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As Of Filer Filing For·On·As Docs:Size 2/19/16 Pinnacle West Capital Corp 10-K 12/31/15 137:27M Arizona Public Service Co |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.44M
2: EX-10.2.5 Material Contract HTML 133K
3: EX-10.3.2 Material Contract HTML 120K
4: EX-10.6.4 Material Contract HTML 43K
5: EX-10.6.6E Material Contract HTML 89K
9: EX-21.1 Subsidiaries List HTML 36K
10: EX-23.1 Consent of Experts or Counsel HTML 37K
11: EX-23.2 Consent of Experts or Counsel HTML 37K
6: EX-12.1 Statement re: Computation of Ratios HTML 51K
7: EX-12.2 Statement re: Computation of Ratios HTML 52K
8: EX-12.3 Statement re: Computation of Ratios HTML 65K
12: EX-31.1 Certification -- §302 - SOA'02 HTML 47K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 46K
14: EX-31.3 Certification -- §302 - SOA'02 HTML 46K
15: EX-31.4 Certification -- §302 - SOA'02 HTML 46K
16: EX-32.1 Certification -- §906 - SOA'02 HTML 42K
17: EX-32.2 Certification -- §906 - SOA'02 HTML 42K
24: R1 Document and Entity Information HTML 72K
25: R2 Consolidated Statements of Income HTML 126K
26: R3 Consolidated Statements of Comprehensive Income HTML 68K
27: R4 Consolidated Statements of Comprehensive Income HTML 48K
(Parenthetical)
28: R5 Consolidated Balance Sheets HTML 261K
29: R6 Consolidated Balance Sheets (Parenthetical) HTML 59K
30: R7 Consolidated Statements of Cash Flows HTML 188K
31: R8 Consolidated Statements of Changes in Equity HTML 110K
32: R9 Consolidated Statements of Changes in Equity HTML 40K
(Parenthetical)
33: R10 Summary of Significant Accounting Policies HTML 118K
34: R11 New Accounting Standards HTML 49K
35: R12 Regulatory Matters HTML 226K
36: R13 Income Taxes HTML 304K
37: R14 Lines of Credit and Short-Term Borrowings HTML 68K
38: R15 Long-Term Debt and Liquidity Matters HTML 132K
39: R16 Retirement Plans and Other Benefits HTML 514K
40: R17 Leases HTML 58K
41: R18 Jointly-Owned Facilities HTML 113K
42: R19 Commitments and Contingencies HTML 120K
43: R20 Asset Retirement Obligations HTML 59K
44: R21 Selected Quarterly Financial Data (Unaudited) HTML 153K
45: R22 Fair Value Measurements HTML 299K
46: R23 Earnings Per Share HTML 60K
47: R24 Stock-Based Compensation HTML 97K
48: R25 Derivative Accounting HTML 179K
49: R26 Other Income and Other Expense HTML 95K
50: R27 Palo Verde Sale Leaseback Variable Interest HTML 55K
Entities
51: R28 Nuclear Decommissioning Trusts HTML 89K
52: R29 Changes in Accumulated Other Comprehensive Loss HTML 81K
53: R30 Schedule I - Condensed Financial Information of HTML 181K
Registrant
54: R31 Schedule Ii - Reserve for Uncollectibles HTML 87K
55: R32 Summary of Significant Accounting Policies HTML 134K
(Policies)
56: R33 Summary of Significant Accounting Policies HTML 78K
(Tables)
57: R34 Regulatory Matters (Tables) HTML 170K
58: R35 Income Taxes (Tables) HTML 303K
59: R36 Lines of Credit and Short-Term Borrowings (Tables) HTML 61K
60: R37 Long-Term Debt and Liquidity Matters (Tables) HTML 125K
61: R38 Retirement Plans and Other Benefits (Tables) HTML 507K
62: R39 Leases (Tables) HTML 53K
63: R40 Jointly-Owned Facilities (Tables) HTML 114K
64: R41 Commitments and Contingencies (Tables) HTML 59K
65: R42 Asset Retirement Obligations (Tables) HTML 51K
66: R43 Selected Quarterly Financial Data (Unaudited) HTML 151K
(Tables)
67: R44 Fair Value Measurements (Tables) HTML 281K
68: R45 Earnings Per Share (Tables) HTML 59K
69: R46 Stock-Based Compensation (Tables) HTML 123K
70: R47 Derivative Accounting (Tables) HTML 247K
71: R48 Other Income and Other Expense (Tables) HTML 94K
72: R49 Palo Verde Sale Leaseback Variable Interest HTML 50K
Entities (Tables)
73: R50 Nuclear Decommissioning Trusts (Tables) HTML 91K
74: R51 Changes in Accumulated Other Comprehensive Loss HTML 78K
(Tables)
75: R52 Summary of Significant Accounting Policies - HTML 116K
Narrative (Details)
76: R53 Summary of Significant Accounting Policies - HTML 68K
Summary of Property, Plant and Equipment (Details)
77: R54 Summary of Significant Accounting Policies - HTML 52K
