EXHIBIT 4.2
TUCSON ELECTRIC POWER COMPANY
AWARD NOTICE AND OPTION AGREEMENT
EMPLOYEE GRANTEE
This Agreement between Tucson Electric Power Company (the
"Company") and ________________________ (the "Grantee") contains
specific terms and benefits which apply to the Grantee under the
Tucson Electric Power Company 1994 Omnibus Stock and Incentive
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:
Incentive 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. STATUS OF THE OPTIONS: The options are intended to be
incentive stock options ("ISOs") as defined by Section 422 of the
Internal Revenue Code of 1986, as amended ("IRC"); however, the
Company does not guarantee that the options will qualify as ISOs.
3. NOTICE OF SALES UPON DISQUALIFYING DISPOSITION: The Grantee
agrees to promptly notify the Company's Shareholder Services
section if the Grantee disposes of the shares of common stock
acquired through these options: (a) within one year from the date
the Grantee exercises all or part of the options, or (b) within
two years of the date of grant. For purposes of this section,
"disposes" includes holding the stock in the name of another
person as well as any sale or exchange.
During periods described above, the Company may place a legend or
legends on any stock certificate(s) for shares acquired on
exercise of the options, requesting that the Company be notified
of any such transfers. Regardless of the placement of a legend,
the Grantee remains obligated to notify the Company of any such
transfer.
4. 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.
5. 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 here or in the Plan. This Agreement
does not constitute a contract for continued employment with 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.
6. 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.
7. 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 hereby
agrees to accept as binding, conclusive and final all decisions
or interpretations of the Committee (including Policies and
Procedures established to administer the Plan) regarding any
questions arising under this Agreement or the Plan.
GRANTEE
Dated: __________________ By: _____________________________
TUCSON ELECTRIC POWER COMPANY
AWARD NOTICE AND STOCK OPTION AGREEMENT
Manager/Officer Grantee
This Agreement between Tucson Electric Power Company (the
"Company") and _________________________ (the "Grantee") contains
specific terms and benefits which apply to the Grantee under the
Tucson Electric Power Company 1994 Omnibus Stock and Incentive
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:
Incentive Stock Option Grant No. ###
Date of Grant #####
Total Number of Options Granted #####
Exercise Price Per Share #####
Fair Market Value of Shares on Date of Grant #####
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. STATUS OF THE OPTIONS: The options are intended to be
incentive stock options ("ISOs") as defined by Section 422 of the
Internal Revenue Code of 1986, as amended ("IRC"); however, the
Company does not guarantee that the options will qualify as ISOs.
3. LIMITATION OF ISO TREATMENT: If the options qualify as ISOs
as intended, preferential tax treatment is limited to the first
$100,000 in aggregate fair market value of shares underlying
stock options which are exercisable for the first time during a
given calendar year. Remaining stock options that are first
exercisable during the year will be deemed to be nonqualified
stock options.
4. NOTICE OF SALES UPON DISQUALIFYING DISPOSITION: The Grantee
agrees to promptly notify the Company's Shareholder Services
section if the Grantee disposes of the shares of common stock
acquired through these options: (a) within one year from the date
the Grantee exercises all or part of the options, or (b) within
two years of the date of grant. For purposes of this section,
"disposes" includes holding the stock in the name of another
person as well as any sale or exchange.
During periods described above, the Company may place a legend or
legends on any stock certificate(s) for shares acquired on
exercise of the options, requesting that the Company be notified
of any such transfers. Regardless of the placement of a legend,
the Grantee remains obligated to notify the Company of any such
transfer.
5. 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.
6. 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 here or in the Plan. This Agreement
does not constitute a contract for continued employment with 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.
7. 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.
8. 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 hereby
agrees to accept as binding, conclusive and final all decisions
or interpretations of the Committee (including Policies and
Procedures established to administer the Plan) regarding any
questions arising under this Agreement or the Plan. 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: __________________________
