APS 2015 Annual Report Download - page 241

of Stock distributed to Employee will be determined by dividing the amount of the Dividend Equivalents and interest by the Fair
Market Value of one share of Stock as of the applicable date of the Stock payout. No fractional Stock shall be issued. If the
Stock payout results in a fractional share of one-half or greater, such fraction will be increased to provide for the issuance of a full
share of Stock.
(g) Impact on Retirement Plans. The value of the shares of Stock distributed upon payment for the Performance Shares and
Dividend Equivalents will be disregarded for purposes of calculating the amount of Employee’s benefit under any Company
retirement plans.
5. Performance Criteria and Adjustments. Fifty percent (50%) of the Performance Shares awarded under this Award Agreement will be
determined pursuant to Section 5(a) and fifty percent (50%) of the Performance Shares awarded under this Award Agreement will be
determined pursuant to Section 5(b). In no event will Employee be entitled to receive a number of Performance Shares pursuant to this
Award Agreement greater than 2.0 times the Base Grant.
(a) Adjustment of Base Grant for Total Shareholder Return. Fifty percent (50%) of the Base Grant will increase or decrease based
upon the Company’s “Total Shareholder Return” as compared to the Total Shareholder Return of the companies in the Growth
Index during the Performance Period, as follows:
If the Company’s Total Shareholder Return Over The Performance
Period As Compared to the Total Shareholder Return of the
Companies in the Growth Index is:
The Number of Performance
Shares will be:
90th Percentile or greater
75th Percentile
1.0 X Base Grant
.75 X Base Grant
50th Percentile 0.5 X Base Grant
25th Percentile 0.25 X Base Grant
Less than 25th Percentile None
If intermediate percentiles are achieved, the number of Performance Shares awarded will be prorated (partial shares will
be rounded down to the nearest whole share when applicable). For example, if the Company’s Total Shareholder Return during the
Performance Period places the Company’s performance in the 60th percentile, then the number of Performance Shares would be
increased to 0.60 (0.5 X 60/50) multiplied by the Base Grant. In no event will Employee be entitled to receive a number of
Performance Shares pursuant to this Subsection 5(a) greater than 1.0 times the Base Grant.
(b) Adjustment of Base Grant for Performance Metrics. Fifty percent (50%) of the Base Grant will increase or decrease based
upon the Company’s “Average Performance” with respect to the “Performance Metrics,” as follows:
If the Company’s Average Performance is: The Number of Performance
Shares will be:
90th Percentile or greater
75th Percentile
1.0 X Base Grant
.75 X Base Grant
50th Percentile 0.5 X Base Grant
25th Percentile 0.25 X Base Grant
Less than 25th Percentile None
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