APS 2015 Annual Report Download - page 205

3.2 Maximum Deferral. Subject to Section 3.3, for each Plan Year, a Participant may defer up to fifty percent (50%) of his
or her Base Annual Salary, up to one hundred percent (100%) of his or her Year-End Bonus, up to 100% of his or her Restricted Stock
Units (if the Company allows deferrals of Restricted Stock Units), and/or up to one hundred percent (100%) of his or her Directors
Fees.
3.3 Election to Defer; Effect of Election Form. In connection with a Participant’s initial commencement (or in certain cases
described in Section 2.3, recommencement) of participation in the Plan, the Participant may file an Election Form within thirty (30)
days after becoming eligible to participate. If this initial Election Form is filed after the beginning of the calendar year to which the
Election Form relates, the Participant may elect only to defer his or her Base Annual Salary for pay periods commencing after the filing
of his or her Election Form. For each succeeding Plan Year, a Participant may elect to defer from his or her Base Annual Salary, Year-
End Bonus and/or Directors Fees (and Restricted Stock Units to the extent permitted by the Company) an Annual Deferral by
delivering to the Company a completed Election Form before the January 1 of the calendar year in which the Participant earns the
compensation he or she is deferring, which election and form shall be irrevocable during the Plan Year except as provided in Section
4.2. Solely with respect to a deferral of Base Annual Salary, and as permitted by Treasury Regulation Section 1.409A-2(A)(13)(i),
compensation payable after any particular December 31 solely for services performed during the final payroll period containing such
December 31, shall be treated as compensation for services performed in the subsequent taxable year in which the payment is made.
Notwithstanding the foregoing, with respect to Restricted Stock Units, the Committee may permit a Participant to file an Election Form
on or before the thirtieth (30th) day after the Participant obtains the right to the Restricted Stock Units, provided that the Election Form
is filed at least twelve (12) months in advance of the earliest date at which the forfeiture condition with respect to the Restricted Stock
Units could lapse. If no Election Form is delivered and accepted for a Plan Year, no Annual Deferral will be withheld for that Plan
Year. Any such Election Form shall designate the time and form of payment of the compensation deferred. With respect to the “excess
interest credits” on the December 31, 2004 Account Balance of any Participant who had less than five (5) years of Plan Participation as
of December 31, 2004, the election of the form and time of payment made by such Participant with respect to the calendar year in
which the Participant first earns five (5) years of Plan Participation shall govern the form and time of payment of such excess interest
credits. For this purpose, the “excess interest credits” are the interest credits in excess of the yield on ten year U.S. Treasury Notes (as
published on the last business day of the first week of October preceding the Plan Year).
3.4 Withholding of Deferral Amounts. For each Plan Year, the Base Annual Salary portion of the Annual Deferral shall be
withheld periodically from the Participant’s Base Annual Salary. The Year-End Bonus, Restricted Stock Unit, and/or Directors Fees
portion of the Annual
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