Form of Change of Control Agreement



 Exhibit 10.28 
 CHANGE OF CONTROL AGREEMENT 
 AGREEMENT by and between Avista Corporation,
a Washington corporation (the “Company”), and                      (the “Executive”), dated as of the
     day of         , 20     . 
 The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued
dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the
personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and
to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement. 
 NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 
 1. Certain Definitions. 

(a) The “Accrued Obligations” shall mean the sum of (1) the Executive’s Annual Base Salary through the Date of
Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and
annualized for any fiscal year consisting of less than twelve (12) full months or during which the Executive was employed for less than twelve (12) full months), for the most recently completed fiscal year during the Employment Period, if
any (such higher amount being referred to as the “Highest Annual Bonus” and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365
and (3) any accrued vacation pay, in each case to the extent not theretofore paid as of the Date of Termination. 
 (b) The
“Effective Date” shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control (as defined in Section 1(c)) occurs. 

(c) The “Change of Control Period” shall mean the period commencing on the date hereof and ending on the third anniversary of
the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal
Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three (3) years from such Renewal Date, unless at least sixty (60) days prior to the Renewal Date the Company shall
give notice to the Executive that the Change of Control Period shall not be so extended. 







 (d) For the purpose of this Agreement, a “Change of Control” shall mean:

 (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either
(i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from
the Company, (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (z) any acquisition by any
corporation pursuant to a transaction which complies with clauses (x), (y) and (z) of subsection (iii) of this Section 1; or 
 (ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the
election or removal of directors, or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 
 (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case,
unless, following such Business Combination, (x) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company
or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, (y) no Person (excluding any corporation resulting from such Business Combination or employee benefit plan (or related trust) of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (z) at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or 

  
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 (iv) Approval by the shareholders of the Company of a complete liquidation or dissolution
of the Company. 
 2. Employment Period. The Company hereby agrees to continue the Executive in its employ, and the
Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date, unless terminated
earlier in accordance with Section 4 of this Agreement (the “Employment Period”). 
 3. Terms of
Employment. (a) Position and Duties. (i) During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at
least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the one hundred twenty (120) day period immediately preceding the Effective Date and (B) the Executive’s
services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 50 miles from such location. 

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the
Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the
Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date,
the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to
the Company. 
 (b) Compensation. (i) Base Salary. During the Employment Period, the Executive shall receive
an annual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the
Executive by the Company and its affiliated companies in respect of the twelve month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12
months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this
Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliated
companies” shall include any company controlled by, controlling or under common control with the Company. 

  
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 (ii) Annual Bonus. During the Employment Period, the Executive shall be awarded an
annual cash bonus (the “Annual Bonus”) for each fiscal year ending during the Employment Period. The target amount of the Annual Bonus shall not be less than the Executive’s highest bonus under the Company’s Annual Incentive
Plans, or any comparable bonus under any predecessor or successor plan, for the last three (3) full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such
fiscal year) (the “Recent Annual Bonus”). Each Annual Bonus payable to the Executive hereunder shall be paid in a lump sum no later than March 15 of the calendar year following the end of the calendar year for which the Annual Bonus
was awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to the Company’s Investment and Employee Stock Ownership Plan (“ESOP”) or Executive Deferral Plan (“Deferred Compensation
Plan”), as such plans may be amended from time to time. 
 (iii) Incentive, Savings and Retirement Plans. During
the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in
no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable),
savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies
and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and
its affiliated companies. 
 (iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the
Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without
limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the
Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated
companies. 
 (v) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. 

  
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 (vi) Fringe Benefits. During the Employment Period, the Executive shall be entitled
to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs
and policies of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter
with respect to other peer executives of the Company and its affiliated companies. 
 (vii) Office and Support Staff.
During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the
foregoing provided to the Executive by the Company and its affiliated companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with
respect to other peer executives of the Company and its affiliated companies. 
 (viii) Vacation. During the Employment
Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. 

4. Termination of Employment. (a) Death or Disability. The Executive’s employment shall terminate automatically
upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may
give to the Executive written notice in accordance with Section 11(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on
the 30th day after receipt of such notice by the Executive (the “Disability Termination Effective Date”), provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of
the Executive’s duties. For purposes of this Agreement, “Disability” shall mean that the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.


