Exhibit 10(g)(3)
RELEASE AND SETTLEMENT AGREEMENT
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This Agreement is between Frederic N. Finney (hereinafter "Employee")
and TUCSON ELECTRIC POWER COMPANY (hereinafter "the Company"). Employee has
been employed by the Company, most recently as Senior Vice President and
Chief Administrative Officer. The Company and Employee have mutually agreed
that the employment relationship between Employee and the Company will cease,
effective November 1, 1994. The Company and Employee desire to enter into
the within agreement to compromise, release and settle those claims described
herein relating to Employee's employment with the Company or the cessation
thereof and any circumstances leading thereto.
The Company and Employee hereby agree as follows:
1. Employee shall receive from the Company, in cash, payable on the
first regular business day following January 1, 1995, the sum of ($ ), less
required withholdings.
2. Employee is a participant in the Company's Salaried Employment
Retirement Plan (the "Plan"). He has elected to retire under the Plan as of
November 1, 1994 (the "Retirement Date"). As an additional inducement, the
Company agrees to pay Employee a "Supplemental Pension" in the amount of($ ),
which shall be paid in cash, payable on the first regular business day
following January 1, 1995.
3. Up until and including September 30, 1997, Employee shall have the
right, under the Tucson Electric Power Company 1994 Stock and Incentive Plan,
to exercise any Options he holds on the Retirement Date, pursuant to the
vesting schedule of such Options.
4. Employee shall have the right to use the Company's Employee
Assistance Program until September 30, 1995.
5. The Company shall reimburse Employee for the cost of one
consultation session with the financial or tax advisor of Employee's choice.
Employee shall bear the cost of any additional sessions with such advisor.
6. Employee shall be entitled to receive compensation under the
Company's Short Term Incentive Compensation Program (the "Incentive Program")
for the year 1994, pro-rated to reflect his retirement on November 1, 1994.
Employee shall receive 10/12ths of the compensation which would have been
payable to him under the Incentive Program for 1994 had he been employed for
the entire year.
7. For and in consideration of the mutual covenants herein, including
the cash payment to Employee, and the Supplemental Pension, all of which are
described above, Employee agrees to compromise, release and fully and forever
discharge the Company, including, but not in limitation thereof, all
directors, officers, employees, agents, or attorneys thereof, from any and
all claims of whatever kind or nature, and however arising, including, but
not in limitation thereof, all claims for personal injury (including all
claims for medical treatment related thereto), pain and suffering, mental
anguish, humiliation or embarrassment, loss or diminution of self or
professional esteem, reputation, or any and all claims of whatever kind or
nature, arising out of, resulting from or concerning Employee's employment
with the Company or Employee's cessation of employment with the Company or
the circumstances leading thereto.
8. This compromise, release and discharge shall specifically include,
and shall constitute a knowing and voluntary waiver of, any and all claims,
of whatever kind or nature, and however arising, Employee has or may have
pursuant to or under the Age Discrimination in Employment Act of 1967
(hereinafter "ADEA"), 29 U.S.C. Section 621, et seq., the Civil Rights Act of
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1964, 42 U.S.C. Section 2000e, et seq., the Civil Rights Restoration Act, 20
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U.S.C. Section 1681, et seq., and any and all statutes of a similar nature or
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import, or concerning the same subject matter, whether federal statutes or
those of the State of Arizona, including specifically, but not in limitation
thereof, the Arizona Civil Rights Act, A.R.S. Section 41-1441 et seq.
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9. In connection with any waiver of any potential claims under the
ADEA, Employee further expressly acknowledges and agrees:
(a) Employee's waiver only extends to rights or claims under the ADEA
that have arisen on or before the date of this Agreement;
(b) In return for this Agreement, Employee will receive compensation
beyond that which he was already entitled to receive before entering
into this Agreement;
(c) Employee was orally advised by Doug Douglas and is hereby advised
in writing by this Agreement to consult with an attorney of his choice
before signing this Agreement;
(d) Employee was given a copy of this Agreement on October 13, 1994,
and informed that he had 21 days within which to consider the Agreement;
and
(e) Employee was informed that he has seven days following the date
of execution of the Agreement in which to revoke the Agreement and the
Agreement will not be effective or enforceable until the revocation
period has expired.
10. This compromise, release and discharge shall also specifically
include any and all claims, of whatever kind or nature, and however arising,
and however characterized, for wrongful discharge or breach of any express or
implied employment agreement, whether arising under the law of the United
States, the State of Arizona, or otherwise.
11. This compromise, release and discharge shall also specifically
include, and shall constitute a knowing and voluntary waiver of, any and all
claims, of whatsoever kind or nature, and however arising, Employee has or
may have pursuant to or under the Employment Security Laws of the State of
Arizona, A.R.S. Section 23-601 et seq., and Employee specifically
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acknowledges and agrees that the payment to him of the amounts as set forth
above adequately and fully compensates him for his cessation of employment
from the Company and that he will not file for or make any claim for
unemployment compensation benefits under A.R.S. Section 23-772, or otherwise.
12. Employee further acknowledges, agrees and warrants that the release
and settlement given by him herein, is done knowingly, and voluntarily, that
he has had the opportunity to fully consider and understand the terms of this
release and settlement, and does fully understand the terms of this release
and settlement. Employee further acknowledges that no representations or
coercion of any kind have been made or used to induce him to enter into this
release and settlement, and that the mutual considerations herein for this
release and settlement are fair and are fully satisfactory to him. Employee
further acknowledges that he freely, voluntarily and knowingly executes this
release and settlement, fully realizing that he hereby compromises, releases
and settles all aforementioned claims which he may have against the Company.
13. This release and settlement shall be binding upon, and the benefits
shall accrue to the heirs, representatives, successors and assigns of the
parties hereto.
14. Employee understands that this release and settlement shall not be
effective until seven days from the date written below, and that he may
change his mind and revoke this release and settlement within that seven day
period, but that after that seven day period, or no later than November 4,
1994, this release and settlement shall be fully binding and effective.
15. The parties hereto hereby sign and execute this release and
settlement agreement this 27th day of October, 1994.
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Frederic N. Finney
TUCSON ELECTRIC POWER COMPANY
By
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Its Manager, Human Resources
STATE OF ARIZONA)
) ss.
COUNTY OF PIMA )
The foregoing instrument was acknowledged before me by Frederic N.
Finney this 27th day of October, 1994.
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Notary Public
My Commission Expires:
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STATE OF ARIZONA)
) ss.
COUNTY OF PIMA )
The foregoing instrument was acknowledged before me this 27th day of
October, 1994, by Doug Douglas, Manager, Human Resources of Tucson Electric
Power Company, an Arizona corporation, on behalf of the corporation.
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Notary Public
My Commission Expires:
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ENDORSEMENT
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I, Frederic N. Finney, hereby acknowledge that I was given 21 days to
consider the foregoing Agreement and voluntarily chose to sign the Agreement
prior to the expiration of the 21-day period.
I declare under penalty of perjury under the laws of the State of
Arizona that the foregoing is true and correct.
EXECUTED this 27th day of October, 1994, at Pima County, Arizona.
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Frederic N. Finney