RESTRICTED STOCK UNIT
AGREEMENT
UNDER THE
PINNACLE WEST CAPITAL CORPORATION
2007 LONG-TERM INCENTIVE PLAN
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”).
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A.
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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 2007 Long-Term
Incentive Plan (the “Plan”), pursuant to which
Restricted Stock Units may be granted to employees of the Company
and its Subsidiaries and certain other individuals.
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B.
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The
Company desires to grant to Employee Restricted Stock Units under
the terms of the Plan.
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C.
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Pursuant to the Plan, the Company
and Employee agree as follows:
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1.
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Grant of Award
.
Pursuant to action of
the Committee which was taken on the Date of Grant, the Company
grants to Employee
(
) Restricted Stock Units and Dividend Equivalents based on the
dividends declared on the shares of Stock to which such Restricted
Stock Units relate.
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2.
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Award Subject to Plan
.
This Restricted Stock
Unit 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.
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3.
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Vesting of Restricted Stock
Units .
The Restricted Stock Units granted hereunder will vest and no
longer be subject to the restrictions of and forfeiture under this
Award Agreement on
“Vesting Dates” as follows:
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In addition, the
Restricted Stock Units will fully vest and no longer be subject to
the restrictions of and forfeiture under this Award Agreement upon
Employee’s Retirement. For purposes of this Award Agreement,
“Retirement” means a termination of employment which
constitutes an “Early Retirement” or a “Normal
Retirement” under the Pinnacle West Capital Corporation
Retirement Plan.
For avoidance of
doubt, no acceleration of vesting of the Restricted Stock Units
will occur on a Change of Control of the Company.
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(a)
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Time and Form of
Payment .
Subject to the provisions of this Award Agreement and the Plan,
when a Restricted Stock Unit vests on one of the Vesting Dates set
forth in clauses (a), (b), (c) or (d) of Section 3
above, the Company shall transfer to Employee in exchange for such
Restricted Stock
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Unit either one
unrestricted, fully transferable share of Stock or a cash payment
equal to the Fair Market Value of one share of Stock determined as
of the Vesting Date on which such Restricted Stock Unit vests. If a
Restricted Stock Unit vests prior to the applicable Vesting Date
due to Employee’s Retirement, the transfer or payment will be
deferred until the applicable Vesting Date. If no prices are
reported for a particular Vesting Date, the Fair Market Value shall
be determined as of the next preceding day for which prices were
reported. The transfer or payment shall be made within 90 days
of the applicable Vesting Date.
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(b)
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Election of Form of
Payment .
Within ___ days after the Date of Grant, Employee must elect to
receive payment for Employee’s vested Restricted Stock Units
in cash or in fully transferable shares of Stock by completing and
returning to the Company the election form attached to this
Agreement. In the absence of a timely election by Employee,
Employee will receive payment for the vested Restricted Stock Units
in fully transferable shares of Stock.
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(c)
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Dividend Equivalents
. In satisfaction of the
Dividend Equivalent Award made pursuant to Section 1, at the
time of the Company’s delivery of any cash payment or fully
transferable shares of Stock to Employee pursuant to
Section 4(a), the Company also will deliver to Employee a cash
payment equal to the amount of dividends, if any, that Employee
would have received if Employee had directly owned the Stock to
which the Restricted Stock Units relate from the Date of Grant to
the date of the payment, plus interest on such amount at the rate
of ___ percent compounded quarterly, as determined pursuant to the
Plan.
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5.
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Termination of Award
.
Except as otherwise
provided in Section 3 with respect to Employee’s
Retirement, in the event of the termination of Employee’s
active employment with the Company or any of its Subsidiaries,
whether due to voluntary or involuntary termination, death,
disability or otherwise, Employee’s right to receive and/or
vest in any additional Restricted Stock Units under the Plan, if
any, will terminate. Any unvested Restricted Stock Units and the
related Dividend Equivalents will be forfeited effective as of the
date that Em
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