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Exhibit 10.96
PERFORMANCE SHARE AGREEMENT
UNDER THE
PINNACLE WEST CAPITAL CORPORATION 2002
LONG-TERM INCENTIVE PLAN
THIS AWARD
AGREEMENT is made and entered into as of __________ __, 20___
(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 2002 Long-Term Incentive Plan (the
"Plan"),
pursuant to which performance share incentive awards may be
granted
to employees of the Company and its subsidiaries and certain
other
individuals.
B.
The
Company desires to grant to Employee a performance share award
under the terms of the Plan as described herein.
C.
Pursuant
to the Plan, the Company and Employee agree as follows:
AGREEMENT
1. GRANT
OF AWARDS. The Company grants to Employee a performance
share award of _____ performance shares, subject to the terms,
conditions, and adjustments set forth in this Award Agreement.
2. AWARD
SUBJECT TO PLAN. This award is granted under, and is
expressly subject to, all of the terms and provisions of the
Plan, which terms are incorporated herein by reference, and
this Award Agreement. The committee referred to in Section 4
of the Plan (the "Committee") has been appointed by the Board
of Directors, and designated by it, as the Committee to make
awards.
3.
PERFORMANCE PERIOD. The performance period for the award of
_____ performance shares (the "Award") is the ____ (__) year
period beginning __________ __, 20___ and ending __________
__, 20___ (the "Performance Period").
4.
PAYMENT.
(a) PERFORMANCE
SHARES PAYABLE IN CAPITAL STOCK. Subject to
early termination of this Award Agreement pursuant to
Section 5 below, if Employee remains employed by the
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Company or any of its subsidiaries throughout the
Performance Period, promptly following the Performance
Period but not later than __________ __, 20___ (the
"Payment Date"), the Company will deliver to Employee
one (1) share of Capital Stock for each then-outstanding
performance share granted to Employee under the Award
made pursuant to this Award Agreement.
(b) RETIREMENT,
DEATH, OR DISABILITY. In the case of
Employee's Retirement (as defined herein), death or
Disability (as defined herein), Employee shall be deemed
to have been emp
