Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.49M
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 26 123K
3: EX-10.1A Material Contract 1 6K
4: EX-10.2A Material Contract 1 6K
5: EX-10.3 Material Contract 3 15K
6: EX-10.4 Material Contract 6 24K
7: EX-10.5 Material Contract 3 15K
8: EX-10.6A Material Contract 5 21K
9: EX-10.7A Material Contract 18 53K
10: EX-12.1 Statement re: Computation of Ratios 1 8K
11: EX-21.1 Subsidiaries of the Registrant 2 9K
12: EX-23.1 Consent of Experts or Counsel HTML 9K
13: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 15K
14: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 15K
15: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 13K
16: EX-99.1 Miscellaneous Exhibit HTML 42K
EX-10.6A — Material Contract
EX-10.6A | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 10.6a
FOURTH AMENDMENT TO
THE PINNACLE WEST CAPITAL CORPORATION
ARIZONA PUBLIC SERVICE COMPANY
SUNCOR DEVELOPMENT
AND EL DORADO INVESTMENT COMPANY
DEFERRED COMPENSATION PLAN
Effective January 1, 1992, Pinnacle West Capital Corporation (the
"Company"), Arizona Public Service Company, SunCor Development Company and El
Dorado Investment Company adopted the Pinnacle West Capital Corporation, Arizona
Public Service Company, SunCor Development Company and El Dorado Investment
Company Deferred Compensation Plan (the "Plan"). The Plan was thereafter amended
several times. The Plan was amended and restated in its entirety on December 1,
1995 and amended several times thereafter. The Plan was most recently amended on
October 22, 2002 to increase the threshold for automatic cashout for terminated
or retired Participants under certain circumstances and revise crediting of
interest for certain Participants.
By this instrument, the Plan is being amended to revise its claim
procedures.
1. This Amendment shall amend only those Sections set
forth herein and those Sections not amended hereby shall remain in full force
and effect.
2. Section 1.1.7 is hereby amended in its entirety to
read as follows:
1.17 "Disability" shall mean (i) in the case of a Participant
who is an employee of an Employer, a period of disability during which
a participant qualifies for benefits under the Participant's Employer's
long-term disability plan, or (ii) in the case of a Participant who is
a Director, a period of disability during which the Participant would
have qualified for benefits under such a plan, as determined in the
sole discretion of the Committee, had the Participant been an employee
of the Employer.
3. Section 8.1(b) is hereby amended in its entirety to
read as follows:
(b) Waiver of Deferral; Credit for Plan Year of
Disability. A Participant who is determined
to be suffering from a Disability shall be
excused from fulfilling that portion of the
Annual Deferral commitment that would
otherwise have been withheld fro a
Participant's Bas Annual Salary, Year-End
Bonus and/or Directors Fees for the Plan
Year during which the Participant first
suffers a Disability. In addition, the
Participant's Account Balance shall be
credited with that portion of the Annual
Deferral commitment that is excused in
accordance with the preceding sentence,
unless the Disability ceases in the Plan
Year that it commences, in which case, the
crediting shall apply only for the period of
Disability.
4. Section 8.2 is hereby amended in its entirety to read
as follows:
8.2 Disability Benefit. A Participant suffering a
Disability shall, for the benefit purposes under this
Plan, continue to be considered to be employed and
shall be eligible for the benefits provided for in
Articles 4, 5, 6 or 7 in accordance with the
provisions of those Articles. Notwithstanding the
above, the Committee shall have the right, in its
sole and absolute discretion and for purposes of this
Plan only, to terminate a Participant's employment or
service as a Director at any time after such
participant is determined to be suffering from a
disability. In determining the Participant's Account
Balance for purposes of the Disability Benefit
described in the previous sentence, the Preferred
Rate shall be used in lieu of the rates in Section
7.1
5. ARTICLE 14 is hereby amended in its entirety to read
as follows:
ARTICLE 14
Claims Procedures
14.1 Claims. Any Participant, Beneficiary or any
authorized representative acting on behalf of the Participant
or Beneficiary ("Claimant") claiming benefits, eligibility,
participation or any other right or interest under this Plan
may file a written claim setting forth the basis of the claim
with the Employee Benefits Department. A written notice of the
Employee Benefits Department's disposition of any such claim
shall be furnished to the Claimant within a reasonable time
(not to exceed ninety (90) days) after the claim is received
by the Employee Benefits Department. Notwithstanding the
foregoing, the Employee Benefits Department may have
additional time (not to exceed ninety (90) days) to decide the
claim if special circumstances exist, provided that it advises
the Claimant, in writing and prior to the end of the initial
ninety (90) day period, of the special circumstances giving
rise to the
need for additional time and the date on which it expects to
decide the claim. If the claim is denied, in whole or in part,
the notice of disposition shall include the specific reason
for the denial, identify the specific provisions of the Plan
upon which the denial is based, describe any additional
material or information necessary to perfect the claim,
explain why that material or information is necessary and
describe the Plan's review procedures, including the
timeframes thereunder for a Claimant to file a request for
review and for the Committee to decide the claim. The notice
shall also include a statement advising the claimant of his or
her right to bring a civil action under Section 502(a) of the
Employee Retirement Income Security Act of 1974, as amended,
if his or her claim is denied, in whole or in part, upon
review.
