Exhibit 10.5
IDACORP, Inc.
2000 Long-Term Incentive and Compensation Plan
Form of Restricted Stock Award Agreement (performance vesting)
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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:
Date of Grant:
Number of Shares of Restricted Stock:
Period of Restriction:
Date of Grant through ________________
Performance Goal:
Cumulative earnings
per share ("CEPS")
for the calendar years
____, ____ and
____, as reported on the Company's
audited financial statements
Vesting Schedule:
If CEPS are less than $____, no Shares
shall vest;
If CEPS are at least $____, ____
Shares shall
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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")
THESE SHARES OF RESTRICTED STOCK ARE
SUBJECT TO FORFEITURE AS PROVIDED IN ANNEX
A AND THE PLAN.
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:
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Attachment: Annex A
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ANNEX A
TO
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
RESTRICTED STOCK AWARD AGREEMENT (performance)
It is understood
and agreed that the Award of Restricted Stock evidenced by
the Restricted Stock Award Agreement to
which this is annexed is subject to the
following additional terms and
conditions:
1. Forfeiture and Transfer Restric
