APS 2015 Annual Report Download - page 240

(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 Performance
Period and Employee (or his or her estate) will receive the Stock, if any, to which Employee is entitled at the time specified in
Section 4(a).
(ii) In the case of Employee’s Termination of Employment during the Performance Period which constitutes an Early Retirement or
a Normal Retirement under the Retirement Plan, Employee shall be deemed to have been employed by the Company through the
end of the Performance Period and Employee (or his or her estate) will receive the Stock, if any, to which Employee is entitled at
the time specified in Section 4(a).
(iii) If, at the time of Employee’s death, Disability or retirement Employee has reached sixty (60) years of age and has been
credited with at least five (5) Years of Service, as defined under the Retirement Plan, and does not otherwise meet the criteria for
Early Retirement or Normal Retirement under the Retirement Plan, Employee shall be treated for purposes of this Agreement as a
“Late Career Recipient”. Upon a Late Career Recipient’s retirement during the Performance Period, Employee will receive a
straight prorated payout of the number of Performance Shares calculated in accordance with Section 5 based on the number of
days Employee was employed during the Performance Period. Upon a Late Career Recipient’s retirement following the end of the
Performance Period, Employee will receive a payout of the number of Performance Shares calculated in accordance with Section
5. No fractional Stock shall be issued. If the Stock payout results in a fractional share of one-half or greater, such fraction will be
increased to provide for the issuance of a full share of Stock. Employee will receive the Stock, if any, to which Employee is
entitled at the time specified in Section 4(a).
(c) Termination Without Cause. In the event Employee’s employment is terminated by the Company without cause, the Chief
Executive Officer (“CEO”) of the Company may determine in his discretion if, to what extent, and when any unvested portion of
the Performance Shares granted under this Agreement should vest; provided, however, that (i) any vesting of unvested
Performance Shares granted under this Agreement pursuant to this Section 4(c) shall be approved by the Committee, and (ii)
nothing herein shall obligate the CEO to exercise his discretion to cause any unvested Performance Shares to vest.
(d) Termination For Cause. Notwithstanding any other provision in this Section 4, in the event Employee is terminated for Cause,
then regardless of Employee’s retirement, Early Retirement, Normal Retirement, death or Disability, Employee shall forfeit the
right to receive any Stock hereunder that Employee would otherwise be entitled to receive following his or her date of termination.
For purposes only of this Section 4(d), “Cause” means (A) embezzlement, theft, fraud, deceit and/or dishonesty by the Employee
involving the property, business or affairs of the Company or any of its subsidiaries, or (B) an act of moral turpitude which in the
sole judgment of the CEO reflects adversely on the business or reputation of the Company or any of its subsidiaries or negatively
affects any of the Company’s or any of its subsidiaries’ employees or customers.
(e) Disability. “Disability” has the meaning set forth for such term in the Retirement Plan.
(f) Dividend Equivalents. In satisfaction of the Dividend Equivalents Award made pursuant to Section 1, at the time of the
Company’s delivery of Stock to Employee pursuant to this Section 4, the Company also will deliver to Employee fully
transferrable shares of Stock equal in value to the amount of dividends, if any, that Employee would have received if Employee
had directly owned the Stock to which the Performance Shares relate from the Date of Grant to the date of the Stock payout, plus
interest on such amount at the rate of 5 percent compounded quarterly, as determined pursuant to the Plan. The number of shares
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