SEC Info - Pinnacle West Capital Corp., et al. - ‘10-K’ for 12/31/20

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Pinnacle West Capital Corp., et al. – ‘10-K’ for 12/31/20 – ‘EX-10.6.5K’

On: Wednesday, 2/24/21, at 8:32am ET · For: 12/31/20 · Accession #: 764622-21-13 · File #s: 1-04473, 1-08962

Previous ‘10-K’: ‘10-K’ on 2/21/20 for 12/31/19 · Next: ‘10-K’ on 2/25/22 for 12/31/21 · Latest: ‘10-K’ on 2/27/24 for 12/31/23 · 85 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/24/21  Pinnacle West Capital Corp.       10-K       12/31/20  144:26M
          Arizona Public Service Co.

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.25M 
 2: EX-4.9      Instrument Defining the Rights of Security Holders  HTML     63K 
 3: EX-10.4.4   Material Contract                                   HTML     51K 
 4: EX-10.4.5A  Material Contract                                   HTML     47K 
 5: EX-10.4.5B  Material Contract                                   HTML     45K 
 6: EX-10.4.6   Material Contract                                   HTML     58K 
 7: EX-10.4.7   Material Contract                                   HTML     52K 
 8: EX-10.4.8   Material Contract                                   HTML     51K 
 9: EX-10.6.4   Material Contract                                   HTML     40K 
10: EX-10.6.5K  Material Contract                                   HTML     77K 
11: EX-10.6.5L  Material Contract                                   HTML     77K 
12: EX-21.1     Subsidiaries List                                   HTML     37K 
13: EX-23.1     Consent of Expert or Counsel                        HTML     37K 
14: EX-23.2     Consent of Expert or Counsel                        HTML     37K 
15: EX-31.1     Certification -- §302 - SOA'02                      HTML     43K 
16: EX-31.2     Certification -- §302 - SOA'02                      HTML     43K 
17: EX-31.3     Certification -- §302 - SOA'02                      HTML     43K 
18: EX-31.4     Certification -- §302 - SOA'02                      HTML     43K 
19: EX-32.1     Certification -- §906 - SOA'02                      HTML     41K 
20: EX-32.2     Certification -- §906 - SOA'02                      HTML     41K 
27: R1          Cover Page                                          HTML    115K 
28: R2          Consolidated Statements of Income                   HTML    136K 
29: R3          Consolidated Statements of Comprehensive Income     HTML     74K 
30: R4          Consolidated Statements of Comprehensive Income     HTML     46K 
                (Parenthetical)                                                  
31: R5          Consolidated Balance Sheets                         HTML    254K 
32: R6          Consolidated Balance Sheets (Parenthetical)         HTML     56K 
33: R7          Consolidated Statements of Cash Flows               HTML    165K 
34: R8          Consolidated Statements of Changes in Equity        HTML    129K 
35: R9          Consolidated Statements of Changes in Equity        HTML     39K 
                (Parenthetical)                                                  
36: R10         Summary of Significant Accounting Policies          HTML    123K 
37: R11         Revenue                                             HTML     71K 
38: R12         New Accounting Standards                            HTML     49K 
39: R13         Regulatory Matters                                  HTML    258K 
40: R14         Income Taxes                                        HTML    225K 
41: R15         Lines of Credit and Short-Term Borrowings           HTML     58K 
42: R16         Long-Term Debt and Liquidity Matters                HTML    105K 
43: R17         Retirement Plans and Other Postretirement Benefits  HTML    311K 
44: R18         Leases                                              HTML     87K 
45: R19         Jointly-Owned Facilities                            HTML     87K 
46: R20         Commitments and Contingencies                       HTML     99K 
47: R21         Asset Retirement Obligations                        HTML     50K 
48: R22         Fair Value Measurements                             HTML    159K 
49: R23         Earnings Per Share                                  HTML     54K 
50: R24         Stock-Based Compensation                            HTML     75K 
51: R25         Derivative Accounting                               HTML    121K 
52: R26         Other Income and Other Expense                      HTML     80K 
53: R27         Palo Verde Sale Leaseback Variable Interest         HTML     48K 
                Entities                                                         
54: R28         Investments in Nuclear Decommissioning Trusts and   HTML    108K 
                Other Special Use Funds                                          
55: R29         Changes in Accumulated Other Comprehensive Loss     HTML     77K 
56: R30         Schedule I - Condensed Financial Information of     HTML    148K 
                Registrant                                                       
57: R31         Summary of Significant Accounting Policies          HTML    141K 
                (Policies)                                                       
58: R32         Summary of Significant Accounting Policies          HTML     80K 
                (Tables)                                                         
59: R33         Revenue (Tables)                                    HTML     64K 
60: R34         Regulatory Matters (Tables)                         HTML    162K 
61: R35         Income Taxes (Tables)                               HTML    224K 
62: R36         Lines of Credit and Short-Term Borrowings (Tables)  HTML     54K 
63: R37         Long-Term Debt and Liquidity Matters (Tables)       HTML    103K 
64: R38         Retirement Plans and Other Postretirement Benefits  HTML    304K 
                (Tables)                                                         
65: R39         Leases (Tables)                                     HTML     85K 
66: R40         Jointly-Owned Facilities (Tables)                   HTML     88K 
67: R41         Commitments and Contingencies (Tables)              HTML     55K 