  
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 (b) Cause. The Company may terminate the Executive’s employment during the
Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean: 
 (i) the willful and continued
failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial
performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed
the Executive’s duties, or 
 (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is
materially and demonstrably injurious to the Company. 
 For purposes of this provision, no act or failure to act, on the part of the Executive,
shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure
to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been
delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is
provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph
(i) or (ii) above, and specifying the particulars thereof in detail. 
 (c) Good Reason. For purposes of this
Agreement, voluntary termination by the Executive shall be considered a termination for “Good Reason” if the termination occurs within two (2) years following the initial existence of any one of the following conditions arising
without the consent of the Executive: 
 (i) a material diminution by the Company of the Executive’s authority, duties, or
responsibilities; 
 (ii) a material diminution in Executive’s Annual Base Salary; 

(iii) a material change in the geographic location at which Executive must perform the services under this Agreement (which, for
purposes of this Agreement, means relocation of the offices of the Company at which Executive is principally employed to a location more than 50 miles from the location of such offices immediately prior to the Effective Date); 

(iv) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Executive is required to report,
including a requirement that Executive report to a corporate officer or employee instead of reporting directly to the Company’s Board of Directors; 

  
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 (v) a material diminution in the budget over which Executive retains authority; or

 (vi) any action or inaction that constitutes a material breach by the Company of this Agreement, including the failure of
the Company to obtain from its successors the express assumption and agreement required under Section 10(c). 
 The Executive shall provide
notice to the Company of the existence of a condition described in (i) through (vi) above within 90 days of the initial existence of the condition, upon the notice of which the Company shall be provided a period of 30 days during which it
may remedy the condition. For purposes of this Section 4(c), a determination of “Good Reason” made by the Executive with which the Company does not agree shall be resolved pursuant to the following dispute resolution procedure. First,
the parties shall in good faith attempt to resolve any dispute arising hereunder. Second, if such efforts are unsuccessful, the parties shall submit to binding arbitration with such arbitration to be conducted in Spokane, Washington, by the American
Arbitration Association under its National Rules for the Resolution of Employment Disputes. 
 (d) Notice of Termination.
Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b) of this Agreement. For purposes of this Agreement, a
“Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) the Date of Termination (as defined below), which date shall be not more than 90 days after the giving of such notice. The
failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or
preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder. 
 (e) Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the Date of
Termination specified in the Notice of Termination, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive
of such termination, and (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Termination Effective Date, as the case may
be. Notwithstanding the above, an Executive shall not have a Date of Termination while he is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or if longer, so long as
the Executive retains a right to reemployment under an applicable statute or contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Executive will return to perform services.
Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six
(6) months, where such impairment causes the Executive to be unable to perform the duties of his position of 

  
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employment or any substantially similar position of employment, a twenty-nine (29) month period of absence is substituted for such six (6) month period. The Executive’s employment
shall be deemed to be terminated if it is reasonably anticipated based on the facts and circumstances that the Executive will perform no further services after a certain date or that the level of bona fide services the Executive would perform after
such date would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period (or the full period of services if the Executive has
been providing services for less than thirty-six (36) months). 
 5. Obligations of the Company upon Termination.
If, during the Employment Period, the Executive’s employment is terminated for any reason described in subsections 5(a)-(d), below, then the Company shall pay the Executive the Accrued Obligations and any additional amounts to which the
Executive may become entitled in accordance with subsections 5(a)-(d). If, during the Employment Period, the Executive’s employment is terminated for Cause as described in subsection 5(e), below, then the Company shall pay the Executive only
the amounts described in subsections 5(e). If Accrued Obligations shall be paid to the Executive, or in the case of the Executive’s death, the Executive’s estate or beneficiary, as applicable, the Accrued Obligations shall be paid in a
lump sum in cash within 30 days of the Date of Termination. 
 Section 5(a) shall apply only if the Company terminates the
Executive’s employment without Cause or if the Executive terminates employment for Good Reason during the Employment Period. Section 5(b) shall apply only if the Executive’s employment is terminated by reason of the Executive’s
death during the Employment Period. Section 5(c) shall apply only if the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period. Section 5(d) shall apply only if the Executive
terminates employment without Good Reason. Section 5(e) shall apply only if the Company terminates the Executive’s employment for Cause. 
 (a) Good Reason; Without Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good
Reason, subject to the execution and nonrevocation by the Executive of a release of claims agreement (the “Release”) in the form provided by the Company within the time period specified by the Company, which shall not exceed [45] days
following the Date of Termination, and provided that the Executive has complied in all material respects with the terms and conditions of the Release, the Company shall provide the Executive with the payments and benefits set forth below.

