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**Exhibit10.25**

**AMENDEDAND RESTATED CHANGE IN CONTROL AGREEMENT**

**BETWEENIDACORP, INC.**

**AND**

**______________________**

 

THIS AMENDEDAND RESTATED CHANGE IN CONTROL AGREEMENT (the "Agreement"), is by andbetween IDACORP, Inc., an Idaho corporation (the "Corporation") and__________________ (the "Executive") and is effective on the dateestablished pursuant to Section 15 of this Agreement (the "EffectiveDate").

 

WI T N E S S E T H:

 

WHEREAS, theExecutive is a valuable employee of the Corporation or a Subsidiary of theCorporation, an integral part of its management, and a key participant in thedecision-making process relative to short-term and long-term planning andpolicy for the Corporation; and 

 

WHEREAS, theCorporation wishes to encourage the Executive to continue his career andservices with the Corporation or a Subsidiary, as the case may be, following aChange in Control; and

 

            WHEREAS, theExecutive and the Corporation are parties to a Change in Control Agreementdated [       ] (the "Prior Agreement"), and the Executive and theCorporation desire to change certain terms of the Prior Agreement to addresschanges in tax laws and to revise and clarify certain other terms of the PriorAgreement; and

 

            WHEREAS, theExecutive and the Corporation have agreed that this Agreement shall supersedeand replace the Prior Agreement; and

 

WHEREAS, theBoard has determined that it would be in the best interests of the Corporationand its shareholders to assure continuity in the management of theCorporation's, including Subsidiaries', administration and operations in theevent of a Change in Control by entering into this Agreement with theExecutive;

 

NOW THEREFORE,it is hereby agreed by and between the parties hereto as follows:

 

1.         Definitions.

 

a.         "Board" shall mean the Board of Directors of theCorporation.

 

b.         "Cause"shall mean the Executive's fraud or dishonesty which has resulted or is likelyto result in material economic damage to the Corporation or a Subsidiary of theCorporation, as determined in good faith by a vote of at least two-thirds ofthe non-employee directors of the Corporation at a meeting of the Board atwhich the Executive is provided an opportunity to be heard.

 

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c.         "Changein Control" shall mean:

 

(i) any person(as such term is defined in Section 3(a)(9) of the Securities Exchange Act of1934 (the "1934 Act") and as used in Section 13(d) of the 1934 Act),excluding (A) the Corporation or any Subsidiary, (B) a corporation or otherentity owned, directly or indirectly, by the stockholders of the Corporationimmediately prior to the transaction in substantially the same proportions astheir ownership of stock of the Corporation, (C) an employee benefit plan (orrelated trust) sponsored or maintained by the Corporation or any Subsidiary or(D) an underwriter temporarily holding securities pursuant to an offering ofsuch securities ("Person")) is the beneficial owner (as defined inRule 13d-3 under the 1934 Act), directly or indirectly, of 20% or more of thecombined voting power of the then outstanding voting securities eligible tovote generally in the election of directors of the Corporation; provided,however, that no Change in Control will be deemed to have occurred as a resultof a change in ownership percentage resulting solely from an acquisition ofsecurities by the Corporation;

 

(ii)        anyPerson has commenced a tender or exchange offer to acquire any stock of theCorporation (or securities convertible into stock) for cash, securities or anyother consideration provided that, after the closing of the offer with fullshareholder subscription, such Person would be the beneficial owner (as definedin Rule 13d-3 under the 1934 Act), directly or indirectly, of 20% or more ofthe combined voting power of the then outstanding voting securities eligible tovote generally in the election of directors of the Corporation (calculated asprovided in Paragraph (d) of Rule 13d-3 under the 1934 Act in the case ofrights to acquire stock);

 

(iii)       allrequired shareholder approvals have been obtained for a merger, consolidation,reorganization or share exchange, or sale of all or substantially all of theassets, of the Corporation or Idaho Power Company (a "QualifyingTransaction"), unless, immediately following such Qualifying Transaction,all of the following have occurred: (A) all or substantially all of thebeneficial owners of the Corporation immediately prior to such QualifyingTransaction will beneficially own in substantially the same proportions,directly or indirectly, more than 50% of the combined voting power of the thenoutstanding voting securities entitled to vote generally in the election ofdirectors of the corporation or other entity resulting from such QualifyingTransaction (including, without limitation, a corporation or other entitywhich, as a result of such transaction, owns the Corporation or all orsubstantially all of the Corporation's assets either directly or through one ormore subsidiaries) (as the case may be, the "Successor Entity"), (B)no Person will be the beneficial owner (as defined in Rule 13d-3 under the 1934Act), directly or indirectly, of 20% or more of the combined voting power ofthe then outstanding voting securities eligible to vote generally in theelection of directors of the Successor Entity and (C) at least a majority ofthe members of the board of directors of the Successor Entity will be IncumbentDirectors;

