Exhibit 10(e)(5)
AMENDMENT NO. 1 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
between
TUCSON ELECTRIC POWER COMPANY
and
____________________
Dated as of January 1, 1998
WHEREAS, an Amended and Restated Employment Agreement (the "Agreement")
between Tucson Electric Power Company (the "Company") and ________________
(the "Employee") was executed on December 6, 1996; and
WHEREAS, effective as of January 1, 1998 pursuant to a statutory share
exchange, the Company became a wholly-owned subsidiary of UniSource Energy
Corporation ("UniSource"); and
WHEREAS, the completion of such share exchange requires a technical
amendment to the Agreement to reflect the fact that the Company's shares are
no longer publicly traded;
NOW, THEREFORE, it is agreed by and between the parties hereto as
follows:
Section 2 of the Agreement entitled "Change of Control" shall be amended
by deleting such section in its entirety and substituting in place thereof
the new Section 2 set forth on attached Exhibit A.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
by the Chairman of the Compensation Committee of the Company's Board of
Directors thereunto duly authorized, and the Employee has signed this
Amendment, all as of the date first above written.
TUCSON ELECTRIC POWER COMPANY
By: __________________________________
▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Chairman of the
Compensation Committee of the
Tucson Electric Power Company
Board of Directors
______________________________________
[Employee]
EXHIBIT A
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2. Change in Control. The term, "Change in Control," shall mean
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the happening of any of the following:
(i) UniSource receives a report on Schedule 13D filed with the
Securities and Exchange Commission pursuant to Section 13(d) of the
Securities Exchange Act of 1934 (hereinafter referred to as the
"Exchange Act") disclosing that any person, group, corporation or other
entity is the beneficial owner directly or indirectly of thirty percent
or more of the outstanding common stock of UniSource;
(ii) any person (as such term is defined in Section 13(d) of the
Exchange Act), group, corporation or other entity other than UniSource,
a wholly-owned subsidiary of UniSource, or an entity formed by UniSource
for the purpose of creating a holding company structure purchases shares
pursuant to a tender offer or exchange offer to acquire any common stock
of UniSource (or securities convertible into common stock) for cash,
securities or any other consideration, provided that after consummation
of the offer, the person, group, corporation or other entity in question
is the beneficial owner (as such term is defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of thirty percent or more of the
outstanding common stock of UniSource (calculated as provided in para-
graph (d) of Rule 13d-3 under the Exchange Act in the case of rights to
acquire common stock);
(iii) the stockholders of UniSource approve (a) any
consolidation or merger of UniSource in which UniSource is not the
continuing or surviving corporation or pursuant to which shares of
common stock would be converted into cash, securities or other property,
or (b) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all or substantially all the
assets of UniSource;
(iv) there shall have been a change in a majority of the members of
the Board of Directors of UniSource within a 24-month period unless the
election or nomination for election by UniSource's stockholders of each
new director was approved by the vote of two-thirds of the directors
then still in office who were in office at the beginning of the 24-month
period; or
(v) there occurs a sale, exchange or transfer (a) of UniSource's
interest in the Company or (b) of all or substantially all of the
Company's generation or distribution facilities, other than to a wholly-
owned subsidiary of UniSource or an affiliate of UniSource under
circumstances which would not otherwise constitute a Change in Control.