68: R42         Asset Retirement Obligations (Tables)               HTML     48K 
69: R43         Fair Value Measurements (Tables)                    HTML    139K 
70: R44         Earnings Per Share (Tables)                         HTML     54K 
71: R45         Stock-Based Compensation (Tables)                   HTML     92K 
72: R46         Derivative Accounting (Tables)                      HTML    168K 
73: R47         Other Income and Other Expense (Tables)             HTML     79K 
74: R48         Palo Verde Sale Leaseback Variable Interest         HTML     47K 
                Entities (Tables)                                                
75: R49         Investments in Nuclear Decommissioning Trusts and   HTML    107K 
                Other Special Use Funds (Tables)                                 
76: R50         Changes in Accumulated Other Comprehensive Loss     HTML     76K 
                (Tables)                                                         
77: R51         Summary of Significant Accounting Policies -        HTML    121K 
                Additional Information (Details)                                 
78: R52         Summary of Significant Accounting Policies -        HTML     66K 
                Summary of Property, Plant and Equipment (Details)               
79: R53         Summary of Significant Accounting Policies -        HTML     62K 
                Supplemental Cash Flow Information (Details)                     
80: R54         Revenue - Sources of Revenue (Details)              HTML     55K 
81: R55         Revenue - Additional Information (Details)          HTML     52K 
82: R56         Revenue - Allowance for Doubtful Accounts           HTML     45K 
                (Details)                                                        
83: R57         Regulatory Matters - Regulatory Matters - COVID-19  HTML     79K 
                (Details)                                                        
84: R58         Regulatory Matters - Retail Rate Case Filing        HTML    136K 
                (Details)                                                        
85: R59         Regulatory Matters - Capital Structure and Costs    HTML     52K 
                of Capital (Details)                                             
86: R60         Regulatory Matters - Additional Information         HTML    285K 
                (Details)                                                        
87: R61         Regulatory Matters - Deferred Fuel and Purchased    HTML     50K 
                Power Regulatory Asset (Details)                                 
88: R62         Regulatory Matters - Four Corners, Cholla and       HTML     51K 
                Navajo Plant (Details)                                           
89: R63         Regulatory Matters - Schedule of Regulatory Assets  HTML     96K 
                (Details)                                                        
90: R64         Regulatory Matters - Schedule of Regulatory         HTML     96K 
                Liabilities (Details)                                            
91: R65         Income Taxes - Additional Information (Details)     HTML     62K 
92: R66         Income Taxes - Reconciliation of Unrecognized Tax   HTML     59K 
                Benefits (Details)                                               
93: R67         Income Taxes - Summary of Unrecognized Tax          HTML     47K 
                Benefits (Details)                                               
94: R68         Income Taxes - Components of Income Tax Expense     HTML     64K 
                (Details)                                                        
95: R69         Income Taxes - Effective Tax Rate Reconciliation    HTML     71K 
                (Details)                                                        
96: R70         Income Taxes - Components of Deferred Income Tax    HTML    109K 
                Liability (Details)                                              
97: R71         Lines of Credit and Short-Term Borrowings -         HTML     57K 
                Schedule of Credit Facilities (Details)                          
98: R72         Lines of Credit and Short-Term Borrowings -         HTML    104K 
                Additional Information (Details)                                 
99: R73         Long-Term Debt and Liquidity Matters - Components   HTML    100K 
                of Long-Term Debt (Details)                                      
100: R74         Long-Term Debt and Liquidity Matters - Additional   HTML    116K  
                Information (Details)                                            
101: R75         Long-Term Debt and Liquidity Matters - Future       HTML     61K  
                Principal Payments (Details)                                     
102: R76         Long-Term Debt and Liquidity Matters - Fair Value   HTML     46K  
                of Long-Term Debt (Details)                                      
103: R77         Retirement Plans and Other Postretirement Benefits  HTML     84K  
                - Additional Information (Details)                               
104: R78         Retirement Plans and Other Postretirement Benefits  HTML     66K  
                - Net Periodic Benefit Costs and Portion including               
                Portion Charged to Expense (Details)                             
105: R79         Retirement Plans and Other Postretirement Benefits  HTML     78K  
                - Changes Benefit Obligations and Funded Status                  
                (Details)                                                        
106: R80         Retirement Plans and Other Postretirement Benefits  HTML     49K  
                - Projected Benefit Obligation for Pension Plans                 
                (Details)                                                        
107: R81         Retirement Plans and Other Postretirement Benefits  HTML     56K  
                - Amounts Recognized on the Consolidated Balance                 
                Sheets (Details)                                                 
108: R82         Retirement Plans and Other Postretirement Benefits  HTML     55K  
