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Exhibit 10(h)(iii)
IDACORP, Inc.
RESTRICTED STOCK PLAN
ARTICLE I
PURPOSE AND ELIGIBILITY
1.1
Purpose . The purpose of the Plan is to award shares
of common stock to certain officers and executives ("key
employees") of IDACORP, Inc. (the "Company") and its subsidiaries
to provide an equity-based incentive program to key employees that
encourages retention, facilities alignment of business decisions
with shareholder interests and recognizes key employees for
outstanding performance.
1.2
Eligibility . Subject to the determination of the
committee described in Section 2.2 herein, all officers and
key executives of the Company and its subsidiaries shall be
eligible to receive awards under the Plan. A person who
receives an award under the Plan is referred to herein as a
"Participant."
ARTICLE II
AWARDS
2.1
Shares Available for Awards . The maximum number of
shares which may be awarded from time to time under the Plan is
370,000. Shares of common stock awarded under the Plan
("Restricted Shares") shall be authorized but unissued shares of
common stock of the Company, treasury shares or shares purchased on
the open market. Restricted Shares which are not earned or
which are forfeited shall again be available for subsequent awards
under the Plan.
2.2
The Committee . All awards made hereunder shall
be made to such key employees as shall be determined solely by the
Compensation Committee of the Board of Directors of the Company
(the "Committee").
The Committee shall have full discretion and exclusive power,
subject to the provisions of the Plan, to select and determine the
key employees to whom awards are made, the times when awards are
made, the number of Restricted Shares granted, the length of the
restricted period (the "Restricted Period"), the applicable
restrictions, forfeiture provisions, performance criteria, if any,
dividend rights, if any, voting rights, if any, and any other
rights, terms and conditions it may choose to apply to such
awards.
The Committee shall have full power and authority to interpret
and apply the provisions of the Plan, and to prescribe, amend and
rescind such rules and regulations relating to the Plan as it shall
deem desirable. Any interpretation, determination or other
action taken by the Committee shall be final, binding and
conclusive. No member of the Committee shall be personally
liable for any action, determination or interpretation made in good
faith with respect to the Plan or awards made hereunder.
2.3
Awards .
(a)
The terms of each award, as determined solely by the Committee,
shall be set forth in a written agreement (a "Restricted Stock
Agreement") duly executed on behalf of the Company and the
Participant in such form as the Committee shall from time to time
approve.
(b)
A stock certificate representing the number of Restricted Shares
granted to a Participant shall be registered in the Participant's
name but shall be held in custody by the Company for the
Participant's account. The Participant shall not have the
right to vote such Restricted Shares or to receive dividends
thereon unless such rights are granted by the Committee. In
addition, the following restrictions shall apply:
(i) the Participant shall not be entitled to delivery of a
certificate until the expiration or termination of the Restricted
Period and the satisfaction of performance criteria, if any;
(ii) none of the Restricted Shares may be sold, transferred,
assigned, pledged, or otherwise encumbered or disposed of during
the Restricted Period, other than by will or the laws of descent
and distribution; and (iii) all of the Restricted Shares shall
be forfeited by the Participant without further obligation on the
part of the Company as of the date of the Participant's termination
of employment in accordance with the provisions of Section 3.1
hereof prior to the expiration or termination of the Restricted
Period. Upon the forfeiture of any Restricted Shares, such
forfeited shares shall be transferred to the Company without
further action by the Participant.
(c)
Upon the expiration or termination of the Restricted Period and the
satisfaction of performance criteria, if any, the restrictions
imposed on the appropriate Restricted Shares shall lapse and a
stock certificate for the number of Restricted Shares with respect
to which the restrictions have lapsed shall be delivered to the
Participant, free of all such restrictions, except any that may be
imposed by law or by the applicable Restricted Stock
Agreement. Except as provided under Section 5.3 hereof, no
payment will be required from the Participant upon the issuance or
delivery of any Restricted Shares.
2.4
Section 83(b) Election . A Participant who files
an election with the Internal Revenue Service to include the fair
market value of any Restricted Shares in gross income while they
are still subject to restrictions shall promptly furnish the
Company with a copy of such election together with the amount of
any federal, state, local or other taxes required to be withheld to
enable the Company to claim an income tax deduction with respect to
such election.
2.5
Adjustment in Event of Changes in Capitalization .
In the event of a recapitalization, stock split, stock dividend,
stock combination, exchange of shares, merger, consolidation,
acquisition or disposition of property or shares, reorganization,
liquidation, or other similar changes or transactions, of or by the
Company, the aggregate number of Restricted Shares shall be
appropriately adjusted and all provisions of this Plan with respect
to the number of Restricted Shares shall also be adjusted.
2
ARTICLE III
TERMINATION OF EMPLOYMENT;
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