Exhibit 10.10
Jan B. Packwood 2005 Restricted Stock Award Agreement
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
1/20/2005 - 4/15/2007
RESTRICTED STOCK AWARD AGREEMENT
January 20, 2005
Jan B. Packwood
1221 W. Idaho Street
Boise, Idaho 83702
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: January 20, 2005
Number of Shares of Restricted Stock: 16,000
Period of Restriction: Date of Grant through April 15, 2007
Performance Goal: N/A
Vesting Schedule: 50% of the Shares of Restricted Stock
subject to this Award shall vest on
April 15, 2006 and the remaining Shares
of Restricted Stock subject to this
Award shall vest on April 15, 2007.
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:/s/ Jon H. Miller
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Agreed:
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/s/ Jan B. Packwood
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Attachment: Annex A
2
ANNEX A
TO
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
RESTRICTED STOCK AWARD AGREEMENT
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 is terminated during the
Period of Restriction, unvested Shares of Restricted Stock subject to
this Award shall be forfeited as of the date of termination.
B. Transfer Restrictions. Unvested shares of Restricted Stock may not be
sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated during the Period of Restriction.
2. Termination of Employment. If the Participant's employment is terminated
during the Period of Restriction due to the Participant's death or Disability,
unvested Restricted Stock shall vest on the date of such termination of
employment with respect to a prorated number of Shares of Restricted Stock
determined by multiplying the total number of unvested Shares subject to this
Award times a fraction, the numerator of which is the number of whole months
having elapsed during the Period of Restriction as of the date of such
termination of employment and the denominator of which is the total number of
whole months in the Period of Restriction.
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.
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