 (i) the Company shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of
Termination the aggregate of the following amounts: 
 (A) the amount equal to the product of (1) two and (2) the sum
of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and 

  
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 (B) a lump sum payment equal to the present value of the continuation, for two years after
the Executive’s Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program or policy, of benefits to the Executive and/or the Executive’s family that are at least equal to those which would
have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) in effect on the Date of Termination; 
 (ii) the Company shall, at its sole expense as incurred, with payment made directly to the provider of services, provide the Executive with outplacement services directly related to the termination of the
Executive’s services for the Company with the Company having payment approval, in its sole discretion, for reasonable services for a limited period. The limited period of time for which such expenses may be incurred does not include periods
beyond the last day of the second calendar year following the calendar year in which the Executive’s Date of Termination occurred, provided that the period during which the reimbursements for such expenses must be made may not extend beyond the
third calendar year of the Executive’s Date of Termination; and 
 (iii) to the extent not theretofore paid or provided,
the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company
and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). 
 (b) Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the
Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations, as described above, and the timely payment or provision of Other Benefits. With respect to the provision of Other Benefits, the term Other
Benefits as utilized in this Section 5(b) shall include, without limitation, and the Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and
affiliated companies to the estates and beneficiaries of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer
executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive’s estate and/or the Executive’s beneficiaries, as in effect on the date of the
Executive’s death with respect to other peer executives of the Company and its affiliated companies and their beneficiaries. 
 (c) Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further
obligations to the Executive, other than for payment of Accrued Obligations, as described above, and the timely payment or provision of Other Benefits. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this
Section 5(c) shall include, and the Executive shall be entitled after the Disability Termination Effective Date to receive, disability benefits at least equal to the most favorable of those generally provided by the Company and its affiliated
companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during
the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its
affiliated companies and their families. 

  
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 (d) Other than for Good Reason. If the Executive voluntarily terminates employment
during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations, as described above, and the timely payment or provision of Other
Benefits. 
 (e) For Cause. If the Executive’s employment shall be terminated for Cause during the Employment
Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) his Annual Base Salary through the Date of Termination, (y) the amount of any compensation previously
deferred by the Executive under the ESOP and Deferred Compensation Plan pursuant to the terms of such plans, as they may be amended from time to time, and (z) Other Benefits, in each case to the extent theretofore unpaid. 

6. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future
participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 11(f), shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as
explicitly modified by this Agreement. 
 7. Full Settlement. The Company’s obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event
shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the
Executive obtains other employment. In any suit, proceeding, dispute or action (including arbitration) to enforce or interpret any of the terms of this Agreement, the prevailing party shall be entitled to recover expenses, including reasonable
attorneys’ fees, in connection with such suit, proceeding, dispute or action, including appeal. 
 8. Certain Additional
Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the
Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 8) (a “Payment”) would be
subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-

  
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Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any
income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding
the foregoing provisions of this Section 8 (a), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Payments do not exceed 110% of the greatest amount (the “Reduced Amount”) that could be paid
to the Executive such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount. 

The “Reduced Amount” shall be an amount expressed in the present value which maximizes the aggregate present value of Payments under this
Agreement without causing any Payment under this Agreement to be subject to the excise tax imposed under Code Section 4999, determined in accordance with Code Section 280G(d)(4). Payments under this Agreement shall be reduced on a
nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to the Executive. Any such reduction shall be implemented in a manner consistent with the requirements of Code Section 409A, and if more than
one payment has the same value for this purpose and they are payable at different times, they will be reduced on a pro rata basis. 
 (b) Subject to the provisions of Section 8(c), all determinations required to be made under this Section 8, including whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte and Touche or such other certified public accounting firm as may be designated by the Executive (the “Accounting Firm”) which
shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the
Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to
this Section 8, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination, but in no event later than the calendar year following the calendar year in which the Executive remits
the Excise Tax to the Internal Revenue Service. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to Section 8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive, but in no event later than the calendar year following the calendar year in which the Executive pays the Excise Tax. 

  
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 (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and
shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to
the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the
Executive shall: 
 (i) give the Company any information reasonably requested by the Company relating to such claim;

 (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time
to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; 
 (iii) cooperate with the Company in good faith in order effectively to contest such claim, and 
 (iv) permit the Company to participate in any proceedings relating to such claim; 
 provided,
however, that the Company shall bear and pay during the period of representation directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 8(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority
in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination
before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such, claim and sue for a refund, the
Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect
thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the
Executive 

  
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with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Any such reimbursement to the Executive of amounts described under this
Section 8(c) shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. 

