APS 2015 Annual Report Download - page 221

participant’s Separation from Service will apply to participants who terminate employment prior to the Effective Date.
ARTICLE 2
CONSTRUCTION
Terms capitalized in this Plan shall have the meaning given in Article 2 of the Retirement Plan, governing definitions and
construction, except where such terms are otherwise defined in this Plan. If any provision of this Plan is determined to be invalid or
unenforceable for any reason, the remaining provisions shall continue in full force and effect. All of the provisions of this Plan shall be
construed and enforced according to the laws of the State of Arizona, and shall be administered according to the laws of such state,
except as otherwise required by the Act, the Code or other applicable federal law. It is the intention of the Company that the Plan, as
adopted by the Company, shall constitute an “unfunded plan of deferred compensation for a select group of management and highly
compensated employees” within the meaning of Sections 201(2) and 301(3) of the Act. Benefits under this Plan shall be paid from the
Company’s general assets, and not from any trust fund or other segregated fund, unless paid out of a rabbi trust established by the
Company. The assets of any such rabbi trust shall be subject to the claims of the general creditors of the Company. This Plan shall be
construed in a manner consistent with the Company’s intention.
ARTICLE 3
ELIGIBILITY AND PARTICIPATION
Employees of the Company or its Affiliates who are individually designated as Plan participants by the Human Resources
Committee of the Board of Directors of the Company (“Committee”), in its discretion, shall be eligible to participate in the Plan, and
such designated individuals shall be considered “Eligible Employees.”
(a) Officers. Except as provided by the Committee, Eligible Employees who are officers of the Company or an Affiliate
which is a participating employer under the Retirement Plan shall be entitled to the benefits described in Section 4(a).
(b) Other Approved Participants. Except as provided by the Committee, Eligible Employees of the Company or an
Affiliate which is a participating employer under the Retirement Plan who are not officers shall be entitled to the benefits described in
Section 4(b). Such Eligible Employees shall consist of Director level employees unless approved by the Committee.
(c) Commencement of Participation. An Eligible Employee shall commence participation in this Plan as of the first day of
the Plan Year following (1) the date the Eligible Employee becomes an officer of the Company or an Affiliate or (2) the date the
Committee designates him or her as a participant, as applicable. Such participation shall continue until the date on which the participant
is no longer an officer or designated as an Eligible Employee by the Committee.
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