                - Impact to Accumulated Other Comprehensive Loss                 
                (Details)                                                        
109: R83         Retirement Plans and Other Postretirement Benefits  HTML     80K  
                - Weighted-Average Assumptions for Pensions and                  
                Other Benefits (Details)                                         
110: R84         Retirement Plans and Other Postretirement Benefits  HTML     61K  
                - Asset Allocation (Details)                                     
111: R85         Retirement Plans and Other Postretirement Benefits  HTML    118K  
                - Fair Value of Pinnacle West's Pension Plan                     
                (Details)                                                        
112: R86         Retirement Plans and Other Postretirement Benefits  HTML     55K  
                - Estimated Future Benefit Payments (Details)                    
113: R87         Leases - Additional information (Details)           HTML     61K  
114: R88         Leases - Lease costs (Details)                      HTML     53K  
115: R89         Leases - Maturity of our operating lease            HTML     66K  
                liabilities (Details)                                            
116: R90         Leases - Other additional information related to    HTML     47K  
                operating lease liabilities (Details)                            
117: R91         Jointly-Owned Facilities (Details)                  HTML    102K  
118: R92         Commitments and Contingencies - Palo Verde Nuclear  HTML    119K  
                Generating Station and Contractual Obligations                   
                (Details)                                                        
119: R93         Commitments and Contingencies - Superfund-Related   HTML     48K  
                Matters and Southwest Power Outage (Details)                     
120: R94         Commitments and Contingencies - Environmental       HTML    105K  
                Matters and Financial Assurances (Details)                       
121: R95         Asset Retirement Obligations (Details)              HTML     63K  
122: R96         Fair Value Measurements - Fair Value of Assets and  HTML    122K  
                Liabilities (Details)                                            
123: R97         Fair Value Measurements - Additional Information    HTML     48K  
                (Details)                                                        
124: R98         Earnings Per Share (Details)                        HTML     66K  
125: R99         Stock-Based Compensation - Additional Information   HTML    101K  
                (Details)                                                        
126: R100        Stock-Based Compensation - Summary of Restricted    HTML     49K  
                Stock, Stock Grants, Stock Units and Performance                 
                Shares (Details)                                                 
127: R101        Stock-Based Compensation - Status of Nonvested      HTML     78K  
                Restricted Stock, Stock Grants, Stock Units and                  
                Performance Shares (Details)                                     
128: R102        Derivative Accounting - Additional Information      HTML     56K  
                (Details)                                                        
129: R103        Derivative Accounting - Outstanding Gross Notional  HTML     42K  
                Amounts Outstanding (Details)                                    
130: R104        Derivative Accounting - Gains and Losses from       HTML     55K  
                Derivative Instruments (Details)                                 
131: R105        Derivative Accounting - Derivative Instruments in   HTML     97K  
                the Balance Sheet (Details)                                      
132: R106        Derivative Accounting - Credit Risk and Related     HTML     45K  
                Contingent Features (Details)                                    
133: R107        Other Income and Other Expense (Details)            HTML     79K  
134: R108        Palo Verde Sale Leaseback Variable Interest         HTML     70K  
                Entities (Details)                                               
135: R109        Palo Verde Sale Leaseback Variable Interest         HTML     51K  
                Entities - Schedule of VIEs (Details)                            
136: R110        Investments in Nuclear Decommissioning Trusts and   HTML    133K  
                Other Special Use Funds (Details)                                
137: R111        Changes in Accumulated Other Comprehensive Loss     HTML     73K  
                (Details)                                                        
138: R112        SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF     HTML     77K  
                REGISTRANT - Comprehensive Income (Details)                      
139: R113        SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF     HTML    154K  
                REGISTRANT - Balance Sheets (Details)                            
140: R114        SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF     HTML    117K  
                REGISTRANT - Cash Flows (Details)                                
142: XML         IDEA XML File -- Filing Summary                      XML    254K  
26: XML         XBRL Instance -- pnw-20201231_htm                    XML   7.07M 
141: EXCEL       IDEA Workbook of Financial Reports                  XLSX    234K  
22: EX-101.CAL  XBRL Calculations -- pnw-20201231_cal                XML    507K 
23: EX-101.DEF  XBRL Definitions -- pnw-20201231_def                 XML   2.30M 
24: EX-101.LAB  XBRL Labels -- pnw-20201231_lab                      XML   3.87M 
25: EX-101.PRE  XBRL Presentations -- pnw-20201231_pre               XML   2.51M 
21: EX-101.SCH  XBRL Schema -- pnw-20201231                          XSD    465K 
143: JSON        XBRL Instance as JSON Data -- MetaLinks              763±  1.19M  
144: ZIP         XBRL Zipped Folder -- 0000764622-21-000013-xbrl      Zip   1.24M

