Arizona Public Service Co, et al. – ‘10-K’ for 12/31/04 – ‘EX-10.1’

On:  Wednesday, 3/16/05, at 4:05pm ET   ·   For:  12/31/04   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  950153-5-539   ·   File #s:  1-04473, 1-08962

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.34M 
28: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      4K 
 2: EX-10.1     Material Contract                                      2     16K 
 9: EX-10.100   Material Contract                                     72    232K 
10: EX-10.101   Material Contract                                     61    266K 
11: EX-10.102   Material Contract                                     29     99K 
12: EX-10.103   Material Contract                                     63    190K 
13: EX-10.104   Material Contract                                     34     90K 
14: EX-10.105   Material Contract                                   HTML     53K 
 3: EX-10.79.2  Material Contract                                      2     12K 
 4: EX-10.95    Material Contract                                      3     15K 
 5: EX-10.96    Material Contract                                      3     17K 
 6: EX-10.97    Material Contract                                      5     23K 
 7: EX-10.98    Material Contract                                      7     33K 
 8: EX-10.99    Material Contract                                      4     22K 
17: EX-21.1     Subsidiaries                                        HTML     14K 
18: EX-23.1     Consent of Experts or Counsel                       HTML     11K 
19: EX-23.2     Consent of Experts or Counsel                       HTML     10K 
26: EX-99.31    Miscellaneous Exhibit                               HTML     53K 
27: EX-99.32    Miscellaneous Exhibit                               HTML     42K 
15: EX-12.1     Statement re: Computation of Ratios                 HTML     18K 
16: EX-12.2     Statement re: Computation of Ratios                 HTML     18K 
20: EX-31.1     Certification -- SOA'02 §302                        HTML     15K 
21: EX-31.2     Certification -- SOA'02 §302                        HTML     15K 
22: EX-31.3     Certification -- SOA'02 §302                        HTML     15K 
23: EX-31.4     Certification -- SOA'02 §302                        HTML     15K 
24: EX-32.1     Certification -- SOA'02 §906                        HTML     13K 
25: EX-32.2     Certification -- SOA'02 §906                        HTML     12K 

‘EX-10.1’   —   Material Contract

EX-10.1
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                                                                    EXHIBIT 10.1

2005 OFFICER AND CEO VARIABLE INCENTIVE PLANS                                   

    On December 14, 2004, the Human Resources Committee (the "Committee") of
the Pinnacle West Capital Corporation (the "Company") Board of Directors        
approved the Chairman and CEO Variable Incentive Plan (the "CEO Incentive       
Plan"). The Company's Chairman of the Board and CEO, William J. Post, is        
eligible to receive an incentive award under the CEO Incentive Plan. Incentive  
award funding under the CEO Incentive Plan is triggered by the attainment of    
specified 2005 Company earnings. The amount of the award to Mr. Post is in the  
sole discretion of the Committee. Accordingly, the Committee may consider       
factors other than 2005 Company earnings to measure Mr. Post's performance.     

 On December 15, 2004, the Company's Board of Directors, acting on the
recommendation of the Committee, approved the 2005 Officer Variable Incentive   
Plan (the "Officer Incentive Plan"). Each of the Company's officers, as well as 
the officers of Arizona Public Service Company ("APS") (currently 19 officers), 
are eligible to participate in the Officer Incentive Plan, including the        
following four most highly-compensated current executive officers (excluding the
CEO) named in the Company's proxy statement relating to its May 19, 2004 annual 
meeting: Jack E. Davis, President and Chief Operating Officer of the Company;   
Donald E. Brandt, Executive Vice President and Chief Financial Officer of the   
Company; James M. Levine, Executive Vice President, Generation of APS; and      
Steven M. Wheeler, Executive Vice President, Customer Service and Regulation of 
APS (the "Named Executive Officers").                                           

     The Officer Incentive Plan is composed of two components, one of which is
based on the Company's 2005 earnings and the other on the achievement of        
specified business unit results. Once a specified earnings threshold is met, the
achievement of the level of earnings and business unit results generally        
determines what award, if any, the officer receives. However, the amount of the 
award, if any, to each officer under the Officer Incentive Plan is in the sole  
discretion of the Committee. Accordingly, the Committee may consider factors    
other than Company earnings and the achievement of business unit results to     
measure performance, including input from the CEO about each officer's 2005     
achievements.                                                                   

    Subject to the foregoing, award opportunities (expressed as a percentage
of the officer's base salary) for the Chairman and CEO and the Named Executive  
Officers will be based on the following performance measures (weighted according
to the indicated percentages):                                                  

EX-10.1
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   OFFICER                  PERFORMANCE MEASURE(S)                     AWARD OPPORTUNITY        
   -------                  ----------------------                     -----------------        
                                                                                                
William J. Post    Company Earnings                            Threshold (63%)                  
                                                               Midpoint (125%)                  
                                                               Maximum (200%)                   

Jack E. Davis      Company Earnings                            Threshold (37.5%)                
                                                               Midpoint   (75%)                 
                                                               Maximum  (150%)                  

Donald E. Brandt   -Company Earnings (50%)                     -Company Earnings:               
                   -Shared Services Business Unit Results        Threshold (0%)                 
                   (Combined Generation Business Unit, Palo      Midpoint  (25%)                
                   Verde Business Unit, and Delivery Business    Maximum (50%)                  
                   Unit Performance; Meeting or Exceeding      -Shared Services Business Unit   
                   Budget Targets; and Preventable Recordable  Results (up to 50%)              
                   Injuries) (50%)                                                              

James M. Levine    -Company Earnings (50%)                     -Company Earnings:               
                   -Generation Business Unit Results             Threshold (0%)                 
                   (Preventable Recordable Injuries; Coal &      Midpoint  (25%)                
                   Nuclear Production Cost; APS Gas Units'       Maximum (50%)                  
                   Annual Equivalent Availability Factor;      -Generation Business Unit Results
                   Coal and Nuclear Capacity Factor; and       (up to 50%)                      
                   Environmental) (50%)                                                         

Steven M. Wheeler  -Company Earnings (50%)                     -Company Earnings:               
                   -Delivery Unit Results (Preventable           Threshold (0%)                 
                   Recordable Injuries; Customer                 Midpoint  (25%)                
                   Satisfaction; Business Performance Trends;    Maximum (50%)                  
                   Customer Reliability; and Environmental     -Delivery Business Unit Results  
                   Incidents) (50%)                            (up to 50%)                      

   Award opportunities for other executive vice presidents and senior vice
presidents are up to 100% of base salary (up to 50% based on Company earnings   
and up to 50% based on the achievement of business unit results). Award         
opportunities for other officers are up to 70% of base salary (up to 35% based  
on Company earnings and up to 35% based on the achievement of business unit     
results).                                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/16/05
For Period End:		12/31/04							11-K,  8-K,  ARS,  U-3A-2
		12/15/04		1
		12/14/04		1					8-K
		5/19/04		1					DEF 14A
									List all Filings

6 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
 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
10/06/05  SEC                               UPLOAD¶    10/16/17    1:2K   Arizona Public Service Co.
 9/02/05  SEC                               UPLOAD¶    10/16/17    1:8K   Arizona Public Service Co.