APS 2013 Annual Report Download - page 237

(g) Impact on Pension. The value of the shares of Stock distributed upon payment for the Performance Shares and Dividend Equivalents
will be disregarded for purposes of calculating the amount of Employee’s benefit under any Company retirement plans.
5. Performance Criteria and Adjustments . Fifty percent (50%) of the Performance Shares awarded under this Award Agreement will be determined
pursuant to Section 5(a) and fifty percent (50%) of the Performance Shares awarded under this Award Agreement will be determined pursuant to
Section 5(b). In no event will Employee be entitled to receive a number of Performance Shares pursuant to this Award Agreement greater than 2.0
times the Base Grant.
(a) Adjustment of Base Grant for Total Shareholder Return. Fifty percent (50%) of the Base Grant will increase or decrease based upon
the Company’s “Total Shareholder Return” as compared to the Total Shareholder Return of the companies in the Growth Index during the
Performance Period, as follows:
If the Company’s Total Shareholder Return Over The
Performance Period As Compared to the Total
Shareholder Return of the Companies in the Growth
Index is:
The Number of
Performance Shares will
be:
90th Percentile or greater 1.0 X Base Grant
75th Percentile .75 X Base Grant
50th Percentile 0.5 X Base Grant
25th Percentile 0.25 X Base Grant
Less than 25th Percentile None
If intermediate percentiles are achieved, the number of Performance Shares awarded will be prorated (partial shares will be
rounded down to the nearest whole share when applicable). For example, if the Company’s Total Shareholder Return during the
Performance Period places the Company’s performance in the 60th percentile, then the number of Performance Shares would be increased to
0.60 (0.5 X 60/50) multiplied by the Base Grant. In no event will Employee be entitled to receive a number of Performance Shares pursuant
to this Subsection 5(a) greater than 1.0 times the Base Grant.
(b) Adjustment of Base Grant for Performance Metrics . Fifty percent (50%) of the Base Grant will increase or decrease based upon the
Company’s “Average Performance” with respect to the “Performance Metrics,” as follows:
If the Company’s Average Performance is:
The Number of
Performance Shares will
be:
90th Percentile or greater 1.0 X Base Grant
75th Percentile .75 X Base Grant
50th Percentile 0.5 X Base Grant
25th Percentile 0.25 X Base Grant
Less than 25th Percentile None
If intermediate percentiles are achieved, the number of Performance Shares awarded pursuant to this Subsection 5(b) will be
prorated (partial shares will be rounded down to the nearest whole share when applicable). For example, if the Company’s Average
Performance during the Performance Period places the Company’s performance in the 60th percentile, then the number of Performance
Shares would be increased to .60 (0.5 X 60/50) multiplied by the Base Grant. In no event will Employee be entitled to receive a number of
Performance Shares pursuant to this Subsection (b) greater than 1.0 times the Base Grant.
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