APS 2013 Annual Report Download - page 241

(c) [No Pledging or Hedging. Employee agrees that during his or her term of employment and for a period of 90 days thereafter, Employee
will not pledge, margin, hypothecate, hedge, or otherwise grant an economic interest in any shares of Company stock received by Employee
pursuant to this Award (net of shares sold or surrendered to meet tax withholding or exercise requirements). This restriction shall extend to
the purchase or creation of any short sales, zero-cost collars, forward sales contracts, puts, calls, options or other derivative securities in
respect of any shares of Company stock.]
(d) Remedies. If Employee fails to comply with Sections 11, 12(a), [or] 12(b) [or 12(c)] in a material respect, the Company may (i) cause
any of Employee’s unvested Performance Shares and related Dividend Equivalents to be cancelled and forfeited, (ii) refuse to deliver shares
of Stock or cash in exchange for vested Performance Shares or Dividend Equivalents, and/or (iii) pursue any other rights and remedies the
Company may have pursuant to this Award Agreement or the Plan at law or in equity including, specifically, injunctive relief.
13. Non-Transferability. Neither this Award nor any rights under this Award Agreement may be assigned, transferred, or in any manner encumbered
except as provided in the Plan.
14. 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.
15. Amendment. Except as provided below, any amendments to this Award Agreement must be made by a written agreement executed by the Company
and Employee. The Company may amend this Award Agreement unilaterally, without the consent of Employee, if the change (i) is required by law or
regulation, (ii) does not adversely affect in any material way the rights of Employee, or (iii) is required to cause the benefits under the Plan to qualify
as performance-based compensation within the meaning of Section 162(m) of the Code or to comply with the provisions of Section 409A of the Code
and applicable regulations or other interpretive authority. Additional rules relating to amendments to the Plan or any Award Agreement to assure
compliance with Section 409A of the Code are set forth in Section 17.15 of the Plan.
16. Performance-Based Award. This Award is intended to be a Performance-Based Award if Employee is considered to be a Covered Employee for the
tax year of the Company for which the Company claims a related tax deduction.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed, as of the Date of Grant, by an authorized representative
of the Company and this Award Agreement has been executed by Employee.
PINNACLE WEST CAPITAL CORPORATION
By:
Its:
Date:
EMPLOYEE
By:
Date:
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