APS 2015 Annual Report Download - page 202

1.24 “Plan Rate” shall mean an interest rate determined for each Plan Year by the Committee, in its sole discretion, which
rate shall be determined on or before the first business day of the month that precedes the beginning of the Plan Year for which the rate
applies but which rate shall in no event be less than a rate of interest equal to the ten year U.S. Treasury Note rate as published on the
last business day of the first week of October preceding a Plan Year.
1.25 “Restricted Stock Units” shall have the meaning assigned to that term under the Pinnacle West Capital Corporation
2007 Long-Term Incentive Plan, as amended, the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan, as amended, or
any similar plan adopted by the Company in the future.
1.26 “Retirement” and “Retires” shall mean, with respect to an employee, Separation from Service for any reason other than
a leave of absence, death or Disability on or after the earlier of the attainment of (i) age sixty-five (65) with five (5) Years of Service or
(ii) age fifty‑five (55) with ten (10) Years of Service; and shall mean, with respect to a Director who is not an employee, Separation
from Service with all Employers on or after the earlier of the attainment of (x) age sixty-five (65) with five (5) Years of Service as a
Director or (y) age fifty‑five (55) with ten (10) Years of Service as a Director. If a Participant is both an employee and a Director,
Retirement shall occur when he or she Retires as an employee.
1.27 “Section 409A” shall mean Section 409A of the Code or the regulations or other guidance issued thereunder from time
to time.
1.28 “Separation from Service” or “Separates from Service” shall mean the ceasing of employment by an employee with
all Employers or ceasing service as a Director of all Employers, voluntarily or involuntarily for any reason other than death. If a
Participant is both an employee and a Director, a Separation from Service shall occur when he or she terminates employment as an
employee, and the Participant shall become an inactive Participant (as defined in the last sentence of Section 2.4) at such point in time.
Except as provided in the preceding sentence and the resolution of the Board defining such term, “Separation from Service” and
“Separates from Service” shall be determined in accordance with the default rules set forth in the regulations issued under
Section 409A.
1.29 “Short-Term Payout” shall mean the payout set forth in Section 4.1.
1.30 “Specified Employee” shall have the meaning set forth in Section 409A, the regulations issued thereunder, and the
resolution issued by the Board defining such term.
1.31 “Termination Benefit” shall mean the Participant’s Account Balance payable in accordance with the provisions of
Article 5.
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