APS 2015 Annual Report Download - page 243

(7)The Company’s percentile ranking during the Performance Period for each Performance Metric will be the average of the
Company’s percentile ranking for each Performance Metric during each of the three years of the Performance Period
(each, an “Average Performance Metric”); provided, however, that if the third year of a Performance Metric is not
calculable by December 15 of the following year, the Performance Metric shall consist of the three most recent years
for which such Performance Metric is calculable. The Company’s “Average Performance,” for purposes of determining
any Base Grant adjustments pursuant to Subsection 5(b) above will be the average of the Average Performance
Metrics. If only quartile, rather than percentile, rankings are available for a particular Performance Metric, the Average
Performance Metric for any such Performance Metric shall be expressed as a percentile. For example, if the
Performance Metric was in the top quartile for two Performance Periods and in the lowest quartile in the other
Performance Period, the average of these quartiles would be 3 (the average of 4, 4, and 1) and the Average
Performance Metric would be the 75th percentile (3 /4). The calculations in this Subsection 6(a)(7) will be verified by the
Company’s internal auditors.
(8)If either EEI or SNL discontinues providing the data specified above, the Committee shall select a data source that, in the
Committee’s judgment, will provide data most comparable to the data provided by EEI or SNL, as the case may be. If
the JD Power Residential National Large Segment Survey for investor-owned utilities (or a successor JD Power survey)
is not available during each of the years of the Performance Period, the Performance Metric associated with the JD
Power Residential Survey (Subsection 6(a)(1)) will be disregarded and not included in the Company’s Average
Performance for purposes of determining any Base Grant adjustments pursuant to Subsection 5(b).
(b) Total Shareholder Return. “Total Shareholder Return” for the Performance Period is the measure of a company’s stock price
appreciation plus any dividends paid during the Performance Period. Only those companies that were included in the Growth Index
in each of the years of the Performance Period will be considered. Total Shareholder Return for the Company and the companies
in the Growth Index will be determined using the Daily Comparative Return as calculated by Bloomberg (or other independent third
party data system). If the Growth Index is discontinued, the Committee shall select the most comparable index then in use for the
sector comparison. In addition, if the sector comparison is no longer representative of the Company’s industry or business, the
Committee shall replace the Growth Index with the most representative index then in use. Once the Total Shareholder Returns of
the Company and all relevant companies in the Growth Index have been determined, the member companies will be ranked from
greatest to least. Percentiles will be calculated (interpolated from 0% to 100%) based on a company’s relative ranking. Percentiles
will be carried out to one (1) decimal place. If the Company is not in the Growth Index, then its percentile will be interpolated
between the companies listed in the relative ranking. These calculations will be verified by the Company’s internal auditors.
7. Termination of Award. This Award Agreement will terminate and be of no further force or effect on the date that Employee is no longer
employed by the Company or any of its subsidiaries, whether due to voluntary or involuntary termination, death, retirement, Disability, or
otherwise, except as specifically set forth in Section 4 above or in Article 15 of the Plan. Employee will, however, be entitled to receive
any Stock and Dividend Equivalents payable under Section 4 of this Award Agreement if Employee’s employment terminates after the end
of the Performance Period but before Employee’s receipt of such Stock and Dividend Equivalents.
8. Section 409A Compliance. If the Company concludes, in the exercise of its discretion, that this Award is subject to Section 409A of the
Code, the Plan and this Award Agreement shall be administered in compliance with Section 409A and each provision of this Award
Agreement and the
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