IDAHO POWER COMPANY
Exhibit
10(h)(iv)
IDAHO POWER COMPANY
1994
RESTRICTED STOCK PLAN
____________ RESTRICTED PERIOD
RESTRICTED 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. Except as provided in
subsection (f) below, vesting of the Shares on January 1, ______ is subject to
the Executive's continued employment with the Company through December 31,
_____.
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 on the date of termination of
employment, death or retirement, as the case may be, 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. Any dividends received prior to
the end of the Restricted Period on forfeited Shares shall be retained 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:____________________________