APS 2015 Annual Report Download - page 209

payment will be paid or the installment payments will begin within thirty (30) days following either (i) his or her Separation from
Service or (ii) the later of his or her attainment of age fifty-five (55) or his or her Separation from Service. The Participant may change
his or her election to an allowable alternative payout date or period by submitting a new Election Form to the Company in accordance
with Section 3.6. Failure to make an election will result in the benefits being paid in a lump sum within thirty (30) days after the
Participant’s Separation from Service. Any election under this Section 5.1 shall be irrevocable, except to the extent provided in Section
3.6. Notwithstanding the foregoing, payment of the Termination Benefit shall not be made or commence prior to the date which is six
(6) months after the date of a Participant’s Separation from Service in the case of a Participant who is determined to be a Specified
Employee.
(b) Automatic Distribution of Termination Benefits for Small Amounts. Notwithstanding any provision of this
Section 5.1 to the contrary, if, upon a Participant’s Separation from Service, his or her Account Balance, as determined pursuant to
Section 5.1, and the Participant’s Discretionary Credit Account, if any, when added to his or her Retirement Account Balance Benefit
under the Pinnacle West Capital Corporation Supplemental Excess Benefit Retirement Plan of 2005, does not exceed the amount
specified in Code Section 402(g) for the calendar year in which such Separation from Service occurs, the Participant’s Termination
Benefit shall be distributed in a lump sum within thirty (30) days following his or her Separation from Service. Notwithstanding the
foregoing, payment of the Termination Benefit shall not be made prior to the date which is six (6) months after the date of a
Participant’s Separation from Service in the case of a Participant who is determined to be a Specified Employee.
5.2 Death Prior to Pay Out.
(a) Death Prior to Commencement of Payments. If a Participant dies prior to the payout date that he or she elected
for his or her Termination Benefit, his or her Termination Benefit shall be paid to the Participant’s Beneficiary in the survivor form
elected by the Participant (lump sum or installments over five (5), ten (10), or fifteen (15) years) commencing in the January
immediately after the Participant’s death. Notwithstanding anything to the contrary herein, the Participant may change his or her
elections regarding his or her payment of Termination Benefit upon his or her death by submitting a new Election Form to the
Company in accordance with rules established by the Committee, provided, however, that if such election results in potentially later
payment date, the election must comply with the requirements of Section 3.6 except that, as permitted by Treasury Regulation Section
1.409A-2(b)(1)(ii), the five (5) year delay described in clause (b) of Section 3.6 shall not apply.
(b) Death After Commencement. If a Participant dies after the commencement of the payment of his or her
Termination Benefit, but before the Termination Benefit is paid in full, the Participant’s unpaid Termination Benefit payments shall
continue and shall be paid to the
11