 

(iv)       shareholderapproval of a complete liquidation or dissolution of the Corporation or IdahoPower Company; or

 

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(v)        withina 24-month period, individuals who were directors of the Board immediatelybefore such period ("Incumbent Directors") cease to constitute atleast a majority of the directors of the Board; provided, however, that anydirector who was not a director of the Board at the beginning of such periodshall be deemed to be an Incumbent Director if the election or nomination forelection of such director was approved by the vote of at least two-thirds ofthe directors of the Board then still in office (A) who were in office at thebeginning of the 24-month period or (B) whose election or nomination forelection was so approved, in each case, unless such individual was elected ornominated as a result of an actual or threatened election contest or as aresult of an actual or threatened solicitation of proxies or consents by or onbehalf of any Person other than the Board; or 

 

(vi)       consummationof any transaction described in Section 1(c)(iii) or 1(c)(iv) if suchtransaction was not approved by shareholders.

 

For avoidance of doubt,transactions for the purpose of dividing Idaho Power Company's assets intoseparate distribution, transmission or generation entities or such otherentities as the Corporation or Idaho Power Company may determine shall notconstitute a Change in Control unless so determined by the Board.

 

Upon the Board's determinationthat (x) a tender offer that constituted a Change in Control under Section1(c)(ii) will not result in a Person becoming the beneficial owner (as definedin Rule 13d-3 under the 1934 Act), directly or indirectly, of 20% or more ofthe combined voting power of the then outstanding voting securities eligible tovote generally in the election of directors of the Corporation or (y) theQualifying Transaction described in Section 1(c)(iii) will not be closed or (z)a complete liquidation or dissolution of the Corporation or Idaho Power Companythat was approved by shareholders, as described in Section 1(c)(iv), will notoccur, a Change in Control shall be deemed not to have occurred from such dateof determination forward, and this Agreement shall continue in effect as if noChange in Control had occurred except to the extent a Separation from Servicerequiring payments under this Agreement occurs prior to such Boarddetermination. 

 

d.         "Code"shall mean the Internal Revenue Code of 1986, as amended.

 

e.         "Compensation"shall mean the sum of (i) the Executive's annual base salary at the time ofSeparation from Service (or, if greater, at the time of a termination ofemployment that does not constitute a Separation from Service) and (ii) theExecutive's target annual incentive award in the year of the Separation fromService (or, if greater, at the time of a termination of employment that doesnot constitute a Separation from Service) (or, if as of the date of the Separationfrom Service (or termination of employment, as the case may be) no targetannual incentive award has yet been determined for the year of the Separationfrom Service, the target annual incentive award for the prior year). 

 

f.          "ConstructiveDischarge" shall mean any of the following:

 

(i)         anymaterial failure by the Corporation to comply with any of the provisions ofthis Agreement;

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(ii)        theCorporation or a Subsidiary of the Corporation requiring the Executive to bebased at any office or location more than 50 miles from the location at whichthe Executive was based on the day prior to the Change in Control;

 

(iii)       areduction which is more than de minimis in (A) the Executive's annual rate ofbase salary or maximum annual incentive award opportunity, (B) the long-termincentive compensation the Executive has the opportunity to earn, determined inthe aggregate if multiple long-term incentive opportunities exist or (C) thecombined annual benefit accrual rate under the Corporation's qualified defined benefitpension plan and/or the Idaho Power Company Security Plan for Senior ManagementEmployees, as in effect immediately prior to the Change in Control (except ifsuch reduction is a part of a reduction for all executive officers);

 

(iv)       theCorporation's failure to require a successor entity to assume and agree toperform the Corporation's obligations pursuant to Section 9; or

 

(v)        areduction which is more than de minimis in the long term disability and lifeinsurance coverage provided to the Executive under the Corporation's lifeinsurance and long term disability plans as in effect immediately prior to theChange in Control.