‘EX-10.6.5K’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Document

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

a.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.”

b.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.

c.Performance Period. The Performance Period for this Award begins January 1, _____, and ends December 31, ______.

d.Payment and Vesting.

(i)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 Edison Electric Institute 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 ________.

(ii)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 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).

(iii)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.

(iv)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.

(v)Disability. “Disability” has the meaning set forth for such term in the Retirement Plan.

(vi)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 of Stock distributed to Employee will be determined by dividing the amount of the Dividend Equivalents and interest by the Fair Market Value of one share of Stock as of the applicable date of the Stock payout. 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.

(vii)Impact on Retirement Plans. The value of the shares of Stock distributed upon payment for the Performance Shares and Dividend Equivalents will be disregarded for purposes of calculating the amount of Employee’s benefit under any Company retirement plans.

e.Performance Criteria and Adjustments. Fifty percent (50%) of the Performance Shares awarded under this Award Agreement will be determined pursuant to Section 5(a) and fifty percent (50%) of the Performance Shares awarded under this Award Agreement will be determined pursuant to Section 5(b). In no event will Employee be entitled to receive a number of Performance Shares pursuant to this Award Agreement greater than 2.0 times the Base Grant.

(i)Adjustment of Base Grant for Total Shareholder Return. Fifty percent (50%) of the Base Grant will increase or decrease based upon the Company’s “Total Shareholder Return” as compared to the Total Shareholder Return of the companies in the Growth Index during the Performance Period, as follows:


If the Company’s Total Shareholder Return Over The Performance Period As Compared to the Total Shareholder Return of the Companies in the Growth Index is:			The Number of Performance Shares will be:
90th Percentile or greater 75th Percentile			1.0 X Base Grant .75 X Base Grant
55th Percentile			0.5 X Base Grant
25th Percentile			0.25 X Base Grant
Less than 25th Percentile			None

If intermediate percentiles are achieved, the number of Performance Shares awarded will be prorated (partial shares will be rounded down to the nearest whole share when applicable). In no event will Employee be entitled to receive a number of Performance Shares pursuant to this Subsection 5(a) greater than 1.0 times the Base Grant.

(ii)Adjustment of Base Grant for Performance Metrics. Fifty percent (50%) of the Base Grant will increase or decrease based upon the Company’s “Average Performance” with respect to the “Performance Metrics,” as follows:


If the Company’s Average Performance is:			The Number of Performance Shares will be:
90th Percentile or greater 75th Percentile			1.0 X Base Grant .75 X Base Grant
55th Percentile			0.5 X Base Grant
25th Percentile			0.25 X Base Grant
Less than 25th Percentile			None

If intermediate percentiles are achieved, the number of Performance Shares awarded pursuant to this Subsection 5(b) will be prorated (partial shares will be rounded down to the nearest whole share when applicable). In no event will Employee be entitled to receive a number of Performance Shares pursuant to this Subsection (b) greater than 1.0 times the Base Grant.

f.Definitions.

(i)Performance Metrics. The “Performance Metrics” for the Performance Period are: (i) the System Average Interruption Frequency Index (Major Events Excluded) (“SAIFI”); (ii) Arizona Public Service Company’s customer to employee improvement ratio; (iii) the OSHA rate (All Incident Injury Rate); (iv) nuclear capacity factor; and (v) the J.D. Power Electric Utility Residential Study Overall Customer Satisfaction Index.

(1)With respect to the Performance Metric described in clause (i) of this Subsection 6(a), the Edison Electric Institute (“EEI”) will provide data on an annual basis regarding the SAIFI result of the participating companies; the Company will calculate its SAIFI result for the year in question and determine its percentile ranking based on the information provided by EEI.

(2)With respect to the Performance Metric described in clause (ii) of this Subsection 6(a), S&P Global Market Intelligence (“Market Intelligence”), an independent third party data system, will provide data on an annual basis regarding the customer and employee counts; the Company will use its customer and employee counts for the year in question and determine its percentile ranking based on the information provided by Market Intelligence. Only those companies whose customers and employees were included in the data provided by Market Intelligence in each of the years of the Performance Period will be considered.

(3)With respect to the Performance Metric described in clause (iii) of this Subsection 6(a), EEI will provide data on an annual basis regarding the OSHA rate of the participating companies; the Company will calculate its OSHA rate for the year in question and determine its percentile ranking based on the information provided by EEI.

(4)With respect to the Performance Metric described in clause (iv) of this Subsection 6(a), Market Intelligence will provide data on an annual basis regarding the nuclear capacity factors of the participating nuclear plants; the Company will calculate its nuclear capacity factor for the year in question and determine its percentile ranking based on the information provided by Market Intelligence. Only those plants that were included in the data provided by Market Intelligence in each of the years of the Performance Period will be considered.

(5)With respect to the Performance Metric described in clause (v) of this Subsection 6(a), the J.D. Power Electric Utility Residential Study will provide data on an annual basis regarding the scores of the participating companies; the Company will calculate its percentile ranking within the large, investor-owned utility peer set based on the information provided by J.D. Power.

