EXHIBIT 4.2
TUCSON ELECTRIC POWER COMPANY
AWARD NOTICE AND OPTION AGREEMENT
OUTSIDE DIRECTOR GRANTEE
This Agreement between Tucson Electric Power Company (the
"Company") and _________________ (the "Grantee") sets forth
specific terms and benefits which apply to the Grantee under the
Tucson Electric Power Company 1994 Outside Director Stock Option
Plan ("Plan").
1. NOTICE OF AWARD OF STOCK OPTIONS: The Company hereby awards
options to the Grantee to purchase the Company's common stock as
follows:
Stock Option Grant No. ###
Date of Grant #####
Total Number of Options Granted #####
Exercise Price Per Share #####
Expiration Date of Unexercised Options #####
Options shall vest ratably and become exercisable in one-third
(1/3) increments on each anniversary of the grant date. This
award is subject to the: (a) terms and conditions of the Plan;
(b) Policies and Procedures necessary for Plan administration;
and (c) provisions of this Agreement.
2. BINDING EFFECT: This Agreement shall inure to the benefit of
the successors and assigns of the Company and shall be binding
upon the Grantee and the spouse, heirs, executors,
administrators, successors and assigns of the Grantee.
3. INTEGRATED AGREEMENT: This Agreement and the Plan constitute
the entire understanding and agreement of the Grantee and the
Company regarding the Plan and the award of options. There are
no other agreements, understandings, representations or
warranties between the Grantee and the Company other than those
set forth or provided for herein or in the Plan. This Agreement
does not constitute a contract for employment with or continuing
services to the Company. The provisions of this Agreement and
the Plan shall survive any exercise of options, and shall remain
in full force and effect until the exercise or expiration of the
options awarded.
4. SUBJECT TO PLAN: Except as may be specifically set forth
herein, the rights of the Grantee are subject to the terms and
conditions of the Plan, including Policies and Procedures
established to effect its administration. The provisions of the
Plan are incorporated by reference.
5. GOVERNING LAW: This Agreement shall be construed in
accordance with and governed by the laws of the State of Arizona.
IN WITNESS WHEREOF, the Company and Grantee have executed this
Agreement.
TUCSON ELECTRIC POWER COMPANY
Dated: _____________ By: ___________________________
The Grantee represents that he/she is familiar with the terms and
provisions of this Agreement and the Plan, hereby acknowledges
receipt of both documents, and hereby accepts the options subject
to all of the terms and provisions thereof. The Grantee is aware
that exercise of these options constitutes a purchase for
purposes of Section 16(b) of the Securities Act of 1933.
GRANTEE
Dated: _______________ By: __________________________