 

No such event describedhereunder shall constitute Constructive Discharge unless the Executive hasgiven written notice to the Corporation specifying the event constituting suchConstructive Discharge within 90 days of the initial existence of such event(but in no event later than the Ending Date) and the Corporation has notremedied such within 30 days of receipt of such notice. The Corporation andExecutive, upon mutual written agreement, may waive any of the foregoingprovisions which would otherwise constitute a Constructive Discharge.

 

g.         "CoveragePeriod" shall begin on the Starting Date and end on the Ending Date.

 

h.         "Disability"shall mean an injury or illness which permanently prevents the Executive fromperforming services to the Corporation and which qualifies the Executive forpayments under the Corporation's long term disability plan, which for purposesof this Agreement shall be the Idaho Power Company Long Term Disability Plan.

 

i.          "EndingDate" shall be the date which is 36 full calendar months following thedate on which a Change in Control occurs or if the Change in Control isshareholder approval pursuant to Section 1(c)(iii) or 1(c)(iv), the date whichis 36 months following the consummation of the transaction subject to suchshareholder approval. 

 

j.          "Separationfrom Service" shall mean "separation from service," as that termis used in Code Section 409A(a)(2)(A)(i).

 

k.         "StartingDate" shall be the date on which a Change in Control occurs.

 

l.          "Subsidiary"means any corporation of which more than 50% of the outstanding stock havingordinary voting power to elect a majority of the board of directors of suchcorporation is now or hereafter owned, directly or indirectly, by theCorporation. 

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2.         Term.

 

This Agreementshall be effective as of the Starting Date and shall continue thereafter untilthe 36 month anniversary of the later of (i) such date or (ii) if the Change inControl causing the Agreement to be effective is shareholder approval pursuantto Section 1(c)(iii) or 1(c)(iv), the date of the consummation of thetransaction subject to such shareholder approval; provided, however, theCorporation's obligations, if any, to provide payments and/or benefits pursuantto Section 3 of this Agreement and the obligations of the Corporation and theExecutive under Section 5 of this Agreement shall survive the termination ofthis Agreement.

 

3.         SeveranceBenefits.

 

a.         Ifthe Executive experiences a Separation from Service effected by the Corporation(and/or, if the Executive is employed by one or more Subsidiaries, effected bythe Corporation and/or such Subsidiary or Subsidiaries) for any reason otherthan Cause (and not due to death or Disability) (for avoidance of doubt,transfer of employment between or among the Corporation and any of itsSubsidiaries shall not constitute a Separation from Service effected by theCorporation or a Subsidiary for purposes of this Agreement), or effected by theExecutive in the event of a Constructive Discharge, in either case at any timeduring the Coverage Period, then, 

 

(i)         theCorporation shall pay or cause to be paid to the Executive (or if the Executivedies after Separation from Service but before receiving all payments to whichhe has become entitled hereunder, to the estate of the Executive) the followingamounts:

 

(A) accruedbut unpaid salary and accrued but unused vacation and sick time in accordancewith the Corporation's or a Subsidiary's, as the case may be, Flexible Time Offor similar program, as may be amended from time to time, with such payment tobe made within five business days after such Separation from Service; and

 

(B) subject toSection 17, a lump sum cash amount equal to two and one-half times theExecutive's Compensation (the "Severance Payment"), with such paymentto be made on the first business day that is 60 days after such Separation fromService, subject to the provisions of Section 19 hereof; and

 

(ii)        subjectto Section 17, the Executive shall be entitled to the following additionalseverance benefits:

 

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(A)notwithstanding anything in any other award notice or agreement providingotherwise, as applicable, (1) all of the Executive's outstanding stock optionsand stock appreciation rights shall become vested and exercisable as of thedate Severance Payments are paid; (2) all of the Executive's outstanding sharesof restricted stock and restricted stock units shall become vested in full (attarget levels for any performance-based restricted stock or restricted stockunits) as of the date Severance Payments are paid and shall be paid on the datethe Severance Payments are paid; and (3) the target payout opportunity underall of the Executive's outstanding performance units or performance shares (orother similar awards with performance-based vesting) shall become vested attarget levels as of the date Severance Payments are paid and shall be paid onthe date the Severance Payments are paid;

 