(6)The Company’s percentile ranking during the Performance Period for each Performance Metric will be the average of the Company’s percentile ranking for each Performance Metric during each of the three years of the Performance Period (each, an “Average Performance Metric”); provided, however, that if the third year of a Performance Metric is not calculable by December 15 of the following year, the Performance Metric shall consist of the three most recent years for which such Performance Metric is calculable. The Company’s “Average Performance,” for purposes of determining any Base Grant adjustments pursuant to Subsection 5(b) above will be the average of the Average Performance Metrics. If only quartile, rather than percentile, rankings are available for a particular Performance Metric, the Average Performance Metric for any such Performance Metric shall be expressed as a percentile. For example, if the Performance Metric was in the top quartile for two Performance Periods and in the lowest quartile in the other

Performance Period, the average of these quartiles would be 3 (the average of 4, 4, and 1) and the Average Performance Metric would be the 75th percentile (3 /4). The calculations in this Subsection 6(a)(6) will be verified by the Company’s internal auditors.

(7)If either EEI or Market Intelligence discontinues providing the data specified above, the Committee shall select a data source that, in the Committee’s judgment, will provide data most comparable to the data provided by EEI or Market Intelligence, as the case may be. If the J.D. Power Electric Utility Residential Customer Satisfaction Study (or a successor JD Power survey) is not available during each of the years of the Performance Period, the Performance Metric associated with the JD Power Residential Survey (Subsection 6(a)(5)) will be disregarded and not included in the Company’s Average Performance for purposes of determining any Base Grant adjustments pursuant to Subsection 5(b).

(ii)Total Shareholder Return. “Total Shareholder Return” for the Performance Period is the measure of a company’s stock price appreciation plus any dividends paid during the Performance Period. Only those companies that were included in the Growth Index in each of the years of the Performance Period will be considered. Total Shareholder Return for the Company and the companies in the Growth Index will be determined using the Daily Comparative Return as calculated by Bloomberg (or other independent third party data system). If the Growth Index is discontinued, the Committee shall select the most comparable index then in use for the sector comparison. In addition, if the sector comparison is no longer representative of the Company’s industry or business, the Committee shall replace the Growth Index with the most representative index then in use. Once the Total Shareholder Returns of the Company and all relevant companies in the Growth Index have been determined, the member companies will be ranked from greatest to least. Percentiles will be calculated (interpolated from 0% to 100%) based on a company’s relative ranking. Percentiles will be carried out to one (1) decimal place. If the Company is not in the Growth Index, then its percentile will be interpolated between the companies listed in the relative ranking. These calculations will be verified by the Company’s internal auditors.

g.Termination of Award. This Award Agreement will terminate and be of no further force or effect on the date that Employee is no longer employed by the Company or any of its subsidiaries, whether due to voluntary or involuntary termination, death, retirement, Disability, or otherwise, except as specifically set forth in Section 4 above or in Article 15 of the Plan. Employee will, however, be entitled to receive any Stock and Dividend Equivalents payable under Section 4 of this Award Agreement if Employee’s employment terminates after the end of the Performance Period but before Employee’s receipt of such Stock and Dividend Equivalents.

h.Section 409A Compliance. If the Company concludes, in the exercise of its discretion, that this Award is subject to Section 409A of the Code, the Plan and this Award Agreement shall be administered in compliance with Section 409A and each provision of this Award Agreement and the Plan shall be interpreted to comply with Section 409A. If the Company concludes, in the exercise of its discretion, that this Award is not subject to Section 409A, but, instead, is eligible for the short-term deferral exception to the requirements of Section 409A, the Plan and this Award Agreement shall be administered to comply with the requirements of the short-term deferral exception to the requirements of Section 409A and each provision of this Award Agreement and the Plan shall be interpreted to comply with the requirements of such exception. In either event, Employee does not have any right to make any election regarding the time or form of any payment due under this Award Agreement.

i.Tax Withholding. Employee is responsible for any and all federal, state, and local income, payroll or other tax obligations or withholdings (collectively, the “Taxes”) arising out of this Award. Employee shall pay any and all Taxes due in connection with a payout of Stock hereunder by having the Company withhold shares of Stock from such payout.

j.Continued Employment. Nothing in the Plan or this Award Agreement shall be interpreted to interfere with or limit in any way the right of the Company or its subsidiaries to terminate Employee’s employment or services at any time. In addition, nothing in the Plan or this Award Agreement shall be interpreted to confer upon Employee the right to continue in the employ or service of the Company or its subsidiaries.

k.Confidentiality. During Employee’s employment and after termination thereof, for any reason, Employee agrees that Employee will not, directly or indirectly, in one or a series of transactions, disclose to any person, or use or otherwise exploit for Employee’s own benefit or for the benefit of anyone other than the Company or any of its Affiliates any Confidential Information (as hereinafter defined), whether prepared by Employee or not; provided, however, that during the term of Employee’s employment, any Confidential Information may be disclosed (i) to officers, representatives, employees and agents of the Company and its Affiliates who need to know such Confidential Information in order to perform the services or conduct the operations required or expected of them in the business, and (ii) in good faith by Employee in connection with the performance of Employee’s job duties to persons who are authorized to receive such information by the Company or its Affiliates. Employee shall have no obligation to keep confidential any Confidential Information, if and to the extent disclosure of any such information is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Employee shall provide the Company with prompt notice of such requirement, prior to making any disclosure, so that it may seek an appropriate protective order.

