PINNACLE WEST CAPITAL CORPORATION
2000 DIRECTOR EQUITY PLAN
ESTABLISHMENT, PURPOSE, AND DURATION
1.1 ESTABLISHMENT OF THE PLAN. Pinnacle West Capital Corporation hereby
establishes the Pinnacle West Capital Corporation 2000 Director Equity Plan (the
"Plan") for the benefit of its Nonemployee Directors. The Plan sets forth the
terms of grants of unrestricted Stock and Nonqualified Stock Options to
Nonemployee Directors. All such grants are subject to the terms and provisions
set forth in this Plan.
1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to encourage ownership
in the Company by Nonemployee Directors, to strengthen the ability of the
Company to attract and retain the services of experienced and knowledgeable
individuals as Nonemployee Directors of the Company, and to provide Nonemployee
Directors with a further incentive to work for the best interests of the Company
and its shareholders. The Plan is intended to replace the Pinnacle West Capital
Corporation Director Equity Participation Plan and the Arizona Public Service
Company Director Equity Plan, which have been terminated effective July 1, 2000.
1.3 EFFECTIVE DATE. The Plan is effective as of July 1, 2000 (the
"Effective Date"). Pursuant to New York Stock Exchange Rule 312.03(a)(4),
shareholder approval of the Plan is not required.
1.4 DURATION OF THE PLAN. The Plan will remain in effect until the earlier
of (a) June 30, 2010 or (b) such time as the Plan is terminated by the Board of
Directors pursuant to Article 8 or Section 9.4.
DEFINITIONS AND CONSTRUCTION
2.1 DEFINITIONS. For purposes of the Plan, the following terms will have
the meanings set forth below:
(a) "Award" means a grant of Stock or Nonqualified Stock Options under
(b) "Award Agreement" means any written instrument, contract, or other
instrument or document evidencing an Award.
(c) "Board" or "Board of Directors" means the Board of Directors of
the Company, and includes any committee of the Board of Directors designated by
the Board to administer this Plan.