(B) outplacementservices commencing within 12 months of the date of the Separation from Serviceand extending for a period of not more than 12 months, the scope and providerof which shall be selected by the Executive in his sole discretion (but at atotal cost to the Corporation of not more than $12,000); and

 

(C) continuedcoverage for Executive and, as applicable, the Executive's covered dependentsunder the Corporation's group health plans and other welfare benefit plans(within the meaning of Section 3(1) of the Employee Retirement Income SecurityAct of 1974, as amended) to the extent the Executive elects to receive suchcoverage and pays a monthly premium equal to the COBRA premium for such grouphealth coverage and the full monthly cost for such other welfare benefits (the"Elected Continuation Coverage").  Any such Elected ContinuationCoverage shall be provided, to the extent the Company is able to provide it orto arrange for the provision of such benefits from another provider,  on thesame basis (excluding premiums) as is provided to the Corporation's activelyemployed executives and their dependents, as applicable, until the earlier of(i) twenty-four (24) months after the Executive's Separation from Service or(ii) the date the Executive is first eligible for comparable coverage with asubsequent employer.  As a separate payment under this Agreement, for eachmonth such Elected Continuation Coverage continues under this Section3(a)(ii)(C), the Corporation shall pay to the Executive a monthly reimbursementpayment so that, after withholding of all applicable taxes on suchreimbursement payment, the Executive retains an amount equal to the excess ofthe COBRA premium and the full monthly cost for such Elected ContinuationCoverage over the active employee cost for such coverage.

 

b.         Notwithstandinganything to the contrary contained in this Agreement, if the Executive'sSeparation from Service is effected by the Executive for any reason (unless,prior to such Separation from Service, the Corporation has given notice to theExecutive that it intends to effect a Separation from Service for Cause) in thefirst full calendar month following the one year anniversary of the Change inControl (provided, that, (i) in the case of a Change in Control under Section 1(c)(ii),the one year anniversary shall be the first anniversary of the date the tenderoffer is completed, provided the tender offer has resulted in a Person becomingthe beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly orindirectly, of 20% or more of the combined voting power of the then outstandingvoting securities eligible to vote generally in the election of directors ofthe Corporation and (ii) in the case of a Change in Control under Section1(c)(iii) or 1(c)(iv), the one year anniversary shall be the first anniversaryof the date of the consummation of the transaction or event constituting theChange in Control), the Corporation shall pay (or cause to be paid) to theExecutive (or the Executive's estate upon death) the amounts and provide to theExecutive the benefits provided under Section 3(a); provided, however, theSeverance Payment calculated under Section 3(a)(i)(B) shall be multiplied by2/3, and the continuation period specified in Section 3(a)(ii)(C) shall be for18 months rather than 24 months.

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c.         (i)        If Independent Tax Counsel (as that term is defined below) determinesthat the aggregate payments and benefits provided or to be provided to theExecutive pursuant to this Agreement, and any other payments and benefitsprovided or to be provided to the Executive from the Corporation or any of itsSubsidiaries or other affiliates or any successors thereto constitute"parachute payments" as defined in Section 280G of the Code (or anysuccessor provision thereto) ("Parachute Payments") that would besubject to the excise tax imposed by Section 4999 of the Code (the "ExciseTax"), then, except as otherwise provided in the next sentence, suchParachute Payments shall be reduced to the extent the Independent Tax Counselshall determine is necessary (but not below zero) so that no portion thereofshall be subject to the Excise Tax. If Independent Tax Counsel determines thatthe Executive would receive in the aggregate greater payments and benefits onan after tax basis if the Parachute Payments were not reduced pursuant to thisSection 3(c), then no such reduction shall be made; provided, however, that insuch case the provisions of Sections 3(c)(ii) and 3(c)(iii) shall not beoperative. The determination of which payments or benefits shall be reduced toavoid the Excise Tax shall be made by the Independent Tax Counsel, providedthat the Independent Tax Counsel shall reduce or eliminate, as the case may be,payments or benefits in the order that it determines will produce the requireddeduction in total Parachute Payments with the least reduction in economicvalue to the Executive of such payments.  The determination of the IndependentTax Counsel under this subsection (i) shall be final and binding on all partieshereto.  For purposes of this Section 3(c), "Independent Tax Counsel"shall mean a lawyer, a certified public accountant with a nationally recognizedaccounting firm, or a compensation consultant with a nationally recognizedactuarial and benefits consulting firm with expertise in the area of executivecompensation tax law, who shall be selected by the Corporation and shall beacceptable to the Executive (the Executive's acceptance not to be unreasonablywithheld), and whose fees and disbursements shall be paid by the Corporation.

