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As Of Filer Filing For·On·As Docs:Size 11/07/19 Pinnacle West Capital Corp 10-Q 9/30/19 92:16M Arizona Public Service Co |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 2.48M
2: EX-10.1 Material Contract HTML 58K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
5: EX-31.3 Certification -- §302 - SOA'02 HTML 33K
6: EX-31.4 Certification -- §302 - SOA'02 HTML 32K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
82: R1 Document and Entity Information HTML 89K
48: R2 Condensed Consolidated Statements of Income HTML 123K
(Unaudited)
21: R3 Condensed Consolidated Statements of Comprehensive HTML 63K
Income (Unaudited)
70: R4 Condensed Consolidated Statements of Comprehensive HTML 37K
Income (Unaudited) (Parenthetical)
83: R5 Condensed Consolidated Balance Sheets (Unaudited) HTML 255K
50: R6 Condensed Consolidated Balance Sheets (Unaudited) HTML 36K
(Parenthetical)
22: R7 Condensed Consolidated Statements of Cash Flows HTML 145K
(Unaudited)
72: R8 Condensed Consolidated Statements of Changes in HTML 129K
Equity (Unaudited)
81: R9 Condensed Consolidated Statements of Changes in HTML 28K
Equity (Unaudited) Parenthetical
86: R10 Consolidation and Nature of Operations HTML 54K
53: R11 Revenue HTML 58K
27: R12 Long-Term Debt and Liquidity Matters HTML 54K
36: R13 Regulatory Matters HTML 298K
87: R14 Retirement Plans and Other Postretirement Benefits HTML 91K
54: R15 Palo Verde Sale Leaseback Variable Interest HTML 40K
Entities
28: R16 Derivative Accounting HTML 156K
37: R17 Commitments and Contingencies HTML 89K
85: R18 Other Income and Other Expense HTML 100K
56: R19 Earnings Per Share HTML 55K
19: R20 Fair Value Measurements HTML 312K
51: R21 Investments in Nuclear Decommissioning Trusts and HTML 137K
Other Special Use Funds
79: R22 New Accounting Standards HTML 34K
71: R23 Changes in Accumulated Other Comprehensive Loss HTML 165K
20: R24 Income Taxes HTML 35K
52: R25 Leases HTML 114K
80: R26 New Accounting Standards (Policies) HTML 33K
73: R27 Consolidation and Nature of Operations (Tables) HTML 49K
23: R28 Revenue (Tables) HTML 49K
49: R29 Long-Term Debt and Liquidity Matters (Tables) HTML 43K
34: R30 Regulatory Matters (Tables) HTML 184K
26: R31 Retirement Plans and Other Postretirement Benefits HTML 88K
(Tables)
58: R32 Palo Verde Sale Leaseback Variable Interest HTML 38K
Entities (Tables)
89: R33 Derivative Accounting (Tables) HTML 232K
33: R34 Other Income and Other Expense (Tables) HTML 99K
25: R35 Earnings Per Share (Tables) HTML 55K
57: R36 Fair Value Measurements (Tables) HTML 294K
88: R37 Investments in Nuclear Decommissioning Trusts and HTML 135K
Other Special Use Funds (Tables)
35: R38 Changes in Accumulated Other Comprehensive Loss HTML 165K
(Tables)
24: R39 Leases (Tables) HTML 111K
45: R40 Consolidation and Nature of Operations (Details) HTML 50K
18: R41 Revenue (Details) HTML 46K
64: R42 Long-Term Debt and Liquidity Matters - Narrative HTML 90K
(Details)
75: R43 Long-Term Debt and Liquidity Matters - Estimated HTML 35K
Fair Value of Long-Term Debt (Details)
44: R44 Regulatory Matters - Retail Rate Case Filing HTML 97K
(Details)
17: R45 Regulatory Matters Regulatory Matters - Capital HTML 42K
Structure and Costs of Capital (Details)
63: R46 Regulatory Matters - Cost Recovery Mechanism and HTML 206K
Net Metering (Details)
74: R47 Regulatory Matters - Four Corners and Cholla HTML 56K
(Details)
46: R48 Regulatory Matters - Schedule of Regulatory Assets HTML 82K
(Details)
16: R49 Regulatory Matters - Schedule of Regulatory HTML 71K
Liabilities (Details)
30: R50 Retirement Plans and Other Postretirement Benefits HTML 57K
- Schedule of Net Benefit Cost (Details)
40: R51 Retirement Plans and Other Postretirement Benefits HTML 40K
- Narrative (Details)
90: R52 Palo Verde Sale Leaseback Variable Interest HTML 60K
Entities - Narrative (Details)
59: R53 Palo Verde Sale Leaseback Variable Interest HTML 37K
Entities - Schedule of VIEs (Details)
31: R54 Derivative Accounting - Narrative (Details) HTML 54K
41: R55 Derivative Accounting - Schedule of Gross Notional HTML 31K
Amounts Outstanding (Details)
91: R56 Derivative Accounting - Gains and Losses from HTML 46K
Derivative Instruments (Details)
60: R57 Derivative Accounting - Derivative Instruments in HTML 94K
the Balance Sheets (Details)
32: R58 Derivative Accounting - Credit Risk and Credit HTML 34K
Related Contingent Features (Details)
39: R59 Commitments and Contingencies - Palo Verde Nuclear HTML 71K
Generating Station and Contractual Obligations
(Details)
77: R60 Commitments and Contingencies - Superfund-Related HTML 37K
