IDACORP, Inc. PERFORMANCE SHARE AWARD AGREEMENT (Performance with two goals) [Date]
Exhibit 10.1
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
PERFORMANCE SHARE AWARD AGREEMENT
(Performance with two goals)
[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 Performance Share Award Agreement
(including Annex A hereto and all documents incorporated herein by reference),
an award of shares of Company common stock that are subject to the attainment
of performance target levels ("Performance Shares") and an opportunity to earn
additional Performance Shares of Company common stock if performance exceeds
target levels, as set forth below:
Date of Grant: |
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Number of Performance Shares (the "Target Award"): |
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Maximum Number of Additional Performance Shares: |
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Performance Period: |
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Performance Goal: |
(i) Cumulative earnings per share ("CEPS") for the Performance Period, as reported on the Company's audited financial statements, weighted 50% and (ii) IDACORP total shareholder return ("TSR") relative to the Peer Group defined in Annex A for the Performance Period, weighted 50% |
Vesting Date: |
Vesting of the Performance Shares subject to the Target Award (if at all) shall occur as soon as administratively practicable in the calendar year following the Performance Period to the extent the Performance Goals are met |
Dividends: |
Dividends are accrued throughout the Performance Period and paid as soon as administratively practicable following the Performance Period with respect to Performance Shares subject to the Target Award that vest and any additional Performance Shares that are earned and distributed |
THESE PERFORMANCE SHARES ARE SUBJECT TO FORFEITURE AS PROVIDED IN ANNEX A AND THE PLAN.
[The Participant, in consideration of this grant of Performance Shares, by affixing his signature hereto, specifically waives any rights he may have under the definition of Peer Group as it was set forth in Annex A and Annex B to the 2000 Long-Term Incentive and Compensation Plan Performance Share Award Agreement (performance with two goals) for any Performance Share grants (performance with two goals) made pursuant to the Plan and outstanding on the date hereof and hereby consents to the use of the definition of Peer Group as defined in Annex A hereto, in connection with such Performance Share grants.]
Further terms and conditions of the Award are set forth in Annex A hereto, which is an integral part of this Performance Share Award Agreement.
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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 Performance Share 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
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ANNEX A
TO
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN
PERFORMANCE SHARE AWARD AGREEMENT
(Performance with two goals)
It is understood and agreed that the Award of Performance Shares evidenced by the Performance Share Award Agreement to which this is annexed is subject to the following additional terms and conditions:
1. Nature of Award. The Award represents the opportunity
to receive shares of Company common stock ("Shares") and cash dividends on
those Shares. The Award consists of uncertificated Shares registered in your
name as of the Date of Xxxxx, but subject to performance-based vesting
conditions ("Performance Shares"). Furthermore, if the combined performance
results exceed target levels, additional Performance Shares are earned and distributed
in proportion to this excess as determined pursuant to Section 2 hereof. The
amount of dividends paid on Performance Shares shall be determined pursuant to
Section 4 hereof.
2. Performance Goals and Determination of Number of
Performance Shares Earned.
The
number of Performance Shares earned, if any, for the Performance Period shall
be determined in accordance with the following formula:
# of Shares = Combined Payout Percentage X Target
Award
If
the Combined Payout Percentage is not greater than 100%, the "# of Shares"
earned relates to the number of Performance Shares subject to the Target Award
that vest. To illustrate, with a Target Award of 100 Performance Shares, a 90%
Combined Payout Percentage would result in 90% of the Target Award vesting (90
Performance Shares). If the Combined Payout Percentage is greater than 100%,
all Performance Shares subject to the Target Award vest and additional
Performance Shares equal to the "# of Shares" in excess of the Target Award are
earned and distributed. To illustrate, with a Target Award of 100 Performance
Shares, a 140% Combined Payout Percentage would result in 100% of the
Performance Shares subject to the Target Award vesting and 40 additional
Performance Shares earned and distributed. All Performance Shares that do not
vest shall be forfeited.
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The
"Combined Payout Percentage" is based on (i) the Company's cumulative earnings
per share ("CEPS") for the Performance Period as set forth in the table below,
weighted 50% and (ii) the Company's total shareholder return ("TSR") relative
to that of the Peer Group defined herein (the "Percentile Rank") for the
Performance Period, determined in accordance with the table set forth below,
weighted 50%:
CEPS
Table and Method of Calculation:
CEPS for | Payout Percentage |
Performance Period | (% of Target Award) |
$___ ("maximum") or higher | 150% |
$___ ("target") | 100% |
$___ ("threshold") | 50% |
Less than $___ | 0% |
Performance
results between threshold and target, and target and maximum, will be
interpolated.
TSR
Table and Method of Calculation:
Percentile Rank | Payout Percentage |
(% of Target Award) | |
75th ("maximum") or higher | 150% |
55th ("target") | 100% |
40th | 50% |
Less than 40th | 0% |
Performance
results between threshold and target, and target and maximum, will be interpolated.
