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**Exhibit 10.30**

**IDACORP, Inc.**

**2000 LONG-TERM INCENTIVE AND COMPENSATION PLANPERFORMANCE SHARE AWARD AGREEMENT (Performance with two goals)**

 

[Date]

 

[Name][Address]

 

In accordance with the terms of the IDACORP, Inc. 2000Long-Term Incentive and Compensation Plan (the “Plan”), pursuant to action ofthe Compensation Committee (the “Committee”) of the Board of Directors,IDACORP, Inc. (the “Company”) hereby grants to you (the “Participant”), subjectto 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 attainmentof performance target levels (“Performance Shares”) and an opportunity to earn additionalPerformance Shares of Company common stock if performance exceeds targetlevels, as set forth below:

 

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| Date  of Grant:                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|---------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number  of Performance Shares (the “Target Award”): |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Maximum  Number of Additional Performance Shares:             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Performance  Period:                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 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

Vesting of  any additional Performance Shares (if at all) shall occur as soon as  administratively practicable, but no later than March 15 of the calendar year  following the Performance Period to the extent performance exceeds target levels |
| Dividends:                                                    | Dividends are accrued throughout the Performance Period  and paid as soon as administratively practicable, but no later than  March 15 of the calendar year 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 ASPROVIDED IN ANNEX A AND THE PLAN.

Further terms and conditions of the Award are set forth inAnnex A hereto, which is an integral part of this Performance Share AwardAgreement.

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Allterms, provisions and conditions applicable to the Award set forth in the Planand not set forth herein are hereby incorporated by reference herein.  To theextent any provision hereof is inconsistent with the Plan, the Plan willgovern.  The Participant hereby acknowledges receipt of a copy of thisPerformance Share Award Agreement including Annex A hereto and a copy of thePlan 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 ofPerformance Shares evidenced by thePerformance Share Award Agreement to which this is annexed is subject tothe following additional terms and conditions:

1.                 Nature of Award.  The Award represents the opportunity to receiveshares of Company common stock (“Shares”) and cash dividends on those Shares. The Award consists of uncertificated Shares registered in your name as of theDate of Grant, but subject to performance-based vesting conditions(“Performance Shares”).  Furthermore, if the combined performance resultsexceed target levels, additional Performance Shares are earned and distributedin proportion to this excess as determined pursuant to Section 2 hereof.  Theamount of dividends paid on Performance Shares shall be determined pursuant toSection 4 hereof.

2.                 Performance Goals and Determination of Number of Performance SharesEarned.

 

The number of PerformanceShares earned, if any, for the Performance Period shall be determined inaccordance with the following formula:

**#of Shares = Combined Payout Percentage X Target Award**

If the Combined PayoutPercentage is not greater than 100%, the “# of Shares” earned relates to thenumber of Performance Shares subject to the Target Award that vest.  Toillustrate, with a Target Award of 100 Performance Shares, a 90% CombinedPayout Percentage would result in 90% of the Target Award vesting (90Performance Shares).  If the Combined Payout Percentage is greater than 100%,all Performance Shares subject to the Target Award vest and additionalPerformance Shares equal to the “# of Shares” in excess of the Target Award areearned and distributed.  To illustrate, with a Target Award of 100 PerformanceShares, a 140% Combined Payout Percentage would result in 100% of thePerformance Shares subject to the Target Award vesting and 40 additionalPerformance Shares earned and distributed.  All Performance Shares that do notvest shall be forfeited. 

A-1

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The “Combined PayoutPercentage” is based on (i) the Company’s cumulative earnings per share(“CEPS”) for the Performance Period as set forth in the table below, weighted50% and (ii) the Company’s total shareholder return (“TSR”) relative tothat of the Peer Group defined herein (the “Percentile Rank”) for thePerformance Period, determined in accordance with the table set forth below,weighted 50%:

CEPS Table and Method ofCalculation:
| **CEPS  for  Performance Period**     | **Payout  Percentage  (% of Target Award)** |
|---------------------------------------|---------------------------------------------|
| $___  (“maximum”) or higher | 150%                                        |
| $___  (“target”)            | 100%                                        |
| $___  (“threshold”)         | 50%                                         |
| Less  than $___                       | 0%                                          |

Performance results betweenthreshold and target, and target and maximum, will be interpolated.

TSR Table and Method ofCalculation:
| **Percentile  Rank**

** **      | **Payout  Percentage  (% of Target Award)** |
|---------------------------------------|---------------------------------------------|
| 75th  (“maximum”) or higher | 150%                                        |
| 55th  (“target”)            | 100%                                        |
| 40th                                  | 50%                                         |
| Less  than 40th                       | 0%                                          |

Performance results betweenthreshold and target, and target and maximum, will be interpolated.

The Percentile Rank of a givencompany’s TSR is defined as the percentage of the Peer Group companies’ returnsfalling at or below the given company’s TSR.  The formula for calculating thePercentile Rank follows:

Percentile Rank = (n - r + 1)/n x 100

Where:

n =       total number of companies in thePeer Group, excluding the Company

r =        the numeric rank of theCompany’s TSR relative to the Peer Group, where  the highest return in thegroup is ranked number 1.