Employee agrees that all Confidential Information of the Company and its Affiliates (whether now or hereafter existing) conceived, discovered or made by him during employment exclusively belongs to the Company or its Affiliates (and not to Employee). Employee will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. For purposes of this Section 11, the term “Confidential Information” shall mean and include any information disclosed to Employee any time during Employee’s employment with the Company or its Affiliates or thereafter which is not generally known to the public, including, but not limited to, information concerning the Company’s or its Affiliates’ assets and valuations, business plans, methods of operation, management, information systems, procedures, processes, practices, policies, plans, programs, personnel and/or reports or other information prepared by appraisers, consultants, advisors, bankers or attorneys.

l.Restrictive Covenants.

(i)Non-Competition. Employee agrees that for a period of 12 months following any Termination of Employment voluntarily by Employee (other than due to Disability), Employee shall not, without the prior written consent of the Company’s General Counsel, participate, whether as a consultant, employee, contractor, partner, owner (ownership of less than 5% of the outstanding stock of a publicly traded company will not be considered ownership under this provision), co-owner, or otherwise, with any business, corporation, group, entity or individual that is or intends to be engaged in the business activity of supplying electricity in any area of Arizona for which the Company or its Affiliates is authorized to supply electricity.

(ii)Employee Non-Solicitation. Employee agrees that for a period of 12 months following Employee’s Termination of Employment for any reason, Employee will not encourage, induce, or otherwise solicit, or actively assist any other person or organization to encourage, induce or otherwise solicit, directly or indirectly, any employee of the Company or any of its Affiliates to terminate his or her employment with the Company or its Affiliates, or otherwise interfere with the advantageous business relationship of the Company and its Affiliates with their employees.

(iii)Remedies. If Employee fails to comply with Sections 11, 12(a), or 12(b) 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.

m.Cooperation with Government Agencies. Employee shall have no obligation to keep confidential any Confidential Information, if and to the extent disclosure of any such information is specifically permitted by law, because Employee is providing information to government investigatory or enforcement agencies, such as the Nuclear Regulatory Commission, Department of Labor, Equal Employment Opportunity Commission (or its state equivalent), National Labor Relations Board, the Occupational Safety and Health Administration (or its state equivalent) or the Securities and Exchange Commission. This Award Agreement also does not limit Employee’s ability to communicate with any government agency regarding matters within the agency’s jurisdiction or otherwise participate in any investigation or proceedings that may be conducted by such agency, including providing documents or other information without notice to the Company. Nothing in this Award Agreement shall prevent Employee from the disclosure of Confidential Information or trade secrets that: (i) is made: (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (b) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is permitted to be made, and is made, under seal. In the event that Employee files a lawsuit alleging retaliation by Company for reporting a suspected violation of law, Employee may disclose Confidential Information or trade secrets related to the suspected violation of law or alleged retaliation to Employee’s attorney and use the Confidential Information or trade secrets in the court proceeding if Employee or Employee’s attorney: (i) files any document containing Confidential Information or trade secrets, under seal if permitted; and (ii) does not disclose the Confidential Information or trade secrets, except pursuant to or in accordance with a court order. The Company provides this notice in compliance with federal law, including the Defend Trade Secrets Act of 2016.

n.Clawback. The portion of this Award, if any, that is earned based on the Company’s Total Shareholder Return will be subject to potential forfeiture or recovery to the extent called for by the Company’s Clawback Policy. The Clawback Policy may include such provisions as the Human Resources Committee of the Board of Directors determines to be necessary or appropriate either to comply with any applicable law or listing standard or in light of Company ethics or other policies and practices. Specific requirements of the Clawback Policy may be adopted and amended at such times as the Human Resources Committee of the Board of Directors determines in its discretion. By accepting this Award, Employee consents and agrees to abide by such Clawback Policy.

o.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.

p.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.

q.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 for favorable tax treatment either for the Company or Employee 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.

r.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages

to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means will have the same effect as physical delivery of the paper document bearing an original signature.