 

(ii)        TheExecutive shall notify the Corporation in writing within 30 days of any claimby the Internal Revenue Service that, if successful, would require the paymentby the Executive of an Excise Tax. Upon receipt of such notice, the Corporationmay, in its sole discretion, either contest such claim, provide the Executivewith an additional payment (a "Gross-Up Payment") intended toreimburse the Executive for any such Excise Tax and all taxes (including anyExcise Tax) imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes (except to the extent such interest orpenalty results from the Executive's failure to act in accordance with theCorporation's or a Subsidiary's reasonable directions or the Executive'sfailure to exercise due care) or do nothing. If the Corporation notifies theExecutive in writing that it desires to contest such claim and that it willbear the costs and provide the indemnification as required by this sentence,the Executive shall:

 

(A)       givethe Corporation any information reasonably requested by the Corporationrelating to such claim,

 

(B)       takesuch action in connection with contesting such claim as the Corporation shallreasonably request in writing from time to time, including, without limitation,accepting legal representation with respect to such claim by an attorneyreasonably selected by the Corporation,

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(C)       cooperatewith the Corporation in good faith in order to effectively contest the claim,and

 

(D)       permitthe Corporation to participate in any proceedings relating to the claim;provided, however, that the Corporation shall pay (or cause to be paid)directly all costs and expenses (including any interest and penalties, exceptto the extent such interest or penalty results from the Executive's failure toact in accordance with the Corporation's or a Subsidiary's reasonabledirections or the Executive's failure to exercise due care) incurred inconnection with the contest and shall indemnify and hold the Executive harmless,on an after-tax basis, for any Excise Tax or income or other tax, includinginterest and penalties with respect thereto (except to the extent such interestor penalty results from the Executive's failure to act in accordance with theCorporation's or a Subsidiary's reasonable directions or the Executive'sfailure to exercise due care), imposed as a result of such representation andpayment of costs and expenses. The Corporation shall control all proceedingstaken in connection with such contest; provided, however, that if theCorporation directs the Executive to pay such claim and sue for a refund, theCorporation shall, unless prohibited by law, advance (or cause to be advanced)the amount of such payment to the Executive, on an interest-free basis and shallindemnify and hold the Executive harmless, on an after-tax basis, from anyExcise Tax or income or other tax, including interest or penalties with respectthereto (except to the extent such interest or penalty results from theExecutive's failure to act in accordance with the Corporation's or aSubsidiary's reasonable directions or the Executive's failure to exercise duecare), imposed with respect to such advance or with respect to any imputedincome with respect to such advance. If the advancement described in thepreceding sentence is prohibited by law, the Corporation and the Executiveshall cooperate in an effort to determine an alternative approach to payment ofthe claim in a manner permitted by applicable law and consistent with originalintent and economic benefit to the Executive of this provision.

 

(iii)       If,after the receipt by the Executive of an amount advanced by the Corporationpursuant to Section 3(c)(ii), the Executive becomes entitled to receive arefund with respect to a payment by the Corporation with respect to such claim,the Executive shall, within 10 days after the receipt of such refund, pay tothe Corporation the amount of such refund, together with any interest paid orcredited thereon after taxes applicable thereto. 

 

(iv)       Notwithstandinganything herein to the contrary, this Section 3(c) shall be interpreted (and,if determined by the Corporation to be necessary, reformed) to the extentnecessary to fully comply with the Sarbanes-Oxley Act and Section 409A of theCode; provided that the Corporation agrees to maintain, to the maximum extentpracticable, the original intent and economic benefit to the Executive of theapplicable provision without violating the provisions of the Sarbanes-Oxley Actand Code Section 409A.

 

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d.         Inthe event of any Separation from Service described in Section 3(a) or Section3(b), the Executive shall be under no obligation to seek other employment, andthere shall be no offset against amounts due the Executive under this Agreementon account of any remuneration attributable to any subsequent employment;provided, however, to the extent the Executive receives medical and healthbenefits from a subsequent employer, medical and health benefits providedpursuant to Section 3(a)(ii)(C) shall be secondary to those received from thesubsequent employer.

