APS 2013 Annual Report Download - page 248

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.
13. 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.
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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