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Exhibit 10(h)(vii)
IDACORP, Inc.
RESTRICTED STOCK PLAN
[DATES] PERIOD OF RESTRICTION
PERFORMANCE STOCK AGREEMENT
(performance vesting)
[Date]
[Name]
[Address]
In accordance with the terms of the IDACORP,
Inc. Restricted Stock 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 Stock 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:
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Date of Grant:
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__________, 200__
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Number of Shares of Restricted Stock:
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Restricted Period:
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__________ through ________________
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Performance Goal:
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Cumulative earnings per share ("CEPS") for the calendar years
________, ________ and ________ as reported on the audited
financial statements of the Company.
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Vesting Schedule:
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If CEPS are less than $____, no Shares shall vest;
If CEPS are at least $____, ______ Shares shall vest plus an
additional _______ Shares for every one cent increase in CEPS over
$____ up to but not including $____ in CEPS;
If CEPS are $____, all Shares granted shall vest; and if CEPS
are over $____, all Shares granted shall vest and an additional
grant of ________ Shares for every one cent increase in CEPS up to
and including $_____ in CEPS shall be made, without restrictions as
to vesting.
Vesting of Shares of Restricted Stock pursuant to the foregoing
schedule shall occur on _________ (the "Vesting Date").
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THESE SHARES OF RESTRICTED STOCK ARE SUBJECT TO
FORFEITURE AS PROVIDED IN ANNEX A AND THE PLAN.
1
[The Participant, in consideration of this grant
of Restricted Stock, by affixing his signature hereto, specifically
waives any rights he may have under Section 3.2, Change in Control,
of the Plan, as it was in effect prior to July 20, 2006, and hereby
consents to use of the definition of Change in Control as amended
on July 20, 2006, in connection with any prior grants made pursuant
to the Plan and still outstanding on the date hereto.]
Further terms and conditions of the Award are
set forth in Annex A hereto, which is an integral part of this
Performance Stock 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 Stock 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. RESTRICTED STOCK PLAN
PERFORMANCE ST
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