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: ___________________________________

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/24/21	8-K
For Period end:	12/31/20	11-K
		List all Filings

11 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/24  Pinnacle West Capital Corp.       10-K       12/31/23  147:25M
 6/28/23  Arizona Public Service Co.        424B2                  2:578K                                   Toppan Merrill/FA
 6/27/23  Arizona Public Service Co.        424B3                  1:558K                                   Toppan Merrill/FA
 2/27/23  Pinnacle West Capital Corp.       10-K       12/31/22  146:28M
11/07/22  Arizona Public Service Co.        424B2                  2:573K                                   Toppan Merrill/FA
11/04/22  Arizona Public Service Co.        424B3                  1:531K                                   Toppan Merrill/FA
 2/25/22  Pinnacle West Capital Corp.       10-K       12/31/21  150:28M
 8/12/21  Arizona Public Service Co.        424B2                  1:540K                                   Toppan Merrill/FA
 8/11/21  Arizona Public Service Co.        424B3                  1:539K                                   Toppan Merrill/FA
 6/03/21  Pinnacle West Capital Corp.       S-8         6/03/21    4:138K
 3/04/21  Pinnacle West Capital Corp.       S-3ASR      3/04/21   12:633K                                   Toppan Merrill/FA

74 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/11/20  Pinnacle West Capital Corp.       8-K:9       9/08/20   17:728K
 6/16/20  Pinnacle West Capital Corp.       8-K:9       6/10/20   17:610K
 5/22/20  Pinnacle West Capital Corp.       8-K:9       5/19/20   17:706K
 5/08/20  Pinnacle West Capital Corp.       10-Q        3/31/20   90:14M
 2/25/20  Pinnacle West Capital Corp.       8-K:5,9     2/19/20   13:633K
 2/21/20  Pinnacle West Capital Corp.       10-K       12/31/19  144:30M
11/20/19  Pinnacle West Capital Corp.       8-K:9      11/18/19   17:701K
 8/16/19  Pinnacle West Capital Corp.       8-K:9       8/12/19   17:700K
 5/01/19  Pinnacle West Capital Corp.       10-Q        3/31/19   92:14M
 2/28/19  Pinnacle West Capital Corp.       8-K:9       2/26/19    6:405K
 8/03/18  Pinnacle West Capital Corp.       10-Q        6/30/18   91:21M
 2/23/18  Pinnacle West Capital Corp.       10-K¶      12/31/17  138:27M
 9/11/17  Pinnacle West Capital Corp.       8-K:9       9/06/17    6:415K
 8/03/17  Pinnacle West Capital Corp.       10-Q        6/30/17   85:13M
 6/20/17  Pinnacle West Capital Corp.       8-K:8,9     6/20/17    2:717K
 5/02/17  Pinnacle West Capital Corp.       10-Q        3/31/17   81:16M
 3/31/17  Pinnacle West Capital Corp.       DEF 14A     5/17/17    1:4.3M                                   Toppan Merrill-FA
 2/24/17  Pinnacle West Capital Corp.       10-K¶      12/31/16  138:27M
 9/20/16  Pinnacle West Capital Corp.       8-K:9       9/15/16    6:412K
 5/06/16  Pinnacle West Capital Corp.       8-K:9       5/03/16    6:488K                                   Toppan Merrill/FA
 2/19/16  Pinnacle West Capital Corp.       10-K       12/31/15  137:27M
11/06/15  Pinnacle West Capital Corp.       8-K:9      11/03/15    6:415K
10/30/15  Pinnacle West Capital Corp.       10-Q        9/30/15   87:13M
 5/19/15  Pinnacle West Capital Corp.       8-K:9       5/14/15    6:406K
 2/20/15  Pinnacle West Capital Corp.       10-K¶      12/31/14  146:38M
 7/31/14  Pinnacle West Capital Corp.       10-Q        6/30/14   98:26M                                    Toppan Merrill/FA
 5/02/14  Pinnacle West Capital Corp.       10-Q        3/31/14   94:19M                                    Toppan Merrill/FA
 2/21/14  Pinnacle West Capital Corp.       10-K¶      12/31/13  148:38M                                    Toppan Merrill/FA
 2/22/13  Arizona Public Service Co.        10-K¶      12/31/12  140:39M                                    Toppan Merrill/FA
 5/22/12  Arizona Public Service Co.        8-K:5,9     5/16/12    3:147K                                   Toppan Merrill/FA
 5/03/12  Arizona Public Service Co.        10-Q        3/31/12   93:19M                                    Toppan Merrill/FA
 3/29/12  Pinnacle West Capital Corp.       DEF 14A     5/16/12    1:2.3M                                   Toppan Merrill-FA
 2/24/12  Arizona Public Service Co.        10-K       12/31/11  143:50M                                    Toppan Merrill/FA
 4/29/11  Arizona Public Service Co.        10-Q        3/31/11   52:5.9M                                   Donnelley … Solutions/FA
 2/18/11  Arizona Public Service Co.        10-K       12/31/10   68:13M                                    Donnelley … Solutions/FA
11/08/10  Arizona Public Service Co.        8-K:1,8,9  11/08/10    3:994K                                   Donnelley … Solutions/FA
 8/03/10  Arizona Public Service Co.        10-Q        6/30/10   49:5.5M                                   Donnelley … Solutions/FA