Within sixty (60) days after receiving the written
notice of the Employee Benefits Department's disposition of
the claim, the Claimant may request, in writing, review by the
Committee of the Employee Benefits Department's decision
regarding his or her claim. Upon written request, the Claimant
shall be entitled to a review meeting with the Committee to
present reasons why the claim should be allowed. The Claimant
may submit a written statement in support of his or her claim,
together with such comments, information and material relating
to the claim, as he or she deems necessary or appropriate. The
Claimant shall be provided, upon request and free of charge,
reasonable access to, and copies of, all documents, records
and other information which are relevant to the Claimant's
claim and its review. If the Claimant does not request review
within sixty (60) days after receiving written notice of the
Employee Benefits Department's disposition of the claim, the
Claimant shall be deemed to have accepted the Employee
Benefits Department's written disposition.
The Committee shall make its decision on review and
provide written notice thereof to the Claimant within a
reasonable time (not to exceed sixty (60) days) after the
claim is received by the Committee. Notwithstanding the
foregoing, the Committee may have additional time (not to
exceed sixty (60) days) to decide the claim if special
circumstances exist provided that it advises the Claimant, in
writing, prior to the end of the initial sixty (60) day
period, of the special circumstances giving rise to the need
for additional time and the date on which it expects to decide
the claim. In no event shall the Committee have more than one
hundred twenty (120) days following its receipt of the
Claimant's request for review to provide the Claimant with
written notice of its decision.
The Committee shall have the right to request of and
receive from Claimant such additional information, documents
or other evidence as the Committee may reasonably require. In
the event that the Committee requests such additional
information from the Claimant, the period for making the
benefit determination on review shall not take into account
the period beginning on the date on which the Committee
notifies the Claimant in writing of the need for additional
information and ending on the date on which the Claimant
responds to the request for additional information.
If the claim is denied upon review, in whole or in
part, the notice of disposition shall include the specific
reason for the denial, identify the specific provision of the
Plan upon which the denial is based, include a statement
advising the Claimant of his or her right to receive, upon
written request and free of charge, reasonable access to and
copies of all documents, records and other information which
are relevant to the Claimant's claim. The notice shall also
include a statement advising the claimant of his or her right
to bring a civil action under Section 502(a) of the Employee
Retirement Income Security Act of 1974, as amended, if his or
her claim is denied, in whole or in part, upon review.
For purposes of this Section 14.1, a document, record
or information will be considered "relevant" if it (a) was
relied upon by the Employee Benefits Department or Committee,
as applicable, in making the benefit decision, (b) was
submitted, considered or generated in the course of making
such decisions, even if it was not relied upon in making those
decisions, or (c) demonstrates compliance with the
administrative processes and safeguards established by the
Plan to insure that the terms of the Plan have been followed
and applied consistently.
To the extent permitted by law, a decision on review
by the Committee shall be binding and conclusive upon all
persons whomsoever. Completion of the claims procedure
described in this Section 14.1 shall be a mandatory
precondition that must be complied with prior to commencement
of a legal or equitable action in connection with the Plan by
a person claiming rights under the Plan, or by another person
claiming rights through such a person. The Committee may, in
its sole discretion, waive these procedures as a mandatory
precondition to such an action.
6. Except as otherwise expressly provided herein, this Amendment
shall be effective January 1, 2003.
Except as amended hereby, the Company ratifies and confirms the Plan as
amended and restated effective January 1, 1995 and as thereafter amended.
Dated: December 18, 2003
PINNACLE WEST CAPITAL CORPORATION
By /s/ Jack E. Davis
-----------------------------------------
Its President & Chief Operating Officer of
Pinnacle West Capital Corporation and
President & Chief Executive Officer of
Arizona Public Service Company
Dates Referenced Herein and Documents Incorporated by Reference
4 Subsequent Filings that Reference this Filing
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