TUCSON ELECTRIC POWER COMPANY
PERFORMANCE SHARE AWARD AGREEMENT
THIS PERFORMANCE SHARE AWARD AGREEMENT (this
"AGREEMENT") is entered into by and between TUCSON ELECTRIC POWER
COMPANY, an Arizona corporation (the "Company"), and
__________________________ (the "Employee").
W I T N E S S E T H
WHEREAS, the Company has adopted and the shareholders
of the Company have approved the Tucson Electric Power Company
1994 Omnibus Stock and Incentive Plan (the "Plan");
WHEREAS, the Compensation Committee of the Company's
Board of Directors (the "Committee") has granted to the Employee
as of July 1, 1997 (the "Award Date") an award of Performance
Shares (as such term is defined in the Plan) on the terms and
conditions set forth herein (the "Performance Share Award");
WHEREAS, the Company has not yet determined whether
the Performance Share Award, if it vests, will be satisfied
through the issuance of new shares of its common stock, no par
value ("Common Stock"), or shares of Common Stock that it
acquires on the open market;
WHEREAS, the Company and the Employee desire to
evidence the Committee's grant of the Performance Share Award and
provide that the Committee will, subject to the vesting
provisions and other conditions and restrictions contained
herein, transfer shares of its Common Stock to the Employee as
soon as practical after the time established herein for such
transfer and following the Company's determination as to the
source of such shares;
NOW, THEREFORE, in consideration of the services
rendered and to be rendered by the Employee, and other valuable
consideration, the receipt of which is hereby acknowledged, the
parties agree to the terms and conditions set forth herein.
1. AWARD OF PERFORMANCE SHARES. The target number of
Performance Shares subject to this Performance Share Award
is ______________ shares (the "Target Number of Shares").
The maximum number of shares of Common Stock that may be
delivered in respect of this Performance Share Award is
_____________ [150% of the Target Number of Shares] shares
(the "Maximum Number of Shares").
2. INCORPORATION OF GENERAL PROVISIONS. The terms, conditions
and other provisions of the General Provisions Applicable
to Performance Share Awards Granted Under the Tucson
Electric Power Company 1994 Omnibus Stock and Incentive
Plan (the "General Provisions") attached hereto are
incorporated herein by this reference. The Performance
Shares subject hereto shall vest and are subject to
forfeiture as set forth in the General Provisions. Vested
Performance Shares shall be paid in shares of Common Stock
at the time and in the manner set forth in the General
Provisions. The Employee's transfer, dividend and voting
rights are limited as set forth in the General Provisions.
3. AMENDMENT. This Agreement and the General Provisions may
only be amended in writing by an instrument signed by both
parties.
4. LAWS APPLICABLE TO CONSTRUCTION. The interpretation,
performance and enforcement of this Performance Share Award
and this Agreement shall be governed by the laws of the
State of Arizona.
5. GENERAL TERMS. This Agreement, the General Provisions, the
award of Performance Shares and any payment or delivery of
shares of Common Stock in respect thereof are subject to,
and the Company and the Employee agree to be bound by, the
provisions of the Plan. The provisions of the Plan are
incorporated herein by this reference. The Employee
acknowledges receiving a copy of the Plan and the General
Provisions, and reading and understanding them. The
Employee acknowledges receiving a copy of the Plan's
Prospectus and understanding its contents. Provisions of
the Plan and this Performance Share Award that grant
discretionary authority to the Committee shall not create
any rights in the Employee, unless such rights are
expressly set forth herein.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of this ___ day of _______________, 1997.
EMPLOYEE TUCSON ELECTRIC POWER
COMPANY, an Arizona corporation
________________________________
Signature By: ______________________________
________________________________ Name: ________________________
Print Name
Title: ___________________________
________________________________
Address
________________________________
City, State, Zip Code
________________________________
Social Security Number
CONSENT OF SPOUSE
In consideration of the execution of the foregoing
Performance Share Award Agreement by Tucson Electric Power
Company, I, __________________________, the spouse of the
Employee therein named, do hereby join with my spouse in
executing the foregoing agreement and do hereby agree to be bound
by all of the terms and provisions thereof, of the General
Provisions (as such term is defined therein), and of the
provisions of the Tucson Electric Power Company 1994 Omnibus
Stock and Incentive Plan.
DATED: _______________, ____. ___________________________________
Signature of Spouse
