Exhibit 10.30
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
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:
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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
defined in Annex A 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
Vesting of any additional Performance Shares (if at all) shall
occur as soon as administratively practicable, but no later than
March 15 of the calendar year following the Performance Period to
the extent performance exceeds target levels
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Dividends:
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Dividends are accrued throughout the Performance Period and paid as
soon as administratively practicable, but no later than March 15 of
the calendar year 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.
Further terms and conditions of the Award are set forth in Annex A
hereto, which is an integral part of this Performance Share Award
Agreement.
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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 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
3
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
uncertificated 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. To illustrate, with a Target Award of
100 Performance Shares, a 140% Combined Payout Percentage would
result in 100% of the Performance Shares subject to the Target
Award vesting and 40 additional Performance Shares earned and
distributed. All Performance Shares that do not vest shall be
forfeited.
A- 1
