APS 2015 Annual Report Download - page 239

Exhibit 10.6.6e
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 Company anticipates that the Stock payout,
if any, related to the Company’s Total Shareholder Return will be made by _______. 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 _______.
(b) Normal or Early Retirement, Death or Disability; Late Career Recipient.
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