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DOCUMENT TITLE:  UNISOURCE ENERGY CORPORATION OFFICER CHANGE IN CONTROL AGREEMENT .
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Clause Heading
1 - TERM OF AGREEMENT.
(a) - Entitlement to Change in Control Severance Benefits.
(b) - Change in Control Severance Benefits.
(f) - Transfers to Affiliates.
(c) - Timing of Lump Sum Change in Control Severance Benefits.
(d) - Release Agreement.
(e) - Compliance with Covenants.
(h) - Employment by Successor.
(i) - Non-Duplication of Benefits.
(j) - Severance Plan Benefits.
3 - SEPARATION FROM SERVICE DEFINED.
4 - CAUSE DEFINED.
5 - GOOD REASON DEFINED.
6 - DISABILITY DEFINED.
7 - CHANGE IN CONTROL DEFINED.
(a) - Compliance Strategy; Responsibility for Taxes.
(b) - Delay in Payments.
(c) - Distributions Treated as Made upon a Designated Event.
(d) - Reimbursements.
(e) - Miscellaneous Payment Provisions.
(a) - General Rules.
(b) - Special Definitions.
(c) - Calculating the 280G Cap.
(d) - Effect of Repeal or Inapplicability.
(e) - Exception.
(a) - Proprietary Information.
(b) - Trade Secrets.
(c) - Ownership of Documents.
(d) - Company Defined.
(a) - Covenant Not to Compete.
(b) - Non-Solicitation.
(c) - Competing Business.
(d) - Restricted Period.
(e) - Restricted Territory.
(f) - Remedies; Reasonableness.
(g) - Company Not in Default.
(h) - Company Defined.
12 - NO MITIGATION.
13 - SUCCESSORS.
14 - BINDING AGREEMENT; ASSIGNMENT.
15 - NOTICE.
16 - MISCELLANEOUS.
17 - SEVERABILITY.
18 - COUNTERPARTS.
19 - ALTERNATIVE DISPUTE RESOLUTION.
20 - PAYMENT OBLIGATIONS ABSOLUTE.
21 - ENTIRE AGREEMENT.
22 - STATUTORY REFERENCES.
23 - DEFINITIONS.
24 - PARTIES.
25 - NO RIGHTS IN ANY PROPERTY OF COMPANY.
26 - NOT AN EMPLOYMENT AGREEMENT.
27 - CONSTRUCTION.
28 - GOVERNING LAW.
29 - AMENDMENTS.