Exhibit 10.4
IDACORP, Inc.
2000 Long-Term Incentive and Compensation Plan
Form of Restricted Stock Award Agreement (time vesting)
DIRECTOR / OFFICER
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
[DATES] PERIOD OF RESTRICTION
RESTRICTED STOCK AWARD AGREEMENT
[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: N/A
Vesting Schedule: All of the Shares of Restricted Stock
subject to this Award shall vest on
___________ if the Participant remains
[employed][on the Board of Directors of
the Company or a Subsidiary]
through the Period of Restriction.
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
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 on the date
of such termination of [employment][service] with respect to a prorated number
of Shares of Restricted Stock determined by multiplying the total number of
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][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 0000 Xxxx Xxxxx Xxxxxx, Xxxxx, Xxxxx 00000; 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.