Matters, Southwest Power Outage and Clean Air Act
(Details)
65: R61 Commitments and Contingencies - Environmental HTML 82K
Matters and Financial Assurances (Details)
14: R62 Other Income and Other Expense (Details) HTML 58K
42: R63 Earnings Per Share (Details) HTML 52K
78: R64 Fair Value Measurements - Assets and Liabilities HTML 116K
Measured on a Recurring Basis (Details)
66: R65 Fair Value Measurements - Significant Unobservable HTML 57K
Inputs Used to Value Level 3 Instruments (Details
2)
15: R66 Fair Value Measurements - Level 3 Rollforward HTML 45K
Derivatives (Details)
43: R67 Fair Value Measurements - Financial Instruments HTML 30K
Not Carried at Fair Value (Details)
76: R68 Investments in Nuclear Decommissioning Trusts and HTML 121K
Other Special Use Funds (Details)
67: R69 Changes in Accumulated Other Comprehensive Loss HTML 69K
(Details)
62: R70 Income Taxes (Details) HTML 35K
92: R71 Leases - Additional information (Details) HTML 42K
38: R72 Leases - Lease costs (Details) HTML 42K
29: R73 Leases - Maturity of our operating lease HTML 65K
liabilities (Details)
61: R74 Leases - Other additional information related to HTML 33K
operating lease liabilities (Details)
69: XML IDEA XML File -- Filing Summary XML 165K
68: XML XBRL Instance -- pnw-09301910q_htm XML 5.15M
84: EXCEL IDEA Workbook of Financial Reports XLSX 132K
10: EX-101.CAL XBRL Calculations -- pnw-20190930_cal XML 323K
11: EX-101.DEF XBRL Definitions -- pnw-20190930_def XML 1.25M
12: EX-101.LAB XBRL Labels -- pnw-20190930_lab XML 2.41M
13: EX-101.PRE XBRL Presentations -- pnw-20190930_pre XML 1.40M
9: EX-101.SCH XBRL Schema -- pnw-20190930 XSD 275K
55: JSON XBRL Instance as JSON Data -- MetaLinks 470± 722K
47: ZIP XBRL Zipped Folder -- 0000764622-19-000096-xbrl Zip 516K
| Exhibit |
1. | Consultant
Responsibilities. Consultant agrees, at the specific request of the Company made from time to time during the Retention Period, to consult and advise with respect to such matters as may be specifically requested from time to time by the Company through the Lead Director of its Board of Directors (“Lead Director”), including without limitation assisting the Company and its Board of Directors in the transition of the responsibilities of the Chief Executive Officer of the Company to Consultant’s successor (“Services”). |
2. | Consultant Status as Independent Contractor. The parties acknowledge that Consultant will perform the Services hereunder as an independent
contractor and not as the agent, employee, joint venturer, partner or servant of the Company for any purpose whatsoever. Consistent with the foregoing, Consultant acknowledges that the Company shall not deduct withholding taxes, social security taxes or any other taxes required to be deducted by an employer from amounts paid to Consultant, and neither the Company nor its officers, directors or employees shall have any obligation or liability to Consultant for any such taxes, unemployment compensation, minimum wages, or similar charges, taxes or assessments applicable to an employment relationship. Consultant shall be responsible for maintaining his own books and records and shall make all withholdings and contributions for taxes, and shall pay all taxes, assessments, penalties, and fines related to Consultant’s activities. Consultant shall not be entitled by virtue of this Agreement to any fringe benefits, workers’ compensation, medical coverage, disability, pensions,
holiday or vacation pay or any other benefits provided to the Company’s employees. The parties further acknowledge that: |
• | the Company shall not control the manner or means by which the Consultant performs the Services, including but not limited to the time and place the Consultant performs the Services. |
• | the Company shall not provide Consultant with any registrations
or licenses required to perform the Services, all of which it shall be the responsibility of Consultant to obtain and maintain. |
• | the Company shall not provide any accommodations or equipment to Consultant other than temporary office space when Consultant is performing Services on-site. |
• | the Company shall pay Consultant in the name that appears on this Agreement. |
• | the
parties shall not combine business operations and shall instead maintain separate business operations. |
3. | Term and Termination. The term of this Agreement shall be for the Retention Period unless sooner terminated as hereinafter provided. This Agreement may be terminated with or without Cause by either the Company or Consultant upon 30 days’ written notice to the other party. If the Agreement is terminated prior to the end of the Retention Period, the Consultant shall be entitled to the payments set forth in Section 6. |
