exv10w2a



 




Exhibit 10.2

PERFORMANCE ACCELERATED STOCK OPTION AGREEMENT



UNDER


PINNACLE WEST CAPITAL CORPORATION 2002



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 «Name» (“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 options to purchase
            shares of the common stock of the Company may be granted to employees
of the Company and its subsidiaries and to certain other individuals.
	 
	B.	 	The Company desires to grant to Employee the option to purchase
certain shares of its stock under the terms of the Plan.
	 
	C.	 	Pursuant to the Plan, the Company and Employee agree as follows:





AGREEMENT





	1.	 	Grant of Option. Pursuant to action of the
Committee, which was taken on the Date of Grant, the Company
grants to Employee the option (the “Option”) to purchase all or
any part of «Shares» shares of the Company’s Common Stock. This
Option is not intended as, nor will it be treated as, an
incentive stock option under Section 422 of the Code.
	 
	2.	 	Grant Subject to Plan. This Option is granted under
and is expressly subject to, all 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 (“Committee”) has been appointed by the Board of Directors,
and designated by it, as the Committee to make grants of
options.
	 
	3.	 	Purchase Price. The price at which Employee will be
entitled to purchase the Common Stock covered by the Option will
be $           per share.
	 
	4.	 	Vesting of Option. The Option will vest and become exercisable as
follows:






	(a)	 	On or after the first anniversary of the
Date of Grant, or                      , Employee may purchase up
to one-third (1/3) of the total number of shares of Common
Stock subject to this Option.
	 
	(b)	 	On or after the second anniversary of the
Date of Grant, or                      , Employee may purchase up
to an additional one-third (1/3) of the total number of shares of Common Stock subject to this Option; provided,
however, that if the Company has achieved the “First Year
Target” (as defined in Section 5(a) below), Employee may
purchase the shares of Common Stock described in this
Section 4(b) on or after the date which is eighteen months
after the Date of Grant, or                      .
	 
	(c)	 	On or after the third anniversary of the
Date of Grant, or                      , Employee may purchase up
to an additional one-third (1/3) of the total number of shares of Common Stock subject to this Option; provided,
however, that:




 









 











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Performance Accelerated Stock Option




	(i)	 	If the Company has achieved the
First Year Target or the “Second Year Target” (as
defined in Section 5(b) below), Employee may purchase
the shares of Common Stock described in this Section
4(c) on or after the date which is thirty months
after the Date of Grant, or                      ; and
	 
	(ii)	 	If the Company has achieved the
First Year Target and the Second Year Target,
Employee may purchase the shares of Common Stock
described in this Section 4(c) on or after the second
anniversary of the Date of Grant, or                      .






	(d)	 	Notwithstanding the foregoing, upon a
Change of Control (as herein after defined) Employee may
purchase 100% of the number of shares subject to this
Option.
	 
	(e)	 	If any Option vesting date is not a
business day on which the New York Stock Exchange (“NYSE”)
is open, such vesting date will be deemed to be the next
succeeding business day on which the NYSE is open. In no
event will this Option be re-priced, or deemed to be
re-priced, as a result of any acceleration of vesting
periods, as described in this Section 4.
	 
	(f)	 	Attachment A provides generic examples of
the operation of a performance accelerated stock option.






	5.	 	Targets.






	(a)	 	First Year Target. For purposes of this
Award Agreement, the Company will have achieved the “First
Year Target” if its “Earnings Per Share Growth” (as
defined in Section 5(c)) equals or exceeds the Earnings
Per Share Growth of the S&P Electric Utilities Index for
the fiscal year which includes the Date of Grant, or
200   .
	 
	(b)	 	Second Year Target. For purposes of this
Award Agreement, the Company will have achieved the
“Second Year Target” if its Earnings Per Share Growth
equals or exceeds the Earnings Per Share Growth of the S&P
Electric Utilities Index for the fiscal year immediately
following the fiscal year which includes the Date of
Grant, or 200   .
	 
