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EXHIBIT 10(o)-7
AVISTA CORPORATION
PERFORMANCE AWARD AGREEMENT
This Performance Award Agreement (the
"Agreement") is made by and between Avista
Corp., a Washington Corporation (the
"Company") and the individual named in
section 1 (the "Participant") and selected
by the Avista Corp. Organization and
Compensation Committee (the "Plan
Administrator").
WHEREAS, Performance Awards are granted
under the amended and restated Avista
Corp. Long-term Incentive Plan and the
Avista Corp. 2000 Non-Officer Employee
Long-Term Incentive Plan (the "Mirror
Plan") (collectively, the "Plans"). The
terms and conditions of the Performance
Awards are set forth below and in the
Plans, which are incorporated into this
Agreement by reference.
NOW, THEREFORE, in consideration of the
premises contained herein and in the
Plans, it is agreed as follows:
1. TERMS OF PERFORMANCE AWARDS. The terms
of the Performance Awards are set
forth as follows:
(a)
The
"Participant" is (name).
(b)
The "Grant Date"
is (grant date).
(c)
The number of
eligible "Performance Awards" shall be (number) units.
"Performance Awards" granted under this Agreement are units
that
will be reflected in a book account maintained by the Company
during
the Performance Cycle, and that will be settled in cash or shares
of
Avista Corp. Common Stock to the extent provided in this
Agreement
and the Plans.
(d)
The "Performance
Cycle" is the period beginning on (beginning
date)and ending on (ending date).
2. GRANT. Subject to the terms of this
Agreement and the Plans, the Participant
is hereby granted the number of Performance
Awards as set forth in section 1.
3. SETTLEMENT OF PERFORMANCE AWARDS. The
Company shall deliver to the
Participant one share of Avista Corp.
Common Stock (or cash equal to the Fair
Market Value of one share of Common Stock)
for each Performance Award earned by
the Participant, as determined in
accordance with the provisions of Exhibit 1,
which is attached to and forms a part of
this Agreement. The earned Performance
Award payable to the Participant shall be
paid in shares of Common Stock or in
cash (based on the Fair Market Value of the
Common Stock as determined as of the
first business day next following the last
day of the Performance Cycle), or in
a combination of the two, as determined by
the Plan Administrator in its sole
discretion, except that cash shall be
distributed in lieu of any fractional
share of Common Stock. The Participant may
elect to defer part or all of the
payment, whether payable in Common Stock or
cash, consistent with the provisions
of the Avista Corp. Executive Deferral
Plan.
4. TIME OF PAYMENT. Except as otherwise
provided in this Agreement, payment of
Performance Awards earned will be delivered
as soon as feasible after the end of
the Performance Cycle.
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5. DIVIDEND EQUIVALENT RIGHTS. Any
Performance Awards may, in the Plan
Administrator's discretion, earn Dividend
Equivalent Rights. In respect of any
Performance Award that is outstanding on
the dividend record date for Common
Stock, the Participant may be credited with
an amount equal to the cash
distributions that would have been paid on
the shares of Common Stock covered by
such Award had such covered shares been
issued and outstanding on such dividend
record date. Dividend Equivalent Rights are
to be paid in cash based on the
total number of Performance Awards earned
at the end of the Performance Cycle
and delivered as soon as feasible after the
Performance Cycle. Dividend
Equivalent Rights are subject to all
applicable taxes, which are the
responsibility of the Participant. The
Participant may elect to defer part or
all of the payment, consistent with the
provisions of the Avista Corp. Executive
Deferral Plan.
6. TERMINATION OF EMPLOYMENT DURING
PERFORMANCE CYCLE. Except as otherwise
provided in section 7, this section 6 shall
apply if the Participant's
employment terminates during a Performance
Cycle. If the Participant's
employment with the Company and/or
Subsidiaries terminates during the
Performance Cycle because of Retirement,
Disability, or death, the Participant
shall be entitled to a prorated value of
the Performance Award earned in
accordance with Exhibit 1, determined at
the end of the Performance Cycle, and
based on the ratio of the number of whole
months the Participant is employed
during the Performance Cycle to the total
number of months in the Performance
Cycle (36). If the Participant's employment
with the Company and/or Subsidiaries
terminates during the Performance Cycle for
any reason other than Retirement,
Disability, or death, the Performance Award
granted under this Agreement will be
forfeited on the Date of Termination (as
defined in section 9(b)); provided,
however, that in such circumstances, the
Plan Administrator, in its sole
discretion, may determine that the
Participant will be entitled to receive a
prorated or other portion of the
Performance Award. In case of termination for
Cause, the Performance Award granted shall
automatically terminate upon first
notification to the Participant of such
termination, unless the Plan
Administrator determines otherwise. If a
Participant's employment with the
Company is suspended pending an
investigation of whether the Participant shall
be terminated for Cause, all the
Participant's rights under any Award likewise
shall be suspended during the period of
investigation. The effect of a
Company-approved leave of absence on the
terms and conditions of an Award shall
be determined by the Plan Administrator, in
its sole discretion.
7. CHANGE IN CONTROL. If a Change in
Control occurs during the Performance
Cycle, and the Participant's Date of
Termination (as defined in section 9(b))
does not occur before the Change in Control
date, the Participant shall be
entitled to a prorated value of the
Performance Award that would have been
earned by the Participant in accordance
with Exhibit 1, determined as of the
date of the Change in Control, prorated
based on the ratio of the number of
whole months the Participant is employed
during the Performance Cycle through
the date of the Change in Control, to the
total number of months in the
Performance Cycle; provided, however, that
a Payout Factor of at least 100% as
set forth in Exhibit 1 for the Performance
Cycle shall be deemed to have been
achieved as of the date of the Change in
Control. Notwithstanding the provisions
of sections 3, 4, and 5, the value of the
Performance Award, and any Dividend
Equivalent Right, earned in accordance with
the foregoing provisions of this
section shall be delivered to the
Participant in a lump sum cash payment as soon
as feasible after the occurrence of a
Change in Control, with the value of a
Performance Award equal to the Fair Market
Value of a share of Common Stock
determined under the provision of section 3
as of the date of the Change in
Control. Distributions to the Participant
under sections 3 and 5 shall not be
affected by payments under this section,
except that the number of Performance
Awards and Dividend Equivalent Rights
earned by and payable to the Participant
shall be reduced by the number of
Performance Awards and Dividend Equivalent
Rights with respect to which payment
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was made to the Participant under this
section. The Participant shall not be
required to repay any amounts to the
Company on account of any distribution made
under this section for any reason,
including failure to achieve any performance
objectives.
8. TAXES. The Participant is liable for any
and all taxes, including withholding
taxes, arising out of the grant, vesting,
payment or settlement of any
Performance Awards and Dividend Equivalent
Rights. The Company shall have the
right to require the Participant to remit
to the Company, or to withhold from
any Dividend Equivalent