4. | Compensation
and Expenses. If Consultant satisfies the terms and conditions of this Agreement during the Retention Period, the Consultant will receive payments totaling $1,750,000, which shall be paid as follows: (1) $25,000 per month for the first 11 months in the Retention Period (the “Monthly Fee”) and (2) a final payment of $1,475,000 (the “Final Fee”), subject to the terms of Section 5. The parties reasonably anticipate that the level of bona fide consulting services will be required for less than eight hours per week, which is less than 20% of the average level of services the Consultant provided to the Company and its affiliates as an employee during the immediately preceding 36-month period prior to the Retirement Date. Consultant shall be responsible for all expenses incurred by Consultant in the performance of his duties, except for travel expenses incurred
for out-of-town travel undertaken by Consultant at the request of the Company, for which Consultant shall be promptly reimbursed upon submission of receipts. |
5. | Payment of Monthly Fee and Final Fee. The Company shall remit the Monthly Fee to Consultant no later than the last day of each month during the Retention Period, commencing with November, 2019. Within 60 days following the end of the Retention Period, the Company’s Human Resources Committee and Corporate Governance Committee (the “Committees”) shall determine if the Consultant performed the Services required by the Agreement. If the Committees determine that the Consultant performed the Services required by the Agreement,
the Consultant shall receive the Final Fee, paid in a single lump sum no later than 60 days following the end of the Retention Period. |
6. | Termination Prior to End of Retention Period. If the Company or Consultant terminates this Agreement on or prior to the last day of the Retention Period for any reason set forth in this Section 6 other than death or Disability, the parties shall provide prior notice as required in Section 3 of this Agreement. |
6.1 | Termination by Consultant. If this
Agreement is terminated by the Consultant for any reason other than due to death or Disability prior to the end of the Retention Period, the Consultant will receive the Monthly Fee for the month in which the |
6.2 | Termination by Company for Cause or Violation of Section 7. If this Agreement is terminated by the Board of Directors for Cause or for a violation of Section 7 prior to the end of the Retention Period, the Consultant will receive the Monthly Fee for the month in which the Agreement is terminated. The Consultant will not receive the Monthly Fee for any month following the month in which the Agreement is terminated, nor will the Consultant be entitled to receive the Final Fee. For purposes of this Agreement, “Cause” means (A) embezzlement, theft, fraud, deceit and/or dishonesty by the Consultant 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 Board of Directors 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. |
6.3 | Termination due to Death or Disability. If this Agreement is terminated prior to the end of the Retention Period due to the Consultant’s death or Disability, the Consultant or his estate, as appropriate, will receive all of the unpaid Monthly Fees for the remainder of the Retention Period and the Final Fee in a single lump sum within 30 days following the date on which the Agreement is terminated. |
6.4 | Other
Company Terminations. If the Board of Directors terminates this Agreement on or prior to the last day of the Retention Period for any reason other than those set forth in Section 6.2, including without limitation as a result of a Change of Control (as defined in the Company’s 2012 Long-Term Incentive Plan), the Consultant will receive all of the unpaid Monthly Fees for the remainder of the Retention Period and the Final Fee in a single lump sum within 30 days following the date on which the Agreement is terminated. |
7. | Non-Disclosure and Other Restrictions. |
7.1 | Confidentiality. While
serving as a Consultant to the Company, Consultant agrees that Consultant will not, directly or indirectly, in one or a series of transactions, disclose to any person, or use or otherwise exploit for Consultant’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 Consultant or not; provided, however, that during the term of this Agreement, 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 Consultant in connection with the performance of Consultant’s job duties to persons who are authorized to receive such |
