Exhibit 10.5
IDACORP, Inc.
2000 Long-Term Incentive and Compensation Plan
Form of Restricted Stock Award Agreement (performance vesting)
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
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
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 Restrictions.
A. Forfeiture Restrictions. Except as provided otherwise in Section 2 of
this Annex A, if the Participant's [employment][service] is terminated
during the Period of Restriction, the Shares of Restricted Stock
subject to this Award shall be forfeited as of the date of
termination.
B. Transfer Restrictions. The Restricted Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated
during the Period of Restriction.
2. Termination of [Employment][Service]. If the Participant's
[employment][service] is terminated during the Period of Restriction (i) due to
the Participant's death or Disability or (ii) due to the Participant's
retirement with the approval of the Committee, the Restricted Stock shall vest,
if at all, on the Vesting Date in accordance with the Vesting Schedule set forth
in the Restricted Stock Award Agreement, but the number of Shares that vests
shall be reduced by multiplying the total number of Shares of Restricted Stock
that vested times a fraction, the numerator of which is the total number of
months (with any partial month treated as a whole month) remaining in the Period
of Restriction as of the date of such termination of [employment][service] and
the denominator of which is the total number of whole months in the Period of
Restriction. For purposes of this Section 2, determination of whether a
Participant's employment is terminated due to the Participant's retirement shall
be made in the sole discretion of the Committee and the Committee's
determination shall be final.
3. Vesting of Restricted Stock. Except as provided otherwise in Article 14 of
the Plan and Sections 1 or 2 of this Annex A, the Restricted Stock shall vest in
accordance with the Vesting Schedule set forth in the Restricted Stock Award
Agreement. Any Shares that do not vest shall be forfeited.
4. Voting Rights, Dividends and Custody. The Participant shall be entitled to
vote and receive regular cash dividends paid with respect to the Shares subject
to this Award during the Period of Restriction; provided, however, that in no
event shall the Participant vote or receive
dividends paid with respect to any forfeited Shares on or after the date of
forfeiture. The Shares subject to this Award shall be registered in the name of
the Participant and held in the Company's custody during the Period of
Restriction.
5. Tax Withholding. The Company may make such provisions as are necessary for
the withholding of all applicable taxes on the Restricted Stock, in accordance
with Article 16 of the Plan. With respect to the minimum statutory tax
withholding required with respect to the Restricted Stock, the Participant may
elect to satisfy such withholding requirement by having the Company withhold
Shares from this Award.
6. Ratification of Actions. By accepting this Award or other benefit under the
Plan, the Participant and each person claiming under or through him shall be
conclusively deemed to have indicated the Participant's acceptance and
ratification of, and consent to, any action taken under the Plan or the Award by
IDACORP, Inc.
7. Notices. Any notice hereunder to IDACORP, Inc. shall be addressed to its
office at 1221 West Idaho Street, Boise, Idaho 83702; Attention: Corporate
Secretary, and any notice hereunder to the Participant shall be addressed to him
at the address specified on the Restricted Stock Award Agreement, subject to the
right of either party to designate at any time hereafter in writing some other
address.
8. Definitions. Capitalized terms not otherwise defined herein shall have the
meanings given them in the Plan.
9. Governing Law and Severability. To the extent not preempted by Federal law,
the Restricted Stock Award Agreement will be governed by and construed in
accordance with the laws of the State of Idaho, without regard to conflicts of
law provisions. In the event any provision of the Restricted Stock Award
Agreement shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Restricted Stock Award
Agreement, and the Restricted Stock Award Agreement shall be construed and
enforced as if the illegal or invalid provision had not been included.