SHARE-BASED COMPENSATION SHARE-BASED COMPENSATION:

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

IDACORP has one share-based compensation plan — the 2000 Long-Term Incentive and Compensation Plan (LTICP). The LTICP (for officers, key employees, and directors) permits the grant of stock options, restricted stock and restricted stock units (together, Restricted Stock), performance shares and performance-based units (together, Performance-Based Shares), and several other types of share-based awards. At December 31, 2019, the maximum number of shares available under the LTICP was 613,394.

Restricted Stock and Performance-Based Shares Awards

Restricted Stock awards have three-year vesting periods and entitle the recipients to dividends or dividend equivalents, as applicable, and voting rights, except that holders of restricted stock units do not have voting rights until the units are vested and settled in shares. Unvested awards are restricted as to disposition and subject to forfeiture under certain circumstances. The fair value of these awards is based on the closing market price of common stock on the grant date and is charged to compensation expense over the vesting period, reduced for any forfeitures during the vesting period.

Performance-Based Shares awards have three-year vesting periods and entitle the recipients to voting rights, except that holders of performance-based units do not have voting rights until the units are vested and settled in shares. Unvested awards are restricted as to disposition, subject to forfeiture under certain circumstances, and subject to the attainment of specific performance conditions over the three-year vesting period. The performance conditions are two equally-weighted metrics, cumulative earnings per share (CEPS) and total shareholder return (TSR) relative to a peer group. Depending on the level of attainment of the performance conditions and the year issued, the final number of shares awarded can range from zero to 200 percent of the target award. Dividends or dividend equivalents, as applicable, are accrued during the vesting period and paid out based on the final number of shares awarded.

The grant-date fair value of the CEPS portion is based on the closing market value at the date of grant, reduced by the loss in time-value of the estimated future dividend payments. The fair value of this portion of the awards is charged to compensation expense over the requisite service period based on the estimated achievement of performance targets, reduced for any forfeitures during the vesting period. The grant-date fair value of the TSR portion is estimated using the market value at the date of grant and a statistical model that incorporates the probability of meeting performance targets based on historical returns

relative to the peer group. The fair value of this portion of the awards is charged to compensation expense over the requisite service period, provided the requisite service period is rendered, regardless of the level of TSR metric attained.

A summary of Restricted Stock and Performance-Based Shares award activity is presented below. Idaho Power share amounts represent the portion of IDACORP amounts related to Idaho Power employees:



	IDACORP				Idaho Power
	Number of Shares/Units		Weighted-Average Grant Date Fair Value		Number of Shares/Units		Weighted-Average Grant Date Fair Value
Nonvested shares/units at January 1, 2019	206,035		$	81.31	204,859		$	81.31
Shares/units granted	98,868		92.58		98,362		92.59
Shares/units forfeited	(4,640	)	94.57		(4,640	)	94.57
Shares/units vested	(97,353	)	71.95		(96,761	)	71.95
Nonvested shares/units at December 31, 2019	202,910		$	90.99	201,820		$	90.99

The total fair value of shares vested was $9.4 million in 2019, $8.3 million in 2018, and $7.5 million in 2017. At December 31, 2019, IDACORP had $7.9 million of total unrecognized compensation cost related to nonvested share-based compensation. Idaho Power's share of this amount was $7.8 million. These costs are expected to be recognized over a weighted-average period of 1.7 years. IDACORP uses original issue and/or treasury shares for these awards.

In 2019, a total of 9,594 shares were awarded to directors at a grant date fair value of $98.41 per share. Directors elected to defer receipt of 3,198 of these shares, which are being held as deferred stock units with dividend equivalents reinvested in additional stock units.

Compensation Expense: The following table shows the compensation cost recognized in income and the tax benefits resulting from the LTICP, as well as the amounts allocated to Idaho Power for those costs associated with Idaho Power’s employees (in thousands of dollars):



	IDACORP						Idaho Power
	2019		2018		2017		2019		2018		2017
Compensation cost	$	8,788	$	9,362	$	7,384	$	8,639	$	9,276	$	7,304
Income tax benefit⁽¹⁾	2,262		2,410		2,887		2,224		2,388		2,856

(1) Due to tax reform, the effective income tax rate was reduced in 2018 for both IDACORP and Idaho Power, which is described in Note 2 - "Income Taxes."

No equity compensation costs have been capitalized. These costs are primarily reported within "Other operations and maintenance" expense on the consolidated statements of income.