 

e.         Itis intended that the payments and benefits provided under this Agreement are inlieu of, and not in addition to, severance payments and benefits provided underany severance, change in control or similar plan or policy of the Corporationor a Subsidiary or under any other severance, change in control or similaragreements with the Corporation or any Subsidiary, whether written or oral. 

 

4.         Natureof Obligation.

 

TheCorporation shall not be required to establish a special or separate fund orother segregation of assets to assure payments under this Agreement, and, ifthe Corporation shall make any investments to aid it in meeting its obligationshereunder, the Executive shall have no right, title or interest in or to anysuch investments except as may otherwise be expressly provided in a separatewritten instrument relating to such investments. Nothing contained in thisAgreement, and no action taken pursuant to its provisions, shall create or beconstrued to create a trust of any kind or a fiduciary relationship between theCorporation and the Executive or any other person. To the extent that anyperson acquires a right to receive payments under this Agreement such rightshall be no greater than the right of an unsecured creditor.

 

5.         FullSettlement; Litigation Expenses; Arbitration.

 

a.         Exceptas provided below, the Corporation's obligation to make or cause to be made thepayments provided for in this Agreement and otherwise to perform itsobligations hereunder shall not be affected by any set-off, counterclaim,recoupment, defense or other claim, right or action which the Corporation or aSubsidiary may have against the Executive or others.  The Corporation agrees topay, upon written demand therefor by the Executive, all legal fees and expensesthe Executive reasonably incurs during his or her lifetime as a result of anydispute or contest (regardless of the outcome thereof) by or with theCorporation or others regarding the validity or enforceability of, or liabilityunder, any provision of this Agreement, plus in each case, interest at theapplicable Federal rate provided for in Section 7872(f)(2) of the Code.Notwithstanding the foregoing, the Executive agrees to repay to the Corporationany such fees and expenses reimbursed by the Corporation if and to the extentthat the Corporation or such others obtains a judgment or determination thatthe Executive's claim was frivolous or was without merit from the arbitrator ora court of competent jurisdiction from which no appeal may be taken, whetherbecause the time to do so has expired or otherwise. In any such action broughtby the Executive for damages or to enforce any provisions of this Agreement, heshall be entitled to seek both legal and equitable relief and remedies,including, without limitation, specific performance of the Corporation'sobligations hereunder, in his sole discretion.

 

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b.         Inthe event of any dispute or difference between the Corporation and theExecutive with respect to the subject matter of this Agreement and theenforcement of rights hereunder, either the Executive or the Corporation may,by written notice to the other, require such dispute or difference to besubmitted to arbitration. The arbitrator or arbitrators shall be selected byagreement of the parties or, if they cannot agree on an arbitrator orarbitrators within 30 days after the Executive has notified the Corporation ofhis desire to have the question settled by arbitration, then the arbitrator orarbitrators shall be selected by the American Arbitration Association (the"AAA") upon the application of the Executive. The determinationreached or award rendered in such arbitration shall be final and binding onboth parties without any right of appeal or further dispute, subject to theapplicable state or federal laws relating to arbitration determinations orawards. Enforcement of an arbitration award by such arbitrator may be sought inany court of competent jurisdiction. The arbitrators shall not be bound byjudicial formalities and may abstain from following the strict rules ofevidence and shall interpret this Agreement as an honorable engagement and notmerely as a legal obligation. Unless otherwise agreed by the parties, any sucharbitration shall take place in Boise, Idaho, and shall be conducted inaccordance with the Rules of the AAA. The Executive's expenses for suchproceeding shall be paid, or repaid to the Corporation as the case may be, asprovided in subsection (a) of this Section 5.

 

6.         TaxWithholding.

 

The Corporationmay withhold from any payments made under this Agreement all federal, state orother taxes as shall be required pursuant to any law or governmental regulationor ruling.

 

7.         EntireUnderstanding.

 

This Agreementcontains the entire understanding between the Corporation and the Executivewith respect to the subject matter hereof and supersedes any prior severance,change in control or similar agreement between the Corporation and theExecutive (including, without limitation, the Prior Agreement by and betweenthe Corporation and the Executive; provided, however, that, except as otherwiseprovided in this Section 7 and in Sections 3(c) and 3(e), this Agreement shallnot affect or operate to reduce any benefit or compensation inuring to theExecutive of any kind elsewhere provided. 