Supplemental Cash Flow Information (Details)
78: R55 New Accounting Standards - Narrative (Details) HTML 45K
79: R56 Regulatory Matters (Details) HTML 240K
80: R57 Regulatory Matters Regulatory Matters - Deferred HTML 52K
Fuel and Purchased Power Regulatory Asset
(Details)
81: R58 Regulatory Matters - Four Corners and Cholla HTML 65K
(Details)
82: R59 Regulatory Matters - Schedule of Regulatory Assets HTML 87K
(Details)
83: R60 Regulatory Matters - Schedule of Regulatory HTML 75K
Liabilities (Details)
84: R61 Income Taxes (Details) HTML 73K
85: R62 Income Taxes - Reconciliation of Unrecognized Tax HTML 60K
Benefits (Details)
86: R63 Income Taxes - Summary of Unrecognized Tax HTML 48K
Benefits (Details)
87: R64 Income Taxes - Components of Income Tax Expense HTML 74K
(Details)
88: R65 Income Taxes - Effective Tax Rate Reconciliation HTML 82K
(Details)
89: R66 Income Taxes Income Taxes - Deferred Income Tax HTML 49K
Liability Recognized on the Balance Sheets
(Details)
90: R67 Income Taxes - Components of Deferred Income Tax HTML 104K
Liability (Details)
91: R68 Lines of Credit and Short-Term Borrowings - HTML 56K
Schedule of Credit Facilities (Details)
92: R69 Lines of Credit and Short-Term Borrowings HTML 94K
(Details)
93: R70 Long-Term Debt and Liquidity Matters (Details) HTML 120K
94: R71 Long-Term Debt and Liquidity Matters - Components HTML 100K
of Long-Term Debt (Details)
95: R72 Long-Term Debt and Liquidity Matters - Future HTML 62K
Principal Payments (Details)
96: R73 Long-Term Debt and Liquidity Matters - Fair Value HTML 47K
of Long-Term Debt (Details)
97: R74 Retirement Plans and Other Benefits Retirement HTML 144K
Plans and Other Benefits (Details)
98: R75 Retirement Plans and Other Benefits - Net Periodic HTML 65K
Benefit Costs and Portion including Portion
Charged to Expense (Details)
99: R76 Retirement Plans and Other Benefits - Changes HTML 81K
Benefit Obligations and Funded Status (Details)
100: R77 Retirement Plans and Other Benefits - Projected HTML 48K
Benefit Obligation for Pension Plans (Details)
101: R78 Retirement Plans and Other Benefits - Amounts HTML 56K
Recognized on the Consolidated Balance Sheets
(Details)
102: R79 Retirement Plans and Other Benefits - Impact to HTML 69K
Accumulated Other Comprehensive Loss (Details)
103: R80 Retirement Plans and Other Benefits - HTML 100K
Weighted-Average Assumptions for Pensions and
Other Benefits (Details)
104: R81 Retirement Plans and Other Benefits - Fair Value HTML 143K
of Pinnacle West's Pension Plan (Details)
105: R82 Retirement Plans and Other Benefits - Changes in HTML 56K
Fair Value (Details)
106: R83 Retirement Plans and Other Benefits - Estimated HTML 56K
Future Benefit Payments (Details)
107: R84 Leases (Details) HTML 71K
108: R85 Jointly-Owned Facilities (Details) HTML 104K
109: R86 Commitments and Contingencies - Palo Verde Nuclear HTML 125K
Generating Station and Contractual Obligations
(Details)
110: R87 Commitments and Contingencies - Superfund-Related HTML 77K
Matters and Southwest Power Outage (Details)
111: R88 Commitments and Contingencies Commitments and HTML 97K
Contingencies - Environmental Matters and
Financial Assurances (Details)
112: R89 Asset Retirement Obligations (Details) HTML 73K
113: R90 Selected Quarterly Financial Data (Unaudited) HTML 75K
(Details)
114: R91 Fair Value Measurements - Fair Value of Assets and HTML 110K
Liabilities (Details)
115: R92 Fair Value Measurements - Level 3 Quantative HTML 98K
Information (Details)
116: R93 Fair Value Measurements Fair Value Measurements - HTML 63K
Changes in Fair Value of Risk Management Assets
and Liabilities (Details)
117: R94 Earnings Per Share (Details) HTML 62K
118: R95 Stock-Based Compensation (Details) HTML 122K
119: R96 Stock-Based Compensation - Summary of Restricted HTML 49K
Stock, Stock Grants, Stock Units and Performance
Shares (Details)
120: R97 Stock-Based Compensation - Status of Nonvested HTML 88K
Restricted Stock, Stock Grants, Stock Units and
Performance Shares (Details)
121: R98 Derivative Accounting (Details) HTML 67K
122: R99 Derivative Accounting - Outstanding Gross Notional HTML 42K