 5/06/10  Arizona Public Service Co.        10-Q        3/31/10   14:2.1M                                   Donnelley … Solutions/FA
 2/19/10  Arizona Public Service Co.        10-K       12/31/09   19:3.1M                                   Donnelley … Solutions/FA
 5/05/09  Arizona Public Service Co.        10-Q        3/31/09   14:899K                                   RR Donnelley
 2/20/09  Arizona Public Service Co.        10-K       12/31/08   19:2.3M                                   RR Donnelley
11/25/08  Pinnacle West Capital Corp.       S-3ASR     11/25/08    5:271K                                   RR Donnelley
 8/07/08  Pinnacle West Capital Corp.       10-Q        6/30/08   17:900K                                   Bowne - BPX/FA
 2/27/08  Arizona Public Service Co.        10-K       12/31/07   15:1.9M                                   Bowne - BPX/FA
11/06/07  Pinnacle West Capital Corp.       10-Q        9/30/07   14:908K                                   Bowne - BPX/FA
 5/09/07  Arizona Public Service Co.        10-Q        3/31/07   14:741K                                   Bowne - BPX/FA
 4/20/07  Arizona Public Service Co.        8-K:8,9     4/18/07    3:54K                                    RR Donnelley
 4/20/07  Pinnacle West Capital Corp.       DEF 14A     5/23/07    1:757K                                   RR Donnelley
 8/03/06  Arizona Public Service Co.        8-K:9       7/31/06    7:324K                                   Bowne - BPX/FA
 3/13/06  Arizona Public Service Co.        10-K       12/31/05   25:3.1M                                   Bowne - BPX/FA
 8/22/05  Arizona Public Service Co.        8-K:9       8/17/05    4:102K                                   Bowne - BPX/FA
 8/09/05  Arizona Public Service Co.        10-Q        6/30/05   15:1.2M                                   Bowne - BPX/FA
 3/16/05  Arizona Public Service Co.        10-K¶      12/31/04   28:2.5M                                   Bowne - BPX/FA
 8/09/04  Pinnacle West Capital Corp.       8-K:7       6/23/04    2:78K                                    Bowne - BPX/FA
 3/15/04  Pinnacle West Capital Corp.       10-K       12/31/03   16:1.8M                                   Bowne - BPX/FA
 5/15/03  Pinnacle West Capital Corp.       10-Q        3/31/03    9:364K                                   Imperial Fin’l … Corp/FA
 5/09/03  Arizona Public Service Co.        8-K:7       5/07/03    7:139K                                   Imperial Fin’l … Corp/FA
 5/15/02  Pinnacle West Capital Corp.       10-Q        3/31/02    7:161K                                   Imperial Fin’l … Corp/FA
 3/14/01  Pinnacle West Capital Corp.       10-K       12/31/00   12:288K                                   Imperial Fin’l … Corp/FA
12/21/00  Pinnacle West Capital Corp.       S-3                    9:512K                                   Imperial Fin’l … Corp/FA
 8/14/00  Pinnacle West Capital Corp.       10-Q        6/30/00    3:92K                                    Imperial Fin’l … Corp/FA
 3/30/00  Pinnacle West Capital Corp.       10-K       12/31/99   21:332K                                   Imperial Fin’l … Corp/FA
11/15/99  Arizona Public Service Co.        10-Q        9/30/99    4:376K                                   Imperial Fin’l … Corp/FA
 6/26/98  Arizona Public Service Co.        8-K:5,7     5/19/98    3:34K                                    Imperial Fin’l … Corp/FA
 5/15/98  Pinnacle West Capital Corp.       10-Q        3/31/98    2:49K                                    Imperial Fin’l … Corp/FA
 1/16/98  Arizona Public Service Co.        8-K:7       1/13/98    6:280K                                   Imperial Fin’l … Corp/FA
 3/28/97  Arizona Public Service Co.        10-K405    12/31/96   13:337K                                   Imperial Fin’l … Corp/FA
11/22/96  Arizona Public Service Co.        8-K:7      11/19/96    7:507K                                   Imperial Fin’l … Corp/FA
 8/09/96  Arizona Public Service Co.        10-Q        6/30/96    4:50K                                    Imperial Fin’l … Corp/FA
 3/29/96  Arizona Public Service Co.        10-K405    12/31/95   15:379K                                   Imperial Fin’l … Corp/FA
 3/30/95  Arizona Public Service Co.        10-K405    12/31/94   14:361K                                   Imperial Fin’l … Corp/FA
 1/11/95  Arizona Public Service Co.        8-K:7       1/01/95    7:295K                                   Imperial Fin’l … Corp/FA
11/10/94  Arizona Public Service Co.        10-Q        9/30/94    5:52K                                    Imperial Fin’l … Corp/FA
 3/30/94  Arizona Public Service Co.        10-K       12/31/93   14:453K                                   Imperial Fin’l … Corp/FA

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Filing Submission 0000764622-21-000013 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)