IDAHO POWER COMPANY
Exhibit 10(h)(v)
IDAHO POWER COMPANY
1994 RESTRICTED STOCK PLAN
____________ RESTRICTED PERIOD
PERFORMANCE STOCK AGREEMENT
THIS AGREEMENT, entered into by and between Idaho Power Company, an Idaho
corporation (the "Company"), and ___________________, an individual
residing at __________________ (the "Executive"), effective as of
____________, ______.
WITNESSETH:
WHEREAS, the Company has adopted the Idaho Power Company 1994 Restricted
Stock Plan (the "Plan") for the purpose of providing an equity-based incentive
program to its key employees;
WHEREAS, the Executive has been designated by the Compensation Committee
(the "Committee") of the Board of Directors of the Company as
eligible to participate under the Plan for the ____________ Restricted Period;
and
WHEREAS, the Committee has determined to make a grant to the Executive
for the ____________ Restricted Period in consideration of his services to the
Company.
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
1. The Executive is hereby
granted effective as of _____________, _____, _________ shares of IDACORP, Inc.
Common Stock, $-0- par value per share (the "Shares"), subject to the
restrictions as set forth in the Plan and to the following restrictions and
rights during the ____________ Restricted Period:
a. The Restricted Period
shall extend from the date of grant through December 31, _______. If the
vesting conditions set forth in subsection (e) below are satisfied, vesting
shall occur on January 1, ________.
b. The Executive shall have the right to vote
the Shares.
c. The Executive shall
receive dividends on the Shares.
d. The Shares shall be
registered in the name of the Executive and held in custody by the Company.
e. Vesting of the Shares
on January 1, ___________ is subject to the Executive's continued employment
through the Restricted Period (except as otherwise provided in subsection (f)
below) and attainment of the following performance goal: cumulative earnings
per share ("CEPS") for the calendar years ________, _________ and
_________ as reported on the audited financial statements of the Company. 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. Any
Shares that do not vest shall be forfeited by the Executive at the end of the
Restricted Period. Any dividends
received prior to the end of the Restricted Period on forfeited Shares shall be
retained by the Executive.
f. In the case of death
or disability of the Executive during the Restricted Period, or with the
approval of the Committee upon the Executive retiring from the Company during
the Restricted Period, the Shares will vest, if at all, on January 1, _______
in accordance with the provisions set forth in subsection (e) above, but the
number of Shares that vest shall be immediately reduced pro rata based on the
number of whole months having elapsed during the Restricted Period before the
death, disability or retirement of the Executive occurred, and that number of
Shares by which the grant has been reduced shall be immediately forfeited. Upon
the Executive's termination of employment during the Restricted Period for any
other reason, all Shares will be forfeited by the Executive.
2. The Executive agrees, and the
Committee hereby approves, that the Company shall make such provisions as are
necessary or appropriate for the withholding of all applicable taxes on this
award, in accordance with Section 5.3 of the Plan. With respect to the minimum statutory tax withholding required
upon vesting of this award, the Executive may elect to satisfy such withholding
requirement by having the Company withhold Shares from this award.
3. In the event of the
Executive's death, the terms of this Agreement and the Plan shall be binding
upon the Executive's estate and beneficiaries.
4. This Agreement may not be
changed, altered or modified except by a written agreement signed by the party
against whom such change, alteration, or modification is sought to be enforced.
5. This Agreement shall be
construed in accordance with, and shall be subject to the provisions of, the
Plan, a copy of which has been provided to the Executive and by which the
Executive agrees to be bound.
The undersigned have executed this Agreement as of the day and year first
above written.
IDAHO POWER
COMPANY
By:_________________________________
EXECUTIVE
By:_________________________________