Amounts Outstanding (Details)
123: R100 Derivative Accounting - Gains and Losses from HTML 61K
Derivative Instruments (Details)
124: R101 Derivative Accounting - Derivative Instruments in HTML 103K
the Balance Sheet (Details)
125: R102 Derivative Accounting - Credit Risk and Related HTML 45K
Contingent Features (Details)
126: R103 Other Income and Other Expense (Details) HTML 68K
127: R104 Palo Verde Sale Leaseback Variable Interest HTML 74K
Entities (Details)
128: R105 Palo Verde Sale Leaseback Variable Interest HTML 51K
Entities Palo Verde Leaseback Variable Interest
Entities - Schedule of VIEs (Details)
129: R106 Nuclear Decommissioning Trusts (Details) HTML 83K
130: R107 Changes in Accumulated Other Comprehensive Loss HTML 64K
(Details)
131: R108 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF HTML 84K
REGISTRANT - Statement of Comprehensive Income
(Details)
132: R109 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF HTML 137K
REGISTRANT - Consolidated Balance Sheets (Details)
133: R110 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF HTML 128K
REGISTRANT - Consolidated Statements of Cash Flows
(Details)
134: R111 Schedule Ii - Reserve for Uncollectibles (Details) HTML 55K
136: XML IDEA XML File -- Filing Summary XML 243K
135: EXCEL IDEA Workbook of Financial Reports XLSX 202K
18: EX-101.INS XBRL Instance -- pnw-20151231 XML 8.25M
20: EX-101.CAL XBRL Calculations -- pnw-20151231_cal XML 446K
21: EX-101.DEF XBRL Definitions -- pnw-20151231_def XML 2.13M
22: EX-101.LAB XBRL Labels -- pnw-20151231_lab XML 3.91M
23: EX-101.PRE XBRL Presentations -- pnw-20151231_pre XML 2.39M
19: EX-101.SCH XBRL Schema -- pnw-20151231 XSD 437K
137: ZIP XBRL Zipped Folder -- 0000764622-16-000087-xbrl Zip 659K
| Exhibit |
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: |
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. |
(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 |
(g) | 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. |
5. | 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. |
(a) | 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 |
50th Percentile | 0.5 X Base Grant |
25th Percentile | 0.25 X Base Grant |
Less than 25th Percentile | None |
(b) | 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 |
50th Percentile | 0.5
X Base Grant |
25th Percentile | 0.25 X Base Grant |
Less than 25th Percentile | None |
6. | Definitions. |
(a) | Performance Metrics. The “Performance Metrics” for the Performance Period are: (i) the JD Power Residential National Large Segment Survey
for investor-owned utilities; (ii) the System Average Interruption Frequency Index (Major Events Excluded) (“SAIFI”); (iii) Arizona Public Service Company’s customer to employee improvement ratio; (iv) the OSHA rate (All Incident Injury Rate); (v) nuclear capacity factor; and (vi) coal capacity factor. |
(1) | With respect to the Performance Metric described in clause (i) of this Subsection 6(a), the JD Power Residential National Large Segment Survey will provide data on an annual basis reflecting the Company’s percentile ranking, relative to other participating companies. |
(2) | With
respect to the Performance Metric described in clause (ii) 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. |
(3) | With respect to the Performance Metric described in clause (iii) of this Subsection 6(a), SNL, 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 SNL. Only those companies whose customers and employees were included in the data provided by SNL in each of the years of the Performance Period will be considered. |
(4) | With respect to the Performance Metric described in clause (iv) 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. |
(5) | With respect to the Performance Metric described in clause (v) of this Subsection 6(a), SNL 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 SNL. Only those plants that were included in the data provided by SNL in each of the years of the Performance Period will be considered. |
(6) | With
