APS 2015 Annual Report Download - page 225

is a participating employer under the Retirement Plan for employees generally and by any amounts deferred by the participant under
any of the Company’s or such an Affiliate’s deferred compensation plans for employees. Bonus or incentive payments made in a
form other than cash, bonus or incentive payments which are not “year-end” bonus or incentive payments, bonus or incentive
payments under individual agreements between the Company or such an Affiliate and a participant, and large asset bonus plan
payments shall not be taken into account as Compensation and Monthly Compensation for purposes of this Plan unless the
Company’s President or Chief Executive Officer determines, in his or her discretion, that such bonus or incentive payment shall be
taken into account as Compensation and Monthly Compensation under this Plan. Subject to the foregoing, (a) eligible bonuses and
incentive payments (including eligible bonuses and incentive payments paid after termination) shall be taken into account as
Compensation and Monthly Compensation in the year in which such amounts are paid rather than in the year in which they are
earned, provided that the Company’s President or Chief Executive Officer shall have the authority to determine, in his or her
discretion, that such bonus or incentive payment shall be taken into account in the year in which such amounts are earned rather than
in the year in which they are paid, (b) Retention Unit Awards granted in a calendar month which become vested shall be counted as
Compensation paid and earned in such calendar month; provided, however, that if Retention Unit Awards are taken into account in
determining a participant’s Average Monthly Compensation with respect to benefits described in Sections 4(a)(1) or 4(a)(2)(i), no
more than two other year-end bonus or incentive payments will be taken into account in determining such Average Monthly
Compensation. The Company’s President or Chief Executive Officer shall have the sole and absolute discretion to determine
whether a bonus or incentive payment made to a participant constitutes Compensation or Monthly Compensation for purposes of this
Section 4(a) and may differentiate among individuals in establishing the bonus or incentive payments that may be taken into account
under the Plan.
(5) Promotion to Officer Status. In the event that an Eligible Employee is promoted to officer status, his or her
Traditional Benefit and Retirement Account Balance Benefit shall be retroactively calculated as if he or she had served as an officer
during the entire period of his or her employment with the Company or any of its Affiliates. The provisions of this Section 4(a)(5)
shall not apply to any individual who is promoted into Officer status on or after January 1, 2011.
(6) Promotion or Re-Hire into Officer Status On or After January 1, 2011 . For individuals who are promoted
into Officer status on or after January 1, 2011 or were an Officer and whose employment terminated and are re-hired as an Officer on
or after January 1, 2011, his or her Retirement Account Balance Benefit shall be prospectively calculated as of the date he or she is
promoted or re-hired to Officer status and then reduced by the Retirement Plan for service after the date of promotion or re‑hire.
(b) Other Approved Participants.
Subject to Article 6 and Article 7 any participant who is designated for participation pursuant to Section 3(b) and who receives
a benefit under the Retirement Plan, or such participant’s surviving
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