Exhibit 10.96
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 ____ (__) year
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) RETIREMENT, DEATH, OR DISABILITY. In the case of
Employee's Retirement (as defined herein), death or
Disability (as defined herein), Employee shall be deemed
to have been employed by the Company through the end of
the 2005 Performance Period.
(i) "Retirement" means a termination of employment
which constitutes an "Early Retirement" or a
"Normal Retirement" under the Pinnacle West
Capital Corporation Retirement Plan.
(ii) "Disability" means a period of disability during
which Employee qualifies for benefits under
Employee's employer's long-term disability plan,
or, if Employee does not participate in such a
plan, a period of disability during which Employee
would have qualified for benefits under such a
plan, as determined by the Committee, had Employee
been a participant in such a plan. The Committee
may require such medical or other evidence, as it
deems necessary to judge the nature of Employee's
condition.
(c) DIVIDEND EQUIVALENTS. At the time of the Company's
delivery of its Capital Stock to Employee pursuant to
Section 4(a) above, the Company will also deliver to
Employee a cash payment equal to the amount of dividends
that Employee would have received if Employee had
directly owned the Capital Stock received by Employee
for the Award from the Date of Grant through the Payment
Date, plus interest on such amount at the rate of _____
percent per annum, compounded quarterly.
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, except as set forth in Section 4 above. Employee
will, however, be entitled to receive any of the Capital Stock
and dividend equivalents payable under Section 4 of this Award
Agreement if Employee's
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employment terminates after the Performance Period but before
Employee's receipt of the Capital Stock and dividend
equivalents.
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.
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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