7.2 | Non-Competition. Consultant agrees during the term of this Agreement and for a period of 12 months following the termination or expiration of this Agreement, Consultant 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 for which the Company or its affiliates is authorized to do business as of the date of this Agreement. Upon the approval, which will not be unreasonably withheld, of the Company’s Lead Director, the Consultant may serve on the board of directors of another company. |
7.3 | Non-Solicitation. Consultant agrees during the term of this Agreement and for a period of 12 months following the termination or expiration of this Agreement, Consultant shall not, without the prior written consent of the Company’s General Counsel, 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. |
7.4 | Remedies. If either party to this agreement fails to comply with Section 7 of this Agreement in a material respect, the other party may pursue any rights and remedies it or he may have pursuant to this Agreement at law or in equity including, specifically, injunctive relief. |
8. | Intellectual
Property. Consultant agrees that all inventions, data, works, discoveries, designs, technology and improvements, (whether or not protectable by a patent or a copyright) (“Work Product”) related to the business of the Company, which are conceived of, made, reduced to practice, created, written, designed or developed, authored or made by principals or employees of Consultant, alone or in combination with others, in the course of the performance of services under this Agreement, shall be the sole and exclusive property of the Company. The Work Product are to be promptly reported to the Company but otherwise maintained in confidence by Consultant. All works authored by principals or employees of Consultant under this Agreement shall be deemed “works made for hire” to the extent permitted by the copyright law. |
9. | Notices. All notices, demands and communications required by this Agreement shall be in writing and shall be deemed to have been given for all purposes when sent to the respective addresses set forth below: (a)
upon personal delivery; (b) one (1) day after being sent, when sent by overnight courier service; (c) five (5) days after posting when sent by registered, certified or regular mail, or (d) on the day of transmission when sent by electronic mail or facsimile. |
10. | Interpretation. |
10.1 | Construction. Titles, captions or headings to this Agreement are for convenience and reference only and shall not be deemed part of this Agreement. |
10.2 | No
Waiver. No requirement hereof nor default hereunder shall be deemed waived by either party except by a writing to that effect signed by the waiving party and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. |
10.3 | Modification. This Agreement may be amended, modified, superseded or canceled only by a written instrument executed by the Company and Consultant. |
10.4 | Integration. This
Agreement constitutes the complete and final agreement of the parties and supersedes any and all prior negotiations and agreements, written or oral, of the parties with respect to its subject matter. |
10.5 | Governing Law. This Agreement shall be interpreted, construed, governed by and enforced in accordance with the internal laws of the State of Arizona without regard to its conflict of law rules. |
10.6 | Severability. If any provision of this Agreement is held to be invalid or unenforceable,
then the court making such determination shall modify the provision deemed invalid or unenforceable to the least possible extent needed so as to make it valid and enforceable, but if that cannot be done, the provision shall be severed and the remaining provisions shall then be interpreted in a manner allowing maximum enforcement of the Agreement. |
10.7 | Assignment. Consultant shall not assign this Agreement or any rights or obligations hereunder without the Company's express written consent. |
10.8 | Section
409A. This Agreement shall be administered in compliance with Section 409A of the Internal Revenue Code and each provision of this Agreement shall be interpreted to comply with Section 409A of the Internal Revenue Code or an exception thereto. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). |
PINNACLE WEST CAPITAL CORPORATION | |
By:/s/
Robert E. Smith | |
Robert E. Smith, Senior Vice President and General Counsel | |
/s/ Donald E. Brandt | |
Donald
E. Brandt, Consultant | |