A-2

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To illustrate, if the Company’sTSR is the third highest in the Peer Group comprised of 29 companies, itsPercentile 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 berounded to the nearest whole percentage, with (.5) rounded up.

The “Peer Group” is defined asthose utility companies listed in the S&P MidCap 400 Index at the end ofthe Performance Period.

Total shareholder return is thepercentage change in the value of an investment in the common stock of acompany from the initial investment made on the last trading day in the calendaryear preceding the beginning of the Performance Period through the last tradingday in the final year of the Performance Period.  It is assumed that dividendsare reinvested in additional shares of common stock at the frequency paid.

The Combined Payout Percentageis 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 numberof Shares, with (.5) rounded up.

3.         Vesting of Performance Shares andIssuance of Performance Shares.  Subject to Section 2 and Section 8 hereof andArticle 13 of the Plan, vesting of Performance Shares subject to the TargetAward shall occur (if at all) as soon as administratively practicable in thecalendar year following the Performance Period to the extent the PerformanceGoals are met.  Subject to any restrictions on issuance of Performance Sharesunder the Plan, and subject to Section 8 hereof and Article 13 of the Plan, theissuance of additional Performance Shares earned (if any) pursuant to Section 2hereof shall occur as soon as administratively practicable, but no later thanMarch 15 of the calendar year following the Performance Period.

4.         Dividends.  The Participant shall beentitled to cash dividends accrued during the Performance Period with respectto Performance Shares subject to the Target Award that vest and any additionalPerformance Shares that are earned and distributed pursuant to Section 2hereof.  Any such dividends shall be paid in cash to the Participant as soon asadministratively practicable, but no later than March 15 of the calendar yearfollowing the Performance Period.

5.         Forfeiture and Transfer Restrictions.

A.        Forfeiture Restrictions. Except as provided otherwise in Section 6 hereof, if the Participant’semployment is terminated during the Performance Period, Performance Sharesshall be forfeited as of the date of termination.

B.        Transfer Restrictions. Performance Shares may not be sold, transferred, pledged, assigned, orotherwise alienated or hypothecated during the Performance Period.

A-3

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6.         Termination of Employment.  If theParticipant’s employment is terminated during the Performance Period (i) due tothe Participant’s death or Disability or (ii) due to the Participant’sRetirement, the number of Performance Shares subject to the Target Award thatvest (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 ifthe Participant had remained employed through the Performance Period, but shallbe reduced by multiplying the number of Performance Shares subject to theTarget Award that would otherwise be vested and the total number of PerformanceShares that would otherwise be earned times a fraction, the numerator of whichis 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 ofemployment and the denominator of which is the total number of whole months inthe Performance Period.  Any such vesting of Performance Shares subject to theTarget Award and any issuance of Performance Shares earned shall occur inaccordance with Section 3 hereof.

7.         Voting Rights and Custody. The Participant shall be entitled to vote Performance Shares subject to theTarget Award during the Performance Period; provided, however, that in no eventshall the Participant vote any such Performance Shares on or after the date offorfeiture.  Performance Shares subject to the Target Award shall be registeredin the name of the Participant and held in the Company’s custody during thePerformance Period.  The Participant shall not be entitled to vote thePerformance Shares in excess of the Target Award unless and until suchPerformance Shares are earned and distributed.

8.         TaxWithholding.  The Company may make such provisions as are necessary for thewithholding of all applicable taxes on all Performance Shares vested and earnedunder this Award, in accordance with Article 15 of the Plan.  With respect tothe minimum statutory tax withholding required with respect to such PerformanceShares, the Participant may elect to satisfy such withholding requirement byhaving the Company withhold Performance Shares from this Award.

9.         Ratificationof Actions.  By accepting this Award or other benefit under the Plan, theParticipant and each person claiming under or through him shall be conclusivelydeemed to have indicated the Participant’s acceptance and ratification of, andconsent 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 1221West Idaho Street, Boise, Idaho 83702; Attention: Corporate Secretary, and anynotice hereunder to the Participant shall be addressed to him at the addressspecified on the Performance Share Award Agreement, subject to the right ofeither party to designate at any time hereafter in writing some other address.

11.       Definitions. Capitalized terms not otherwise defined herein shall have the meanings giventhem in the Plan.

12. Governing Lawand Severability.  To the extent not preempted by Federal law, thePerformance Share Award Agreement will be governed by and construed inaccordance with the laws of the State of Idaho, without regard to conflicts oflaw provisions.  In the event any provision of the Performance Share AwardAgreement shall be held illegal or invalid for any reason, the illegality orinvalidity shall not affect the remaining parts of the Performance Share AwardAgreement, and the Performance Share Award Agreement shall be construed andenforced as if the illegal or invalid provision had not been included. A-4

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