for
maximum performance. There were no long-term incentive award opportunity
increases for 2009.
Amendments to Security Plan for Senior Management
Employees II
On November 18, 2009, the Committee amended the Security
Plan for Senior Management Employees II (the SMSP), which provides certain
key employees of IPC, its subsidiaries and affiliates with supplemental
retirement benefits. The Board approved the SMSP, as amended, at its meeting
held on November 19, 2009.
As amended, the SMSP limits eligibility to participate after
December 31, 2009 to IPC officers and key employees with a pay grade of S4.
Key employees participating in the SMSP as of December 31, 2009 may continue
participating in the SMSP if they maintain a senior manager or officer pay
grade during their continuous employment with IPC. Before the SMSP was
amended, key employees designated by their employers and approved by the SMSPs
administrative committee were permitted to participate in the SMSP.
Participants in the SMSP as of December 31, 2009 are 100
percent vested in their benefits. Participants who become eligible for
participation in the SMSP after December 31, 2009 (the Post-2009 Participants)
become 100 percent vested in their benefits only after five years of
participation, with no partial vesting before that time.
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Benefits under the SMSP are equal to the participants
target retirement percentage multiplied by the participants final average
monthly compensation, as defined in the SMSP, less the amount of the
participants retirement benefits under the Idaho Power Company Retirement Plan
and the Idaho Power Company Security Plan for Senior Management Employees I.
For participants in the SMSP as of December 31, 2009, the target retirement
percentage is equal to six percent for each of the first 10 years of
participation plus an additional one percent for each year in excess of 10
years, with a maximum target retirement percentage of 75 percent. For Post-2009
Participants, the target retirement percentage is equal to five percent for
each of the first 10 years of participation plus an additional one percent for
each year in excess of 10 years, with a maximum target retirement percentage of
65 percent.
Effective January 1, 2018, the reduced target retirement
percentage will apply to all participants in the SMSP who are IPC officers or
employees with a pay grade of S4, regardless of when they commenced
participation in the SMSP, but this change will not reduce the benefits accrued
by these participants as of December 31, 2017. Effective as of December 31,
2017, the target retirement percentage accrued under the SMSP for all other
participants will be frozen.
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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: November 25, 2009
IDACORP,
Inc.
By: /s/
Darrel T. Anderson
Darrel T. Anderson
Executive Vice President -
Administrative Services
and Chief Financial Officer
IDAHO
POWER COMPANY
By: /s/
Darrel T. Anderson
Darrel T. Anderson
Executive Vice President -
Administrative Services
and Chief Financial Officer
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