Exhibit 10.9(a)
FIRST AMENDMENT TO THE
ARIZONA PUBLIC SERVICE COMPANY
SEVERANCE PLAN
Effective June 22, 1993, Arizona Public Service Company (the
"Company") established the ARIZONA PUBLIC SERVICE COMPANY SEVERANCE PLAN (the
"Plan"). By this instrument, the Company intends to amend the Plan to give
certain employees who are displaced from their positions with the Company the
option of electing a special benefit package and to make certain technical
revisions.
1. This Amendment shall amend only those Sections or subsections
set forth herein, and those Sections or subsections not specifically amended
hereby shall remain in full force and effect.
2. Section 1(f) is hereby amended in its entirety to
read as follows:
(f) "Guideline" - The Arizona Public Service Company Workforce
Management Guideline for Non-Management Employees and the Arizona
Public Service Company Workforce Management Guideline for Management
Employees, dated November 30, 1993, as the same may be amended from time
to time.
3. Section 2(b)(i) is hereby amended in its entirety
as follows:
(i) An employee who is offered a regular performance review
position with a salary grade which is within one salary grade of the
position held by the employee prior to receipt of notice of his
displacement under the Guideline;
4. Section 3 is hereby amended in its entirety to
read as follows:
Section 3. Participation
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(a) An employee eligible to participate under Section 2 shall
become a participant entitled to benefits under Section 4 of the Plan
if, after being notified of coverage under Section 2, he (i) accepts, in
writing on a form provided by the Company, during the Election Period,
the severance benefits payable under Section 4, (ii) elects, if
eligible, between the severance benefits described in Section 4(a) and
the severance benefits described in Section 4(b), and (iii) executes a
full waiver and release of claims in such form and containing such terms
and conditions as may be acceptable to the Company.
(b) An eligible employee under Section 2 who does not satisfy the
requirements set forth in Section 3(a) (other than Section 3(a)(ii))
shall not be entitled to benefits under this Plan. An eligible employee
under Section 2 who satisfies the requirements of Sections 3(a)(i) and
(iii) but not Section 3(a)(ii) shall be deemed to have elected to
receive benefits under Section 4(a).
5. Section 4 is hereby amended in its entirety to
read as follows:
Section 4. Amount of Severance Benefits.
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(a) Subject to Sections 4(b) and (c) and Section 5, participants
shall receive the severance benefits described herein.
(i) Severance Pay. Each participant shall receive severance
pay equal to four (4) weeks of Base Pay, plus one (1) week of
Base Pay for each Year of Service, up to a maximum of twenty-six
(26) weeks of Base Pay.
(ii) Medical and Dental Benefits. Each participant and his
dependents shall continue to be covered by the medical plan
and/or dental plan maintained by the Company which covered that
participant and his dependents on the date on which the
participant became entitled to benefits under the Plan as
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described in this Section 4(a)(ii), provided that the participant
authorizes deduction of his share of the cost of such continued
coverage from the severance payments made to him pursuant to
Section 4(a)(i).
During the participant's Severance Period, the Company
will continue to pay the same percentage of the cost for
continued coverage under the applicable medical plan and/or
dental plan for such participant and his dependents as it pays
for active employees and their dependents covered by that medical
plan and/or dental plan, and the participant shall be responsible
for paying the remaining cost of continued coverage under the
Com- pany's medical plan and/or dental plan as determined by the
Company through deduction from his severance pay. For purposes of
satisfying the Company's obligation under COBRA to continue group
health care coverage to the participant and his dependents as a
result of the participant's termination of employment, the period
during which the participant and his dependents continue to
participate in the Company's medical plan and/or dental plan
under this Section 4(a)(ii) shall be in addition to the period
during which the participant and his dependents are entitled to
continued coverage under the Company's medical plan and/or dental
plan under COBRA. The participant and his dependents shall be
responsible for paying the full cost of any continued coverage
under the Company's medical plan and/or dental plan which is
elected pursuant to COBRA after the end of the participant's
Severance Period and the Company shall not contribute to the cost
of such coverage.
