Consulting Services Agreement between Pinnacle West and Donald E. Brandt

This Consulting Services Agreement (“Agreement”) is entered into as of the 4th day of November, 2019 and is between Pinnacle West Capital Corporation (“Company”), and Donald E. Brandt (“Consultant”).

WHEREAS, Consultant currently serves as the Chairman, President and Chief Executive Officer of the Company;

WHEREAS, Consultant has announced plans to retire from the Company effective as of the 15^th day of November, 2019 (“Retirement Date”);

WHEREAS, the Company desires to retain Consultant to provide certain services, for the period beginning on the Retirement Date and continuing for a period of 12 months (“Retention Period”); and

WHEREAS, Consultant desires to accept such retention, subject to the terms and conditions set forth below.

NOW THEREFORE, the Company and Consultant agree as follows:

Agreement is terminated. The Consultant will not receive the Monthly Fee for any month following the month in which the Agreement is terminated, nor will the Consultant be entitled to receive the Final Fee. For purposes of this Agreement, “Disability” means that Consultant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

information by the Company or its affiliates. Consultant shall have no obligation to keep confidential any Confidential Information, if and to the extent disclosure of any such information is specifically required by law or to enforce the terms of this Agreement; provided, however, that in the event disclosure is required by applicable law or to enforce the terms of this Agreement, Consultant shall provide the Company with prompt notice of such requirement, prior to making any disclosure, so that it may seek an appropriate protective order. This Agreement also does not limit Consultant’s ability to communicate with any government agency regarding matters within the agency’s jurisdiction or otherwise participate in any investigation or proceedings that may be conducted by such agency, including providing documents or other information without notice to the Company. Nothing in this Agreement shall prevent Consultant from the disclosure of Confidential Information or trade secrets that: (i) is made: (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (b) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is permitted to be made, and is made, under seal. In the event that Consultant files a lawsuit alleging retaliation by Company for reporting a suspected violation of law, Consultant may disclose Confidential Information or trade secrets related to the suspected violation of law or alleged retaliation to Consultant’s attorney and use the Confidential Information or trade secrets in the court proceeding if Consultant or Consultant’s attorney: (i) files any document containing Confidential Information or trade secrets, under seal if permitted; and (ii) does not disclose the Confidential Information or trade secrets, except pursuant to or in accordance with a court order. The Company provides this notice in compliance with federal law, including the Defend Trade Secrets Act of 2016.

Consultant agrees that all Confidential Information of the Company and its affiliates (whether now or hereafter existing) conceived, discovered or made by him during employment exclusively belongs to the Company or its affiliates (and not to Consultant).    

During the term of this Agreement, the Company agrees that it will not, directly or indirectly, disclose any information regarding the Consultant which is not generally known to the public, without the prior written consent of the Consultant; provided, however, that the Company is not prohibited from such disclosure if the information is required to be disclosed in compliance with applicable laws, rules, regulations, or by order of a court or other regulatory, administrative, or similar body. The Company will give reasonable prior notice to the Consultant of its intent to make any such disclosure to the extent not restricted by law.

For purposes of this Section 7.1, the term “Confidential Information” shall mean and include any information disclosed to Consultant any time during Consultant’s service with the Company or its affiliates or thereafter which relates to the business of the Company and which is not generally known to the public, including, but not limited to, information concerning the Company’s or its affiliates’ assets and valuations, business plans, methods of operation, management, information systems,

procedures, processes, practices, policies, plans, programs, personnel and/or reports or other information prepared by appraisers, consultants, advisors, bankers or attorneys.

Consultant hereby assigns to the Company all Work Product and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefore, in the United States and elsewhere, and appoints any officer of the Company as its duly authorized agent to execute, file, prosecute and protect the same before any government agency, court or authority.

Each party may change its address by giving written notice of such change in the manner provided in this Section 10.

IN WITNESS WHEREOF, we have set our hands as of the date first above written.