The
Percentile Rank of a given company's TSR is defined as the percentage of the
Peer Group companies' returns falling at or below the given company's TSR. The
formula for calculating the Percentile Rank follows:
Percentile Rank = (n - r + 1)/n x 100
Where:
n = total number of companies in the Peer Group, excluding the Company
r = the numeric rank of the Company's TSR relative to the Peer Group, where the highest return in the group is ranked number 1.
To
illustrate, if the Company's TSR is the third highest in the Peer Group
comprised of 29 companies, its Percentile Rank would be 93, which would result
in a TSR Payout Percentage (weighted 50%) of 150%. The calculation is: (29 - 3
+ 1)/29 x 100 = 93.
The
Percentile Rank shall be rounded to the nearest whole percentage, with (.5)
rounded up.
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The
"Peer Group" is defined as those utility companies listed in the S&P MidCap
400 Index at the end of the Performance Period.
Total
shareholder return is the percentage change in the value of an investment in
the common stock of a company from the initial investment made on the last
trading day in the calendar year preceding the beginning of the Performance
Period through the last trading day in the final year of the Performance
Period. It is assumed that dividends are reinvested in additional shares of
common stock at the frequency paid.
The
Combined Payout Percentage is determined by dividing the sum of the CEPS and
TSR Payout Percentages by 2. The total number of Shares earned shall be
rounded to the nearest whole number of Shares, with (.5) rounded up.
3. Vesting
of Performance Shares and Issuance of Performance Shares. Subject to
Section 2 and Section 8 hereof and Article 14 of the Plan, vesting of
Performance Shares subject to the Target Award shall occur (if at all) as soon
as administratively practicable in the calendar year following the Performance
Period to the extent the Performance Goals are met. Subject to any
restrictions on issuance of Performance Shares under the Plan, and subject to
Section 8 hereof and Article 14 of the Plan, the issuance of additional
Performance Shares earned (if any) pursuant to Section 2 hereof shall occur as
soon as administratively practicable in the calendar year following the
Performance Period.
4. Dividends.
The Participant shall be entitled to cash dividends accrued during the
Performance Period with respect to Performance Shares subject to the Target
Award that vest and any additional Performance Shares that are earned and
distributed pursuant to Section 2 hereof. Any such dividends shall be paid in
cash to the Participant as soon as administratively practicable following the
Performance Period.
5. Forfeiture
and Transfer Restrictions.
A. Forfeiture
Restrictions. Except as provided otherwise in Section 6 hereof, if the
Participant's employment is terminated during the Performance Period,
Performance Shares shall be forfeited as of the date of termination.
B. Transfer
Restrictions. Performance Shares may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated during the Performance Period.
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6. Termination
of Employment. If the Participant's
employment is terminated during the Performance Period (i) due to the Participant's death or Disability or (ii) due to the Participant's Retirement, the number of
Performance Shares subject to the Target Award that vest (if any) and the
number of additional Performance Shares earned
(if any) shall be determined in accordance with the provisions of Section 2
hereof as if the Participant had remained employed through the Performance
Period, but shall be reduced by multiplying the number of Performance
Shares subject to the Target Award that would otherwise be vested and the total
number of Performance Shares that would otherwise be earned times a fraction,
the numerator of which is the total number of months (with any partial month
treated as a whole month) remaining in the Performance Period as of the date of
such termination of employment and the denominator of which is the total number
of whole months in the Performance Period. Any such vesting of Performance
Shares subject to the Target Award and any issuance of Performance Shares
earned shall occur in accordance with Section 3 hereof.
7. Voting Rights and Custody.
The Participant shall be entitled to vote Performance Shares subject to the
Target Award during the Performance Period; provided, however, that in no event
shall the Participant vote any such Performance Shares on or after the date of
forfeiture. Performance Shares subject to the Target Award shall be registered
in the name of the Participant and held in the Company's custody during the
Performance Period. The Participant shall not be entitled to vote the
Performance Shares in excess of the Target Award unless and until such
Performance Shares are earned and distributed.
8. Tax
Withholding. The Company may make such provisions as are necessary for the
withholding of all applicable taxes on all Performance Shares vested and earned
under this Award, in accordance with Article 16 of the Plan. With respect to
the minimum statutory tax withholding required with respect to such Performance
Shares, the Participant may elect to satisfy such withholding requirement by
having the Company withhold Performance Shares from this Award.
9. 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.
10. 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 Performance Share Award Agreement, subject to the right of
either party to designate at any time hereafter in writing some other address.
11. Definitions. Capitalized terms not otherwise defined
herein shall have the meanings given them in the Plan.
12. Governing Law and Severability. To the extent
not preempted by Federal law, the Performance Share 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 Performance Share Award Agreement shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining
parts of the Performance Share Award Agreement, and the Performance Share
Award Agreement shall be construed and enforced as if the illegal or invalid
provision had not been included.
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