(iii) Outplacement Services. Each participant shall be
eligible for outplacement services following his termination of
employment. The level of outplacement services provided to a
participant will be determined by the Company based on the
participant's job classification upon termination of employment.
Outplacement services shall be provided by the individual or
organization designated by the Company in its discretion.
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(iv) Training Assistance. Each participant shall be eligible
for up to One Thousand Dollars ($1,000.00) as reimbursement for
tuition and related expenses (not including room and board) for
classes completed by that participant within twelve (12) months
follow- ing his termination of employment. Tuition and related
expenses shall be eligible for reimbursement only if they are
attributable to classes offered by an accredited post-secondary
educational or vocational institution which will enhance the
participant's existing job skills, allow the participant to
develop new job skills or lead to an associate, bachelor or
advanced degree for the participant.
(b) Notwithstanding the foregoing and subject to Section 4(c) and
Section 5, participants who were notified of their displacement from
their positions with the Company during the period beginning April 15,
1994, and ending on May 30, 1994, and whose termination dates are not
extended by the Company, may elect the following benefits in lieu of
the benefits provided under Section 4(a).
(i) Severance Pay. Each participant shall receive severance
pay equal to four (4) weeks of Base Pay, plus one and one-half
(1- 1/2) weeks of Base Pay for each Year of Service, up to a
maximum of thirty-nine (39) weeks of Base Pay.
(ii) Medical and Dental Benefits. Each participant and his
dependents shall continue to be covered by the medical plan
and/or dental plan maintained by the Company which covered that
participant and his dependents on the date on which the
participant became entitled to benefits under the Plan as
described in this Section 4(b)(ii), provided that the participant
authorizes deduction of his share of the cost of such continued
coverage from the severance payments made to him pursuant to
Section 4(b)(i).
During the participant's Severance Period, the Company
will continue to pay the same percentage of the cost for
continued coverage under the applicable medical plan and/or
dental plan for such participant and his dependents as it pays
for active employees
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and their dependents covered by that medical plan and/or dental
plan, and the participant shall be responsible for paying the
remaining cost of continued coverage under the Com- pany's
medical plan and/or dental plan as determined by the Company
through deduction from his severance pay. For purposes of
satisfying the Company's obligation under COBRA to continue group
health care coverage to the participant and his dependents as a
result of the participant's termination of employment, the period
during which the participant and his dependents continue to
participate in the Company's medical plan and/or dental plan
under this Section 4(b)(ii) shall be in addition to the period
during which the participant and his dependents are entitled to
continued coverage under the Company's medical plan and/or dental
plan under COBRA. The participant and his dependents shall be
responsible for paying the full cost of any continued coverage
under the Company's medical plan and/or dental plan which is
elected pursuant to COBRA after the end of the par- ticipant's
Severance Period and the Company shall not contribute to the cost
of such coverage.
(c) Notwithstanding Section 4(a) or Section 4(b), in no event
will the value of the benefits payable under Section 4 exceed the
participant's Maximum Permitted Benefit.
6. The references in Section 5 and Section 8 to "Section 4(a)"
are hereby changed to "Section 4(a)(i) or Section 4(b)(i)" and the references in
Section 8 to "Section 4(b)" are hereby changed to "Section 4(a)(ii) or Section
4(b)(ii)."
7. The following sentence is hereby added to the
third paragraph of Section 12:
Any amendment to the Plan shall be in writing, approved by the Board and
executed by a duly authorized officer of the Company.
8. This amendment shall be effective April 15, 1994.
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Except as amended by this instrument, the Company hereby ratifies
the Plan as adopted effective June 22, 1993.
DATED: 8/19, 1994.
ARIZONA PUBLIC SERVICE COMPANY
By Armando Flores
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Its
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