Exhibit 10(h)(xxxiii)
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
PERFORMANCE SHARE AWARD AGREEMENT
(Performance with two goals)
[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 Performance Share Award Agreement (including Annex A and Annex
B hereto and all documents incorporated herein by reference), an
award of shares of Company common stock that are subject to the
attainment of performance target levels ("Performance Shares") and
an opportunity to earn additional Performance Shares of Company
common stock if performance exceeds target levels, as set forth
below:
Date of Grant:
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Number of Performance Shares (the
"Target Award"):
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Maximum Number of Additional
Performance Shares:
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Performance Period:
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Performance Goal:
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(i) Cumulative
earnings per share ("CEPS") for the Performance Period, as reported
on the Company's audited financial statements, weighted 50% and
(ii) IDACORP total shareholder return ("TSR") relative to the
Peer Group listed in Annex B for the Performance Period, weighted
50%
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Vesting Date:
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Vesting of the Performance Shares subject to the Target Award (if
at all) shall occur as soon as administratively practicable in the
calendar year following the Performance Period to the extent the
Performance Goals are met
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Dividends:
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Dividends are accrued throughout the Performance Period and paid as
soon as administratively practicable following the Performance
Period with respect to Performance Shares subject to the Target
Award that vest and any additional Performance Shares that
are earned and distributed
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THESE
PERFORMANCE SHARES ARE SUBJECT TO FORFEITURE AS PROVIDED IN ANNEX A
AND THE PLAN.
[The
Participant, in consideration of this grant of Performance Shares,
by affixing his signature hereto, specifically (i) 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 July 20, 2006, and to the amendments
made to Article 14 of the Plan on July 20, 2006, in connection with
any grants made pursuant to the Plan and still outstanding on the
date hereof; (ii) waives any rights he may have under the
definition of Change in Control contained in Section 2.6 of the
Idaho Power Company Security Plan for Senior Management Employees
II, 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 (iii) waives any rights he may have under the
definition of Change in Control contained in Section 3.2 of the
Idaho Power 1994 (now IDACORP, Inc.) Restricted Stock 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 July 20, 2006
in connection with any 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 and Annex B
hereto, which are an integral part of this Performance Share 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 Performance Share Award Agreement including Annex A
and Annex B 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 :
_________________________________
Attachments: Annex A
Annex B
ANNEX A
TO
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
PERFORMANCE SHARE AWARD AGREEMENT
(Performance with two goals)
It is understood and agreed that the Award of Performance Shares
evidenced by
the Performance Share Award
Agreement to which this is annexed is subject to the
following additional terms and conditions:
1. Nature of
Award. The Award represents the opportunity to receive shares
of Company common stock ("Shares") and cash dividends on those
Shares. The Award consists of Shares registered in your name
as of the Date of Grant, but subject to performance-based vesting
conditions ("Performance Shares"). Furthermore, if the
combined performance results exceed target levels, additional
Performance Shares are earned and distributed in proportion to this
excess as determined pursuant to Section 2 hereof. The amount
of dividends paid on Performance Shares shall be determined
pursuant to Section 4 hereof.
2.
Performance Goals and Determination of Number of Performance
Shares Earned .
The number of Performance Shares earned, if any, for the
Performance Period shall be determined in accordance with the
following formula:
# of Shares = Combined Payout Percentage X Target Award
If the Combined
Payout Percentage is not greater than 100%, the "# of Shares"
earned relates to the number of Performance Shares subject to the
Target Award that vest. To illustrate, with a Target Award of
100 Performance Shares, a 90% Combined Payout Percentage would
result in 90% of the Target Award vesting (90 Performance
Shares). If the Combined Payout Percentage is greater than
100%, all Performance Shares subject to the Target Award vest and
additional Performance Shares equal to the "# of Shares" in excess
of the Target Award are earned and distributed.
