THE TARGET
AWARD THAT WOULD OTHERWISE BE VESTED AND THE TOTAL NUMBER OF PERFORMANCE SHARES
THAT WOULD OTHERWISE BE EARNED TIMES A FRACTION, THE NUMERATOR OF WHICH IS THE
TOTAL NUMBER OF MONTHS (WITH ANY PARTIAL MONTH TREATED AS A WHOLE MONTH)
REMAINING IN THE PERFORMANCE PERIOD AS OF THE DATE OF SUCH TERMINATION OF
EMPLOYMENT AND THE DENOMINATOR OF WHICH IS THE TOTAL NUMBER OF WHOLE MONTHS IN
THE PERFORMANCE PERIOD.
ANY SUCH VESTING OF PERFORMANCE SHARES SUBJECT TO THE
TARGET AWARD AND ANY ISSUANCE OF PERFORMANCE SHARES EARNED SHALL OCCUR IN
ACCORDANCE WITH SECTION 3 HEREOF.
7.
VOTING RIGHTS AND CUSTODY. THE PARTICIPANT SHALL BE ENTITLED TO VOTE
PERFORMANCE SHARES SUBJECT TO THE TARGET AWARD DURING THE PERFORMANCE PERIOD;
PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE PARTICIPANT VOTE ANY SUCH
PERFORMANCE SHARES ON OR AFTER THE DATE OF FORFEITURE.
PERFORMANCE SHARES
SUBJECT TO THE TARGET AWARD SHALL BE REGISTERED IN THE NAME OF THE PARTICIPANT
AND HELD IN THE COMPANY'S CUSTODY DURING THE PERFORMANCE PERIOD.
THE
PARTICIPANT SHALL NOT BE ENTITLED TO VOTE THE PERFORMANCE SHARES IN EXCESS OF
THE TARGET AWARD UNLESS AND UNTIL SUCH PERFORMANCE SHARES ARE EARNED AND
DISTRIBUTED.
8.
TAX WITHHOLDING. THE COMPANY MAY MAKE SUCH PROVISIONS AS
ARE NECESSARY FOR THE WITHHOLDING OF ALL APPLICABLE TAXES ON ALL PERFORMANCE
SHARES VESTED AND EARNED UNDER THIS AWARD, IN ACCORDANCE WITH ARTICLE 16 OF THE
PLAN.
WITH RESPECT TO THE MINIMUM STATUTORY TAX WITHHOLDING REQUIRED WITH
RESPECT TO SUCH PERFORMANCE SHARES, THE PARTICIPANT MAY ELECT TO SATISFY SUCH
WITHHOLDING REQUIREMENT BY HAVING THE COMPANY WITHHOLD PERFORMANCE SHARES FROM
THIS AWARD.
9.
RATIFICATION OF ACTIONS.
BY ACCEPTING THIS AWARD OR OTHER BENEFIT
UNDER THE PLAN, THE PARTICIPANT AND EACH PERSON CLAIMING UNDER OR THROUGH HIM
SHALL BE CONCLUSIVELY DEEMED TO HAVE INDICATED THE PARTICIPANT'S ACCEPTANCE AND
RATIFICATION OF, AND CONSENT TO, ANY ACTION TAKEN UNDER THE PLAN OR THE AWARD BY
IDACORP, INC.
10.
NOTICES.
ANY NOTICE HEREUNDER TO IDACORP, INC. SHALL BE
ADDRESSED TO ITS OFFICE AT 1221 WEST IDAHO STREET, BOISE, IDAHO 83702;
ATTENTION: CORPORATE SECRETARY, AND ANY NOTICE HEREUNDER TO THE PARTICIPANT
SHALL BE ADDRESSED TO HIM AT THE ADDRESS SPECIFIED ON THE PERFORMANCE SHARE
AWARD AGREEMENT, SUBJECT TO THE RIGHT OF EITHER PARTY TO DESIGNATE AT ANY TIME
HEREAFTER IN WRITING SOME OTHER ADDRESS.
11.
DEFINITIONS.
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL
HAVE THE MEANINGS GIVEN THEM IN THE PLAN.
12.
GOVERNING LAW AND SEVERABILITY.
TO THE EXTENT NOT PREEMPTED BY
FEDERAL LAW, THE PERFORMANCE SHARE AWARD AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF IDAHO, WITHOUT REGARD TO
CONFLICTS OF LAW PROVISIONS.
IN THE EVENT ANY PROVISION OF THE PERFORMANCE
SHARE AWARD AGREEMENT SHALL BE HELD ILLEGAL OR INVALID FOR ANY REASON, THE
ILLEGALITY OR INVALIDITY SHALL NOT AFFECT THE REMAINING PARTS OF THE PERFORMANCE
SHARE AWARD AGREEMENT, AND THE PERFORMANCE SHARE AWARD AGREEMENT SHALL BE
CONSTRUED AND ENFORCED AS IF THE ILLEGAL OR INVALID PROVISION HAD NOT BEEN
INCLUDED.
ANNEX