	(c)	 	Earnings Per Share Growth.






	(i)	 	“Earnings Per Share Growth” for
a given fiscal year is the percentage increase, if
any, of the Company’s earnings per share from
continuing operations, on a fully-diluted basis, as
of the end of the relevant fiscal year, over the
earnings per share from continuing operations, on a
fully-diluted basis, as of the end of the immediately
preceding fiscal year. For purposes of calculating “Earnings Per
Share Growth,” SunCor Development Company’s earnings from discontinued operations will be considered earnings from continuing operations for each fiscal year.
	 
	(ii)	 	The “Earnings Per Share Growth
of the S&P Electric Utilities Index” for a given
Fiscal Year is the percentage increase, if any, of
the S&P Electric Utilities Index earnings per share,
as of the end of the relevant fiscal year, over the
earnings per share as of the end of the immediately
preceding fiscal year. The Earnings Per Share Growth
of the S&P Electric Utilities Index will be
determined using the S&P Compustat system. The S&P
Electric Utilities Index earnings per share is a
weighted average number provided in the S&P Compustat
system. If the S&P Compustat system is no longer in
use, the Committee will replace it with the most
comparable third party data system then in use. If
the S&P Electric Utilities Index is discontinued, the
S&P comparable replacement index for the sector will
be used for computing Earnings Per Share Growth of
the S&P Electric Utilities Index. If S&P no longer
computes an index for the electric utility sector,
the Committee shall




 









 











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Performance Accelerated Stock Option




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 index with the most representative index
then in use.




	(iii)	 	All results will be verified
by the Company’s independent auditors using generally
accepted accounting principles, consistently applied.






	6.	 	Term of Option. This Option will be in full force
and effect for a period of ten (10) years from the Date of
Grant, through and including the close of business of the
Company on                      ; however, this Option will terminate
earlier upon the occurrence of the events described in this
Section 6, with no continuation of vesting.






	(a)	 	Termination-General. Any vested Option
will terminate and be of no further force and effect
ninety (90) days after the date that Employee is no longer
actively employed by the Company or any of its
subsidiaries (the “Termination Date”) unless:






	(i)	 	The Termination Date results
from Employee’s Retirement, in which case this Option
will terminate at the time described in Section 6(b)
below;
	 
	(ii)	 	The Termination Date results
from Employee’s Disability, in which case this Option
will terminate at the time described in Section 6(c)
below; or
	 
	(iii)	 	The Termination Date results
from Employee’s death, in which case this Option will
terminate at the time described in Section 6(d)
below.






	(b)	 	Retirement of Employee. If the
Termination Date results from Employee’s “Retirement” (as
hereinafter defined), any vested Option will terminate
fifteen (15) months after the Termination Date. Any
options that have not vested will expire upon Retirement.
If Employee’s Retirement occurs on or after Employee’s
60th birthday, this Option will also become fully vested,
to the extent not already fully vested.
	 
	(c)	 	Disability of Employee. If the
Termination Date results from Employee’s “Disability” (as
hereinafter defined), any vested Option will terminate
fifteen (15) months after the Termination Date. If the
Termination Date results from Employee’s Disability, and
Employee dies within one (1) year of the Termination Date,
this Option may be exercised, to the extent that Employee
was entitled to exercise it at the date of Employee’s
death, by a legatee or legatees of Employee under
Employee’s last will, or by Employee’s personal
representatives or distributees (or by a transferee under
Section 9), at any time within a period of fifteen (15)
months after Employee’s date of death.
	 
