APS 2013 Annual Report Download - page 235

Exhibit 10.6.8c
PERFORMANCE SHARE AWARD AGREEMENT
THIS AWARD AGREEMENT is made and entered into as of , (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 2012 Long-Term Incentive Plan (the “Plan”), pursuant to which Performance Share Awards and Dividend Equivalent Awards
may be granted to employees of the Company and its Subsidiaries.
B. The Company desires to grant to Employee Performance Shares and Dividend Equivalents under the terms of the Plan.
C. Pursuant to the Plan, the Company and Employee agree as follows:
AGREEMENT
1. Grant of Award. Pursuant to action of the Committee, which was taken on the Date of Grant, the Company grants to Employee
( ) Performance Shares and related Dividend Equivalents. The Performance Shares granted under this Section 1 are referred to in this Award
Agreement as the “Base Grant.”
2. Award Subject to Plan. This Performance Share Award and the related Dividend Equivalent Award are granted under and are expressly subject to
all of the terms and provisions of the Plan, which terms are incorporated herein by reference, and this Award Agreement. In the event of any conflict
between the terms and conditions of this Award Agreement and the Plan, the provisions of the Plan shall control.
3. Performance Period. The Performance Period for this Award begins January 1, , and ends December 31, .
4. Payment and Vesting.
(a) Performance Shares Payable In Stock. As soon as practicable in the fiscal year immediately following the end of the Performance
Period, the Company will determine (i) the Company’s Total Shareholder Return (as defined herein) as compared to the Total Shareholder
Return of the companies in the S&P 1500 Super Composite Electric Utility Index (the “ Growth Index”) over the Performance Period and
(ii) the Company’s Average Performance with respect to the Performance Metrics (as defined herein). The Company then will deliver to
Employee one (1) share of the Company’s Stock for each then-outstanding Performance Share under this Award Agreement, subject to
adjustment pursuant to Section 5 below. The Stock payout, if any, related to the Company’s Total Shareholder Return will be made on or
before , . The Company anticipates that the Stock payout, if any, related to the Performance Metrics will be made by
, and in no event will such Stock payout be made later than December 31, .
(b) Normal or Early Retirement, Death or Disability; Late Career Recipient .
(i) Provided that Employee either qualifies for “Early Retirement” or “Normal Retirement” under the Pinnacle West Capital Corporation
Retirement Plan (the “Retirement Plan”), or is a Late Career Recipient (as defined below), in the case of Employee’s death or Disability,
Employee shall be deemed to have been employed by the Company through the end of the
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