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**Exhibit10.24**

**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 andthe Corporation desire to change certain terms of the Prior Agreement toaddress changes in tax laws and to revise and clarify certain other terms ofthe Prior Agreement; 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 the Corporation.

 

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)         anyperson (as such term is defined in Section 3(a)(9) of the Securities ExchangeAct of 1934 (the "1934 Act") and as used in Section 13(d) of the 1934Act), excluding (A) the Corporation or any Subsidiary, (B) a corporation orother entity owned, directly or indirectly, by the stockholders of theCorporation immediately prior to the transaction in substantially the sameproportions as their ownership of stock of the Corporation, (C) an employeebenefit plan (or related trust) sponsored or maintained by the Corporation orany Subsidiary or (D) an underwriter temporarily holding securities pursuant toan offering of such securities ("Person")) is the beneficial owner(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 20%or more of the combined voting power of the then outstanding voting securitieseligible to vote generally in the election of directors of the Corporation;provided, however, that no Change in Control will be deemed to have occurred asa result of a change in ownership percentage resulting solely from an acquisitionof securities 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 entity which,as a result of such transaction, owns the Corporation or all or substantiallyall of the Corporation's assets either directly or through one or moresubsidiaries) (as the case may be, the "Successor Entity"), (B) noPerson 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 definedbenefit pension plan and/or the Idaho Power Company Security Plan for SeniorManagement Employees, as in effect immediately prior to the Change in Control(except if such 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.

 

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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. 

 

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 other thanCause (and not due to death or Disability) (for avoidance of doubt, transfer ofemployment between or among the Corporation and any of its Subsidiaries shallnot constitute a Separation from Service effected by the Corporation or aSubsidiary for purposes of this Agreement), or effected by the Executive in theevent of a Constructive Discharge, in either case at any time during theCoverage 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)       accrued but unpaid salary and accrued but unused vacation andsick time in accordance with the Corporation's or a Subsidiary's, as the casemay be, Flexible Time Off or similar program, as may be amended from time totime, with such payment to be made within five business days after suchSeparation from Service; and

 

(B)       subject to Section 17, a lump sum cash amount equal to two andone-half times the Executive's Compensation (the "SeverancePayment"), with such payment to be made on the first business day that is60 days after such Separation from Service, subject to the provisions of Section19 hereof; and

 

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

 

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(A)       notwithstandinganything in any other award notice or agreement providing otherwise, asapplicable, (1) all of the Executive's outstanding stock options and stockappreciation rights shall become vested and exercisable as of the dateSeverance Payments are paid; (2) all of the Executive's outstanding shares ofrestricted 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 a totalcost 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.

 

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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 Section1(c)(ii), the one year anniversary shall be the first anniversary of the datethe tender offer is completed, provided the tender offer has resulted in aPerson becoming 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 Corporation and (ii) in the case of a Change inControl under Section 1(c)(iii) or 1(c)(iv), the one year anniversary shall bethe first anniversary of the date of the consummation of the transaction orevent constituting the Change in Control), the Corporation shall pay (or causeto be paid) to the Executive (or the Executive's estate upon death) the amountsand provide to the Executive the benefits provided under Section 3(a);provided, however, the Severance Payment calculated under Section 3(a)(i)(B)shall be multiplied by 2/3, and the continuation period specified in Section3(a)(ii)(C) shall be for 18 months rather than 24 months.

 

