Exhibit 10(q)
IMPORTANT NOTICE CONCERNING YOUR
CHANGE IN CONTROL AGREEMENT WITH
TUSCON ELECTRIC POWER COMPANY
To: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Date: March 3, 2005
Re: Term of Change in Control Agreement
You are covered by an Amended and Restated Officer Change in Control
Agreement (the "Change in Control Agreement") entered into with Tucson Electric
Power Company ("TEP") and dated as of December 4, 1998.
This notice is to inform you that the March 29, 2004 shareholder approval
of the acquisition of all of the stock of UniSource Energy Corporation, the
parent corporation of Tucson Electric Power Company, by Saguaro Utility Group,
L.P. (Saguaro) constituted a "Change in Control" as that term is defined in your
Change in Control Agreement--notwithstanding the fact that in December 2004,
Saguaro exercised its right to terminate the acquisition agreement.
Under the terms of your Agreement, the protections afforded by your Change
in Control Agreement continue until, and the term of your Change in Control
Agreement ends upon the later of (1) the fifth anniversary of the date either
party gives written notice of the termination of the agreement, or (2) the fifth
anniversary of the date of the Change in Control (March 29, 2004).
This notice constitutes written notice of the termination of your Change in
Control Agreement by TEP. Accordingly, the term of your Change in Control
Agreement will end on the fifth anniversary of the date of this notice, March 3,
2005.
SCHEDULE TO NOTICE OF TERMINATION
OF A CHANGE IN CONTROL AGREEMENT
Notices of termination of a change in control agreement substantially
identical to the one given from TEP to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, dated as of March 3,
2005 and filed as Exhibit 10(q) to this Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 (the "Annual Report"), were also given to
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇
▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇. Such notices of termination have been omitted from the Annual Report
pursuant to Rule 12b-31 under the Exchange Act.