 

8.         Severability.

 

If, for anyreason, any one or more of the provisions or part of a provision contained inthis Agreement shall be held to be invalid, illegal or unenforceable in anyrespect, such invalidity, illegality or unenforceability shall not affect anyother provision or part of a provision of this Agreement not held so invalid,illegal or unenforceable, and each other provision or part of a provision shallto the full extent consistent with law continue in full force and effect.

 

9.         Consolidation,Merger, or Sale of Assets.

 

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If theCorporation consolidates or merges into or with, or transfers all orsubstantially all of its assets to, another entity the term"Corporation" as used herein shall mean such other entity and thisAgreement shall continue in full force and effect. In the case of anytransaction in which a successor would not by the foregoing provision or byoperation of law be bound by this Agreement, the Corporation shall require suchsuccessor expressly and unconditionally to assume and agree to perform theCorporation's obligations under this Agreement, in the same manner and to thesame extent that the Corporation would be required to perform if no suchsuccession had taken place.

 

10.       Notices.

 

All notices,requests, demands and other communications required or permitted hereundershall be given in writing and shall be deemed to have been duly given ifdelivered or mailed, postage prepaid, first class as follows:

 

to theCorporation:

 

IDACORP, Inc.

Attention:General Counsel

P.O. Box 70

Boise, Idaho83707

 

to theExecutive:

 

At the address(or to the facsimile number) last shown on the records of the Corporation.

 

or to such other address aseither party shall have previously specified in writing to the other.

 

11.       NoAttachment.

 

Except asrequired by law, no right by the Executive or his estate to receive paymentsunder this Agreement shall be subject to anticipation, commutation, alienation,sale, assignment, encumbrance, charge, pledge or hypothecation or to execution,attachment, levy or similar process or assignment by operation of law, and anyattempt, voluntary or involuntary, to effect any such action shall be null,void and of no effect. 

 

12.       BindingAgreement.

 

This Agreementshall be binding upon, and shall inure to the benefit of, the Executive and theCorporation and their respective permitted successors and assigns. 

 

13.       Modificationand Waiver.

 

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Prior to thedate of a Change in Control or, if earlier, the date of a public announcementof a transaction or event which if consummated would be a Change in Control("Pre-Change in Control Event"), this Agreement may be terminated,modified or amended by action of a majority of the members of the Board. Aftera Change in Control or Pre-Change in Control Event, this Agreement may not beterminated, modified or amended except by an instrument in writing signed bythe parties hereto. No term or condition of this Agreement shall be deemed tohave been waived, nor shall there be any estoppel against the enforcement ofany provision of this Agreement, except by written instrument signed by theparty charged with such waiver or estoppel. No such written waiver shall bedeemed a continuing waiver unless specifically stated therein, and each such waivershall operate only as to the specific term or condition waived and shall notconstitute a waiver of such term or condition for the future or as to any actother than that specifically waived.

 

14.       Headingsof No Effect.

 

The sectionheadings contained in this Agreement are included solely for convenience ofreference and shall not in any way affect the meaning or interpretation of anyof the provisions of this Agreement.

 

15.       EffectiveDate and Executive Acknowledgments.

 

This Agreementshall become effective on the Starting Date. The Executive acknowledges that hehas read and understands the provisions of this Agreement. The Executivefurther acknowledges that he has been given an opportunity for his legalcounsel to review this Agreement and that the provisions of this Agreement arereasonable and that he has received a copy of this Agreement.

 

16.       NotCompensation for Other Plans.

 

Except foramounts paid pursuant to Section 3(a)(i)(A) that are considered compensation,earnings or wages for purposes of any employee benefit plan of the Corporationor its Subsidiaries, it is understood by all parties hereto that amounts paidand benefits provided hereunder are not to be considered compensation, earningsor wages for purpose of any employee benefit plan of the Corporation or itsSubsidiaries, including, but not limited to, the qualified retirement plan orthe Idaho Power Company Security Plan.