c.         (i)         IfIndependent Tax Counsel (as that term is defined below) determines that theaggregate payments and benefits provided or to be provided to the Executivepursuant to this Agreement, and any other payments and benefits provided or tobe provided to the Executive from the Corporation or any of its Subsidiaries orother affiliates or any successors thereto constitute "parachutepayments" as defined in Section 280G of the Code (or any successor provisionthereto) ("Parachute Payments") that would be subject to the excisetax imposed by Section 4999 of the Code (the "Excise Tax"), and ifthe amount of the Parachute Payments in excess of 300% of the Executive's"base amount" (as defined in Section 280G of the Code, the "BaseAmount") is greater than 15% of the total value of the Parachute Payments,then the Executive shall be entitled to receive an additional payment (a"Gross-Up Payment") in an amount (determined by Independent TaxCounsel) such that after payment by the Executive of all taxes (including anyExcise Tax) imposed upon the Gross-Up Payment and any interest or penaltiesimposed 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), the Executive retains from the Gross-Up Paymentan amount equal to the Excise Tax imposed upon the Parachute Payments. If it islater determined that the Independent Tax Counsel's estimates of the Excise Taxowed by the Executive are less than the amount actually owed by the Executive,then, subject to the Corporation's right to contest the payment of the ExciseTax pursuant to Section 3(c)(iii), the Independent Tax Counsel shall determinethe amount of the additional gross-up payment required with respect to theadditional Excise Tax ("Gross-Up Underpayment"), and any suchGross-Up Underpayment shall be promptly paid by the Corporation to or for thebenefit of the Executive. For purposes of this Section 3(c), "IndependentTax Counsel" shall mean a lawyer, a certified public accountant with anationally recognized accounting firm, or a compensation consultant with anationally recognized actuarial and benefits consulting firm with expertise inthe area of executive compensation tax law, who shall be selected by theCorporation and shall be acceptable to the Executive (the Executive'sacceptance not to be unreasonably withheld), and whose fees and disbursementsshall be paid by the Corporation.

 

(ii)        IfIndependent Tax Counsel determines that no Excise Tax is payable by theExecutive, the Corporation shall so notify the Executive in writing. If, aftersuch a determination, the Executive is subsequently required to make a paymentof any Excise Tax with respect to the Parachute Payments, then the IndependentTax Counsel shall determine the amount of such Excise Tax and the requiredGross-Up Payment attributable thereto, and any such Gross-Up Payment shall bepromptly paid by the Corporation to or for the benefit of the Executive.

 

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(iii)       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. Except as otherwise provided in Section3(c)(v), upon receipt of such notice, the Corporation shall, in its solediscretion, either contest such claim or provide the Executive with a Gross-UpPayment intended to reimburse the Executive for any such Excise Tax and alltaxes (including any Excise Tax) imposed upon the Gross-Up Payment and anyinterest or penalties imposed with respect to such taxes (except to the extentsuch interest or penalty results from the Executive's failure to act inaccordance with the Corporation's or a Subsidiary's reasonable directions orthe Executive's failure to exercise due care). 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,

 

(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 Executiveharmless, on an after-tax basis, for any Excise Tax or income or other tax,including interest and penalties with respect thereto (except to the extentsuch interest or penalty results from the Executive's failure to act inaccordance with the Corporation's or a Subsidiary's reasonable directions orthe Executive's failure to exercise due care), imposed as a result of suchrepresentation and payment of costs and expenses. The Corporation shall controlall proceedings taken in connection with such contest; provided, however, thatif the Corporation directs the Executive to pay such claim and sue for arefund, the Corporation shall, unless prohibited by law, advance (or cause tobe advanced) the amount of such payment to the Executive, on an interest-freebasis and shall indemnify and hold the Executive harmless, on an after-taxbasis, from any Excise Tax or income or other tax, including interest orpenalties with respect thereto (except to the extent such interest or penaltyresults 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 with respect to such advance or withrespect to any imputed income with respect to such advance. If the advancementdescribed in the preceding sentence is prohibited by law, the Corporation andthe Executive shall cooperate in an effort to determine an alternative approachto payment of the claim in a manner permitted by applicable law and consistentwith original intent and economic benefit to the Executive of this provision.

 

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(iv)       If,after the receipt by the Executive of a Gross-Up Payment or a Gross-UpUnderpayment pursuant to Section 3(c)(i) or 3(c)(ii), or after receipt by theExecutive of an amount advanced by the Corporation pursuant to Section3(c)(iii), it is determined that the amount of the Excise Tax owed by theExecutive is less than the amount previously determined by the Independent TaxCounsel upon which the Gross-up Payment or the Gross-Up Underpayment wasdetermined, or if the Executive becomes entitled to receive a refund withrespect to a payment by the Corporation with respect to a claim by the InternalRevenue Service related to the Excise Tax, the Executive shall, within 10 daysafter such determination of overpayment or receipt of such refund, pay to theCorporation the amount of such overpayment or refund, together with anyinterest paid or credited thereon after taxes applicable thereto and anyGross-Up Payment or Gross-Up Underpayment based upon the overpayment. 

