DIRECTOR / OFFICER IDACORP, Inc. NONQUALIFED STOCK OPTION AWARD AGREEMENT [Date]
Exhibit 10(h)(x)
DIRECTOR / OFFICER
IDACORP, Inc.
2000 LONG-TERM
INCENTIVE AND COMPENSATION PLAN
NONQUALIFED STOCK
OPTION 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 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 Option Award Agreement (including Annex A hereto and all
documents incorporated herein by reference) the rights and options (the
"Options") to purchase from the Company common stock, as set forth
below:
Number of Nonqualified Stock
Options: ___________
Number of Shares of Common Stock
to which Options Pertain: ___________
Date of Grant: ___________
Option Exercise Price: $__________
per share
Vesting: 20% per year, commencing on the first anniversary of the Date of Xxxxx
Expiration Date: Close
of business on ___________
Exercise Period: Date of Vesting through Expiration
Date
THESE OPTIONS 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 Option
Award Agreement.
All terms, provisions and
conditions applicable to the Awards 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 a provision
of the Plan, the provisions of the Plan will govern. The Participant hereby acknowledges receipt of a copy of this
Option 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:
___________________________
Attachment: Annex A
-2-
ANNEX A
TO
IDACORP, Inc.
2000 LONG-TERM
INCENTIVE AND COMPENSATION PLAN
NONQUALIFIED STOCK
OPTION AWARD AGREEMENT
1. Further Terms and Conditions of Options. It is understood and agreed that the Award
of Options evidenced by the Option Award Agreement to which this is annexed is
subject to the following additional terms and conditions:
A. Exercise of Options. After vesting, the Options may be exercised in whole or in part
from time to time by written notice of exercise delivered to IDACORP, Inc., at
the address set forth below, such notice to be received and effective not later
than the close of business on the Expiration Date, specifying the number of
shares of common stock to be purchased.
In the event that the Expiration Date shall fall on a day that is not a
regular business day at IDACORP, Inc.'s executive offices in Boise, Idaho, such
written notice must be delivered no later than the last regular business day
prior to the Expiration Date.
The Option Exercise Price upon
exercise of any Option shall be payable (a) in cash or its equivalent, (b) by
tendering previously acquired shares having an aggregate Fair Market Value at
the time of exercise equal to the total Option Exercise Price, (c) by
broker-assisted cashless exercise or (d) by a combination of (a),(b) and/or
(c).
B. Termination of Employment [Service as a Director].
Unvested Options
Upon any termination of employment
[of service as a Director], unvested Options shall be forfeited.
Vested Options
Death. If the Participant dies while still employed
[a Director], any vested Options, to the extent that they are then exercisable,
may be exercised at any time before the earlier of (x) the Expiration Date of
the Option and (y) one (1) year after the date of the Participant's death, by
the person designated in the Participant's last will and testament or by the
personal representative of the Participant's estate.
Disability. If the Participant's employment terminates
[resigns as a Director] because of Disability, any vested Options, to the
extent that they are then exercisable, may be exercised at any time before the
earlier of (x) the Expiration Date of the Option and (y) one (1) year after the
date of termination of employment [resignation], by the Participant or by a
person qualified or authorized to act on behalf of the Participant.
Cause. If a Participant's termination of employment
is [is removed as a Director] for cause, the right to exercise any vested
Options shall terminate with such termination of employment [removal]. For this purpose, the determination of the
Committee as to whether employment was terminated [the Director was removed]
for cause shall be final.
Retirement. If a Participant terminates employment
because of Retirement, any vested Options, to the extent that they are then
exercisable, may be exercised at any time before the earlier of (x) the
Expiration Date of the Option and (y) three (3) years after the date of
Retirement, by the participant or by a person qualified or authorized to act on
behalf of the Participant.
Other Termination of Employment
[Service]. If the Participant's
termination of employment [service] is for any reason other than death,
Disability, Retirement or cause, any vested Options, to the extent that they
are then exercisable, may be exercised at any time before the earlier of (x)
the Expiration Date of the Option and (y) three (3) months following the date
of the termination of employment [service].
2. Provisions of the Plan. 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 a provision of the Plan, the provisions of the Plan
will govern. The Participant hereby
acknowledges receipt of a copy of the Option Award Agreement including Annex A
and a copy of the Plan and agrees to be bound by all the terms and provisions
hereof and thereof.
3. Ratification of Actions. By accepting the 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.
4. 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 Option Award Agreement, subject to the right of either
party to designate at any time hereafter in writing some other address.
5. Definitions.
Capitalized terms not otherwise defined herein shall have the meanings
given them in the Plan.
6. Governing Law and Severability. To the extent not preempted by Federal law,
the Option 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 Option Award Agreement shall be held illegal or invalid for any reason,
the illegality or invalidity shall not affect the remaining parts of the Option
Award Agreement, and the Option Award Agreement shall be construed and enforced
as if the illegal or invalid provision had not been included.