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Exhibit 10(h)(xviii)
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION
PLAN
[DATES] PERIOD OF RESTRICTION
RESTRICTED STOCK AWARD AGREEMENT
(Performance)
[Date]
[Name]
[Address]
In accordance with the terms of the IDACORP,
Inc. 2000 Long-Term Incentive and Compensation Plan (the "Plan"),
pursuant to action of the Compensation Committee (the "Committee")
of the Board of Directors, IDACORP, Inc. (the "Company") hereby
grants to you (the "Participant"), subject to the terms and
conditions set forth in this Restricted Stock Award Agreement
(including Annex A hereto and all documents incorporated herein by
reference), an award of restricted shares of Company common stock
(the "Restricted Stock"), as set forth below:
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Date of Grant:
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Number of Shares of Restricted Stock:
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Period of Restriction:
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___________ through ________________
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Performance Goal:
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Cumulative earnings per share ("CEPS") for the calendar years
____, ____ and ____, as reported on the Company's audited financial
statements
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Vesting Schedule:
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If CEPS are less than $____, no Shares shall vest;
If CEPS are at least $____, ____ Shares shall vest, plus an
additional __ Share(s) for every one cent increase in CEPS over
$____ up to but not including $____ in CEPS; and
If CEPS are at least $____, ____ Shares shall vest (the "Target
Award"), plus an additional __ Share(s) for every one cent increase
in CEPS over $____ up to and including $____ in CEPS
Vesting of Shares of Restricted Stock pursuant
to the foregoing schedule shall occur on ____________ (the "Vesting
Date")
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THESE SHARES OF RESTRICTED STOCK ARE SUBJECT TO
FORFEITURE AS PROVIDED IN ANNEX A AND THE PLAN.
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[The Participant, in consideration of this grant
of Restricted Stock, by affixing his signature hereto, specifically
waives any rights he may have under the definition of Change in
Control, contained in Section 2.5 of the Plan, as it was in effect
prior to July 20, 2006, and hereby consents to the use of the
definition of Change in Control as amended on July 20, 2006, and to
the amendments made to Article 14 of the Plan on July 20, 2006, in
connection with any prior grants made pursuant to the Plan and
still outstanding on the date hereof.]
Further terms and conditions of the Award are
set forth in Annex A hereto, which is an integral part of this
Restricted Stock Award Agreement.
All terms, provisions and conditions applicable
to the Award set forth in the Plan and not set forth herein are
hereby incorporated by reference herein. To the extent any
provision hereof is inconsistent with the Plan, the Plan will
govern. The Participant hereby acknowledges receipt of a copy
of this Restricted Stock Award Agreement including Annex A hereto
and a copy of the Plan and agrees to be bound by all the terms and
provisions hereof and thereof.
IDACORP, Inc.
By:______________________________
Agreed :
___________________________
Attachment: Annex A
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ANNEX A
TO
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION
PLAN
RESTRICTED STOCK AWARD
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