respect to the Performance Metric described in clause (vi) of this Subsection 6(a), SNL will provide data on an annual basis regarding the coal capacity factors of the participating coal plants; the Company will calculate its coal capacity factor for the year in question and determine its percentile ranking based on the information provided by SNL. Only those plants that were included in the data provided by SNL in each of the years of the Performance Period will be considered. |
(7) | 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)(7) will be verified by the Company’s internal auditors. |
(8) | If either EEI or SNL 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 SNL, as the case may be. If the JD Power
Residential National Large Segment Survey for investor-owned utilities (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)(1)) 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). |
(b) | 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. |
7. | 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. |
8. | 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 |
9. | 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 check or by having the Company withhold shares of Stock from such payout. No later than April 15, _______, Employee must elect, on the election form attached hereto, how Employee will satisfy the tax obligations upon a payout. In the absence of a timely election by Employee, Employee’s tax withholding obligation will be satisfied through the Company’s withholding of shares of Stock as set forth above. |
10. | 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. |
11. | 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. |
12. | Restrictive Covenants. |
(a) | Non-Competition. Employee agrees that for a period of 12 months following any Termination of Employment voluntarily by Employee (other than due to Disability), |
(b) | 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. |
(c) | [No Pledging or Hedging. Employee agrees that during his or her term of employment, 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. | 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, which is intended to be responsive to the final rules to be issued by the Securities and Exchange Commission and the listing standards to be adopted by the New York Stock Exchange pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Clawback Policy may include such other 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. |
14. | 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. |
15. | 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. |
16. | 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 |
17. | 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. |
INFORMATION
ABOUT YOU | ||||
Last | First | Middle Initial | Employee ID# | |
TAX WITHHOLDING ELECTION | ||||
I hereby elect to satisfy any tax withholding obligation associated with my receipt of Stock pursuant to my Performance Share Award in the following form (place an “X” in the “Check” column or in the “Stock” column): | ||||
Check (I
will write a check for my taxes that are due and deliver it to the Company within one (1) day of the release of the Stock) | Stock (The Company should withhold shares of my Stock to cover my taxes) | |||
To the extent permitted by law, I hereby elect Federal tax withholding of: ¨ minimum withholding rate in effect at the time of release (currently 25%); o ______ percent (within the range of 25% and 39.6%): or o maximum
withholding rate in effect at the time of a release (currently 39.6%). __________________________________________ PARTICIPANT NAME (PLEASE PRINT) __________________________________________ PARTICIPANT SIGNATURE | ______________________ DATE | |||
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/19/16 | 4, 8-K | ||
| For Period end: | 12/31/15 | 11-K | ||
| List all Filings | ||||
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 2/27/23 Pinnacle West Capital Corp. 10-K 12/31/22 146:28M 2/25/22 Pinnacle West Capital Corp. 10-K 12/31/21 150:28M 2/24/21 Pinnacle West Capital Corp. 10-K 12/31/20 144:26M |