(d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), the Executive becomes
entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 8(c)) promptly pay to the Company the amount of such refund (together with any interest
paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with
respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required
to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 
 9. Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any
of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and which shall not be or become public knowledge
(other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the
Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of
this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. Any Avista Corporation Employee Confidentiality, Non-Solicitation and Invention Agreement signed by Executive is
incorporated herein by reference as if set forth in full. 
 10. Successors. (a) This Agreement is personal to the
Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the
Executive’s legal representatives. 
 (b) This Agreement shall inure to the benefit of and be binding upon the Company and
its successors and assigns. 

  
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 (c) The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it
if no such succession has taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise. 
 11. Miscellaneous. (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington, without reference to principles of conflict of laws. Venue for any suit, action or proceeding concerning this Agreement is to be in the Superior Court of the State of Washington for Spokane
County. By this Agreement, the parties confer jurisdiction over the subject matter of and parties to this Agreement to the Superior Court of the State of Washington for Spokane County. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. 

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 
  

							
		 	If to the Executive:	 		  	
				
		 	If to the Company:	 	Avista Corp.	  	
		 		 	1411 East Mission Avenue	  	
		 		 	Spokane, WA 99202	  	
		 		 	Attention: General Counsel	  	

 or to such other address as either party shall have furnished to the other in writing in accordance herewith.
Notice and communications shall be effective when actually received by the addressee. 
 (c) The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 

(d) The Company may withhold from amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation. 
 (e) The Executive’s or the Company’s failure to insist
upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 4(c)(i)-(iv) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. 

  
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 (f) The Executive and the Company acknowledge that, except as may otherwise be provided
under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, subject to Section 1(a) hereof, prior to the Effective Date, the Executive’s employment
and/or this Agreement may be terminated by either the Executive or the Company at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement. From and after the Effective Date this Agreement
shall supersede any other agreement between the parties with respect to the subject matter hereof. 
 (g) Notwithstanding any
provision of this Agreement to the contrary, if, at the time of the Executive’s Date of Termination, the Executive is a “specified employee” (as defined in Code Section 409A) and the deferral of the commencement of any severance
payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then the Company will defer the
commencement of the payment of any such severance payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that will not and could not under any circumstances, regardless of
when such Date of Termination occurs, be paid in full by March 15 of the year following the Executive’s termination and are in excess of the lesser of (i) two (2) times the Executive’s annual compensation for the year
preceding the Date of Termination or (ii) two (2) times the limit on compensation then set forth in Code Section 401(a)(17) and will not be paid by the end of the second calendar year following the year in which the termination
occurs, until the first payroll date that occurs after the date that is six (6) months following the Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are deferred due
to such requirements, such amounts will be paid in a lump sum to the Executive on the earliest of (a) the Executive’s death following the date of the Executive’s termination of employment with the Company or (b) the first payroll
date that occurs after the date that is six (6) months following the Executive’s “separation from service” with the Company. For these purposes, each severance payment or benefit is hereby designated as a separate payment or
benefit and will not collectively be treated as a single payment or benefit. In no event may the Executive, directly or indirectly, designate the calendar year of payment. This agreement is intended to comply with the requirements of Code
Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Code Section 409A and any ambiguities herein will be interpreted to so comply. The Executive and
the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to
actual payment to the Executive under Code Section 409A. 
 (h) All reimbursements provided under this Agreement shall be
provided in accordance with the requirements of Code Section 409A, including, if applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time
specified in this Agreement), (ii) the amount of expenses 

  
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eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be
made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. 

(i) Executive agrees that the Executive shall be responsible for any applicable taxes of any nature (including any penalties or interest
that may apply to such taxes) that the Company reasonably determines apply to any payment made hereunder, that his receipt of any benefit hereunder is conditioned on his satisfaction of any applicable withholding or similar obligations that apply to
such benefit, and that any cash payment owed hereunder will be reduced to satisfy any such withholding or similar obligations that may apply. 
 (j) Prior to the receipt of certain benefits under this Agreement, the Executive must execute a Release. Such Release shall specifically relate to all of the Executive’s rights and claims in
existence at the time of such execution and shall confirm the Executive’s obligations under the Company’s standard form of proprietary information agreement. For the avoidance of doubt, if the Executive does not execute a Release or if the
Executive revokes an executed Release within the time period permitted by law, the Executive shall not be entitled to the payments and benefits described in Section 5(a). 
 IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its
name on its behalf, all as of the day and year first above written. 
  

	
	  

[Executive]

	
	AVISTA CORPORATION
	
	By:                             
                                         
          



  
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