	(d)	 	Death of Employee. If the Termination
Date results from Employee’s death, any vested Option may
be exercised, to the extent that Employee was entitled to
exercise it at the date of Employee’s death, by a legatee
or legatees of Employee under Employee’s last will, or by
Employee’s personal representatives or distributees (or by
a transferee under Section 9), at any time within a period
of fifteen (15) months after the Termination Date. If
Employee dies within ninety (90) days of Employee’s
Termination Date, this Option may be exercised, to the
extent that Employee was entitled to exercise it at the
date of Employee’s death, by a legatee or legatees of
Employee under Employee’s last will, or by Employee’s
personal representatives or distributees (or by a
transferee under Section 9), at any time within a period
of fifteen (15) months after Employee’s date of death.




 









 











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Performance Accelerated Stock Option




	(e)	 	Notwithstanding the foregoing, (i) except
as otherwise provided in Section 6(b) above, this Option
will cease vesting as of the Termination Date and (ii) in
no event may this Option be exercised after the tenth
(10th) anniversary of the Date of Grant.






	7.	 	Option Exercise.






	(a)	 	Notice to Company of Option Exercise.
Employee may exercise this Option, in whole or in part, by
providing written notice to the Company, accompanied by
payment of the Option purchase price, as set forth below.
	 
	(b)	 	Payment of Option Purchase Price. The
price at which shares of Common Stock may be purchased
under this Option will be paid in full in cash at the time
of exercise or, if permitted by the Committee, by means of
tendering Common Stock or surrendering another Award (as
defined in the Plan), or any combination thereof, on such
terms and conditions as the Committee deems appropriate.
In addition, Employee may effect a “cashless exercise” of
this Option in which all or a portion of the shares
subject to this Option are sold through a broker and a
portion of the proceeds to cover the exercise price is
paid to the Company.






	8.	 	Tax Withholding. Employee must pay, or make
arrangements acceptable to the Company for the payment of, any
and all federal, state, and local tax withholding that in the
opinion of the Company is required by law. Unless Employee
satisfies any such tax withholding obligation by paying the
amount in cash or by check, the Company will withhold shares of
Common Stock having a Fair Market Value on the date of
withholding equal to the tax withholding obligation.
	 
	9.	 	Non-Transferability. Neither this Option nor any
rights under this Award Agreement may be assigned, transferred
or in any manner encumbered except by will or the laws of
descent and distribution, and any attempted assignment,
transfer, mortgage, pledge or encumbrance, except as herein
authorized, will be void and of no effect. This Option may be
exercised during Employee’s lifetime only by Employee.
Notwithstanding the foregoing, this Option may be transferred by
gift or otherwise to a member of Employee’s immediate family
and/or trusts whose beneficiaries are members of Employee’s
immediate family, or to such other persons or entities as may be
approved by the Committee.
	 
	10.	 	Definitions: Copy of Plan and Plan Prospectus.
	 
	 	 	For the purposes of this Award Agreement, the following terms
shall have the following meanings:






	(a)	 	“Change of Control” shall mean a Change
of Control as defined in the KEESA.
	 
	(b)	 	“Disability” shall mean a period of
disability during which Employee qualifies for benefits
under Employee’s employer’s long-term disability plan, or,
if Employee does not participate in such a plan, a period
of disability during which Employee would have qualified
for benefits under such a plan, as determined by the
Committee, had Employee been a participant in such a plan.
The Committee may require such medical or other evidence,
as it deems necessary to judge the nature of Employee’s
condition.
	 
	(c)	 	“KEESA” means the Key Executive
Employment and Severance Agreement, as the same may be
amended from time to time.




 









 











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Performance Accelerated Stock Option




	(d)	 	“Retirement” means a termination of
employment under which Employee is immediately eligible to
receive payments under the Company’s qualified pension
plan.
	 
	 	 	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.






	11.	 	Choice of Law. This Award Agreement will be governed
by the laws of the State of Arizona, excluding any conflicts or
choice of law rule or principle that might otherwise refer
construction or interpretation of this Agreement to another
jurisdiction.




An authorized representative of the Company has signed this Award Agreement,
and Employee has signed this Award Agreement to evidence Employee’s acceptance
of the Option on the terms specified in this Award Agreement, all as of the
Date of Grant.