 

(v)        IfIndependent Tax Counsel shall make a determination that Parachute Paymentswould be subject to the Excise Tax, but the amount of Parachute Payments inexcess of 300% of the Executive's Base Amount is not greater than 15% of thetotal value of the Parachute Payments, then the Parachute Payments providedunder this Agreement 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.  The determination of which payments orbenefits shall be reduced to avoid the Excise Tax shall be made by theIndependent Tax Counsel, provided that the Independent Tax Counsel shall reduceor eliminate, as the case may be, payments or benefits in the order that itdetermines will produce the required reduction in total Parachute Payments withthe least reduction in economic value to the Executive of such payments.  Thedetermination of Independent Tax Counsel under this Section 3(c)(v) shall befinal and binding on all parties hereto.  If, after a reduction pursuant tothis Section 3(c)(v), the Executive receives a claim by the Internal RevenueService that, if successful, would require the payment by the Executive of anExcise Tax with respect to Parachute Payments, the Executive shall notify theCorporation in writing within 30 days of such claim and a further reduction ofParachute Payments shall be made pursuant to this Section 3(v) if (i) suchreduction is possible and would prevent the Executive from incurring an ExciseTax and (ii) after such reduction, the aggregate amount of Parachute Paymentsreduced pursuant to this Section 3(c)(v) would not exceed 15% of the totalvalue of the Parachute Payments. If such a reduction is not possible, would notprevent the Executive from incurring an Excise Tax or would cause the aggregateParachute Payments reduced pursuant to this Section 3(c)(v) to exceed 15% ofthe total value of the Parachute Payments, then Section 3(c)(iii) shall beapplicable and the Corporation shall, in its sole discretion, either contestsuch claim or provide the Executive with 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 penaltiesimposed 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). Except as contemplated by the preceding twosentences, no additional payments by the Corporation or return of payments bythe Executive shall be required or made if a later determination based on caselaw, an IRS holding or otherwise would result in a recalculation of the ExciseTax implications.

 

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(vi)       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.

 

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.

 

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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 the applicableFederal rate provided for in Section 7872(f)(2) of the Code.  Notwithstandingthe foregoing, the Executive agrees to repay to the Corporation any such feesand expenses reimbursed by the Corporation if and to the extent that theCorporation or such others obtains a judgment or determination that theExecutive's claim was frivolous or was without merit from the arbitrator or acourt 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's obligationshereunder, in his sole discretion.

 

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 or awards.Enforcement of an arbitration award by such arbitrator may be sought in anycourt of competent jurisdiction. The arbitrators shall not be bound by judicialformalities and may abstain from following the strict rules of evidence andshall interpret this Agreement as an honorable engagement and not merely as alegal obligation. Unless otherwise agreed by the parties, any such arbitrationshall take place in Boise, Idaho, and shall be conducted in accordance with theRules of the AAA. The Executive's expenses for such proceeding shall be paid,or repaid to the Corporation as the case may be, as provided in subsection (a)of this Section 5. 

 

6.         TaxWithholding.

 

TheCorporation may withhold from any payments made under this Agreement allfederal, state or other taxes as shall be required pursuant to any law orgovernmental regulation or 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.

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9.         Consolidation, Merger, or Sale of Assets.

 

If the Corporation consolidates or merges into or with, or transfers allor substantially 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 any transactionin which a successor would not by the foregoing provision or by operation oflaw be bound by this Agreement, the Corporation shall require such successorexpressly and unconditionally to assume and agree to perform the Corporation'sobligations under this Agreement, in the same manner and to the same extentthat the Corporation would be required to perform if no such succession hadtaken 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 (orto 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 suchwaiver shall operate only as to the specific term or condition waived and shallnot constitute a waiver of such term or condition for the future or as to anyact other 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.

 

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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 theExecutive's Separation from Service.  If the release has not been executed bythe Executive and has not become irrevocable by the applicable deadlineprovided in the prior sentence, any amounts under Section 3of this Agreement (other than those amounts provided for in Section 3(a)(i)(A))shall be forfeited.

 

18.       GoverningLaw.

 

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 inthis 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) shallbe so delayed, and the accumulated amounts shall be paid in a lump sum payment tothe Executive on the first business day that is after six months after theExecutive'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 theamount of reimbursements or in-kind benefits provided during a year may notaffect the expenses eligible for reimbursement or in-kind benefits provided inany other year and that any reimbursements be made on or before the last day ofthe year following 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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