Exhibit 10.95
PERFORMANCE SHARE AGREEMENT
UNDER THE
PINNACLE WEST CAPITAL CORPORATION 2002
LONG-TERM INCENTIVE PLAN
THIS AWARD AGREEMENT is made and entered into as of __________ __, 20___
(the "Date of Grant"), by and between Pinnacle West Capital Corporation (the
"Company"), and ______________ ("Employee").
BACKGROUND
A. The Board of Directors of the Company (the "Board of Directors") has
adopted, and the Company's shareholders have approved, the Pinnacle
West Capital Corporation 2002 Long-Term Incentive Plan (the "Plan"),
pursuant to which performance share incentive awards may be granted
to employees of the Company and its subsidiaries and certain other
individuals.
B. The Company desires to grant to Employee a performance share award
under the terms of the Plan as described herein.
C. Pursuant to the Plan, the Company and Employee agree as follows:
AGREEMENT
1. GRANT OF AWARDS. The Company grants to Employee a performance
share award of _________ performance shares, subject to the
terms, conditions, and adjustments set forth in this Award
Agreement.
2. AWARD SUBJECT TO PLAN. This award is granted under, and is
expressly subject to, all of the terms and provisions of the
Plan, which terms are incorporated herein by reference, and
this Award Agreement. The committee referred to in Section 4
of the Plan (the "Committee") has been appointed by the Board
of Directors, and designated by it, as the Committee to make
awards.
3. PERFORMANCE PERIOD. The performance period for the award of
_____ performance shares (the "Award") is the period beginning
__________ __, 20___ and ending __________ __, 20___ (the
"Performance Period").
4. PAYMENT.
(a) PERFORMANCE SHARES PAYABLE IN CAPITAL STOCK. Subject to
early termination of this Award Agreement pursuant to
Section 5 below, if Employee remains employed by the
Company or any of its subsidiaries throughout the
Performance Period, promptly following the Performance
Period, but not later than __________ __, 20___ (the
"Payment Date"), the Company will deliver to Employee
one (1) share of Capital Stock for each then-outstanding
performance share granted to Employee under the Award
made pursuant to this Award Agreement.
(b) DIVIDEND EQUIVALENTS. No dividend equivalents are
granted pursuant to this Award.
5. TERMINATION OF AWARD. This Award Agreement will terminate and
be of no further force or effect on the date that Employee is
no longer actively employed by the Company or any of its
subsidiaries for any reason, including death, disability or
retirement. Employee will, however, be entitled to receive any
of the Capital Stock payable under Section 4 of this Award
Agreement if Employee's employment terminates after the
Performance Period but before Employee's receipt of the
Capital Stock.
6. TAX WITHHOLDING. Employee must pay, or make arrangements
acceptable to the Company for the payment of, any and all
federal, state, and local income and payroll tax withholding
that in the opinion of the Company is required by law. Unless
Employee satisfies any such tax withholding obligation by
paying the amount in cash or by check, the Company will
withhold shares of Capital Stock having a Fair Market Value on
the date of withholding sufficient to cover the withholding
obligation.
7. NON-TRANSFERABILITY. Neither this award nor any rights under
this Award Agreement may be assigned, transferred, or in any
manner encumbered except by will or the laws of descent and
distribution, and any attempted assignment, transfer,
mortgage, pledge or encumbrance, except as herein authorized,
will be void and of no effect.
8. DEFINITIONS: COPY OF PLAN AND PLAN PROSPECTUS. To the extent
not specifically defined in this Award Agreement, all
capitalized terms used in this Award Agreement will have the
same meanings ascribed to them in the Plan. By signing this
Award Agreement, Employee acknowledges receipt of a copy of
the Plan and the related Plan Prospectus.
9. CHOICE OF LAW. This Agreement will be governed by the laws of
the State of Arizona, excluding any conflicts or choice of law
rule or principle that might otherwise refer construction or
interpretation of this Agreement to another jurisdiction.
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An authorized representative of the Company has signed this Award
Agreement, and Employee has signed this Award Agreement to evidence Employee's
acceptance of the award on the terms specified in this Award Agreement, all as
of the Date of Grant.
PINNACLE WEST CAPITAL CORPORATION
By: _____________________________________
Its: ____________________________________
_________________________________________
Employee
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