	 	 	 
	

	 	PINNACLE WEST CAPITAL CORPORATION
	 
	 	 
	

	 	By:                                      
	 
	 	 
	

	 	Its: Vice President and Treasurer
	 
	 	 
	

	 	                                      
	

	 	Employee







 









 






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Performance Accelerated Stock Option



Attachment A



Generic Example



(Performance Accelerated Stock Option)




Assumption:



On February 17, 2004, Employee is granted an Option to purchase 750 shares of
Common Stock. Unless accelerated, the option will vest in 1/3 increments over 3
separate 12-month periods:





	•	 	250 shares will vest on February 17, 2005;
	 
	•	 	250 shares will vest on February 17, 2006; and
	 
	•	 	250 shares will vest on February 17, 2007.





Scenario #1:





	•	 	The Company’s Earnings Per Share Growth for fiscal year 2004 is
greater than the Earnings Per Share Growth of the S&P Electric Utilities
Index for fiscal year 2004. (The First Year Target is met.)
	 	 	 
	•	 	The Company’s Earnings Per Share Growth for fiscal year 2005 is
greater than the Earnings Per Share Growth of the S&P Electric Utilities
Index for fiscal year 2005. (The Second Year Target is met.)





     Vesting of Options under Scenario # 1:




	•	 	1/3 of the Option (250 shares) vests on February 17, 2005.
	 
	•	 	Based on the achievement of the First Year Target, the remaining
Options vest on August 17, 2005 and August 17, 2006 (the
achievement of the First Year Target accelerates the standard vesting
period by 6 months).
	 
	•	 	Based on the achievement of the Second Year Target, the remaining
Options vest on February 17, 2006 (the achievement of the Second Year
Target accelerates the vesting period by another 6 months).





Scenario #2:





	•	 	The Company’s Earnings Per Share Growth for fiscal year 2004 is
greater than the Earnings Per Share Growth of the S&P Electric Utilities
Index for fiscal year 2004. (The First Year Target is met.)
	 
	•	 	The Company’s Earnings Per Share Growth for Fiscal Year 2005 is less
than the Earnings Per Share Growth of the S&P Electric Utilities Index
for fiscal year 2005. (The Second Year Target is not met.)





     Vesting of Options Under Scenario #2:




	•	 	1/3 of the Option (250 shares) vests on February 17, 2005.
	 
	•	 	Based on the achievement of the First Year Target, the remaining
Options vest on August 17, 2005 and August 17, 2006 (the
achievement of the First Year Target accelerates the standard vesting
period by 6 months.)
	 
	•	 	Based on the failure to achieve the Second Year Target, the remaining
Options vest on August 17, 2006 (the failure to achieve the Second
Year Target results in the remaining standard vesting period for the
final 250 shares.)





 









 










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Performance Accelerated Stock Option



Scenario #3:





	•	 	The Company’s Earnings Per Share Growth for fiscal year
2004 is less
than the Earnings Per Share Growth of the S&P Electric Utilities Index
for fiscal year 2004. (The First Year Target is not met.)
	 
	•	 	The Company’s Earnings Per Share Growth for fiscal year 2005 is
greater than the Earnings Per Share Growth of the S&P Electric Utilities
Index for fiscal year 2005. (The Second Year Target is met.)





Vesting of Options Under Scenario #3:





	•	 	1/3 of the Option (250 shares) vests on February 17, 2005.
	 
	•	 	Based on the failure to achieve the First Year Target, the remaining
Options vests on February 17, 2006 and February 17, 2007 (the failure to
achieve the First Year Target results in a standard vesting period).
	 
	•	 	Based on the achievement of the Second Year Target, the remaining
Options (the final 250 shares) vest on August 17, 2006 (the
achievement of the Second Year Target accelerates the standard vesting
period and February 17, 2007 vesting date by 6 months).