 

17.       Release.

 

Notwithstandingany provision herein to the contrary, if (and only if), within five daysfollowing the date of the Executive's Separation from Service, the Corporationprovides the Executive a release of the Corporation, its Subsidiaries and otheraffiliates and related parties (in such form as the Corporation may reasonablydetermine) of all claims against the Corporation, its Subsidiaries and otheraffiliates and related parties relating to the Executive's service andseparation therefrom, the Corporation shall not have any obligation to pay (orcause to be paid) any amount or provide any benefit under Section 3 of thisAgreement (other than those amounts provided for in Section 3(a)(i)(A) unlessthe Executive executes such release and any revocation period applicable tosuch release has expired before the sixtieth day following the date of the Executive'sSeparation from Service.  If the release has not been executed by the Executiveand has not become irrevocable by the applicable deadline provided in the priorsentence, any amounts under Section 3 of this Agreement(other than those amounts provided for in Section 3(a)(i)(A)) shall beforfeited.

 

18.       GoverningLaw.

 

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To the extentnot preempted by Federal law, this Agreement and its validity, interpretation,performance, and enforcement shall be governed by the laws of Idaho, withoutregard to conflicts of law provisions.

 

19.       CodeSection 409A.

 

a.         Tothe extent applicable, this Agreement is intended to comply with therequirements of Section 409A of the Code and any regulations and guidanceissued thereunder ("Section 409A") and shall be interpretedaccordingly.

 

b.         Tothe extent applicable, it is intended that all payments and benefits providedpursuant to this Agreement upon or following a Separation from Service qualifyas short-term deferrals under Treasury Regulation Section 1.409A-1(b)(4) to themaximum extent possible.  Any installment payments or reimbursements under thisAgreement are to be treated as a series of separate payments for purposes ofSection 409A.  Notwithstanding any provision to the contrary in this Agreement,if it is determined that any amounts to be providedpursuant to this Agreement constitute deferred compensation for purposes ofSection 409A ("Deferred Compensation Payments") and if****theExecutive is deemed to be a "Specified Employee" (as that term isused in Code Section 409A(a)(2)(B)) on the date of the Executive's Separationfrom Service, as determined under the Corporation's policy for determiningspecified employees, any such Deferred Compensation Payments that are deemedpayable due to a Separation from Service for purposes of Section 409A and are requiredto be delayed until the first business day after the date that is six monthsfollowing the Executive's Separation from Service (or, if earlier, until thedate of the Executive's death) to comply with Code Section 409A(a)(2)(B)(i)shall be so delayed, and the accumulated amounts, shall be paid in a lump sumpayment to the Executive on the first business day that is after six monthsafter the Executive's Separation from Service; provided, however, that if the Executivedies during such six month period, payment shall be made to the Executive’sestate within 60 days after the date of the Executive’s death. 

 

c.         Exceptas provided in Section 19(d), notwithstanding any provision tothe contrary in this Agreement, any reimbursements or in-kind benefitsunder this Agreement that constitute Deferred Compensation Payments shall bepaid or provided to the Executive in a manner consistent with TreasuryRegulation Section 1.409A-3(i)(1)(iv), including the requirement that the amountof reimbursements or in-kind benefits provided during a year may not affect theexpenses eligible for reimbursement or in-kind benefits provided in any otheryear and that any reimbursements be made on or before the last day of the yearfollowing the year in which the expense was incurred.

 

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d.         Notwithstanding any provision to the contrary in this Agreement, anyreimbursements or other payments provided under Section 3(c) that constituteDeferred Compensation Payments will only be paid to the extent such paymentswould not result in taxation pursuant to Section 409A and shall be paid in amanner consistent with Treasury Regulation Section 1.409A-3(i)(1)(vi),including the requirements that (i) any such amounts be paid no later than thelast day of the calendar year following the calendar year in which theExecutive or the Corporation remits the applicable taxes and (ii) with respectto any such payments relating to a tax audit or litigation addressing theexistence or amount of a tax liability, any such amounts be paid by the end ofthe calendar year following the calendar year in which the taxes that are thesubject of the audit or litigation are remitted to the taxing authority, orwhere as a result of such audit or litigation no taxes are remitted, the end ofthe calendar year following the calendar year in which the audit is completedor there is a final and nonappealable settlement or other resolution of thelitigation.

 

IN WITNESSWHEREOF, the Corporation and the Executive both intending to be legally boundhave duly executed and delivered this Agreement, to be effective as of the dateset forth in Section 15.

 

IDACORP, INC.

 

 

By:_____________________________

Its President & ChiefExecutive Officer

Date: ___________________________

 

EXECUTIVE

 

__________________________________

Date: ________________________

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