APS 2013 Annual Report Download - page 236

Performance Period and Employee (or his or her estate) will receive the Stock, if any, to which Employee is entitled at the time specified in
Section 4(a).
(ii) In the case of Employee’s termination of employment during the Performance Period which constitutes an Early Retirement or a Normal
Retirement under the Retirement Plan, Employee shall be deemed to have been employed by the Company through the end of the
Performance Period and Employee (or his or her estate) will receive the Stock, if any, to which Employee is entitled at the time specified in
Section 4(a).
(iii) If, at the time of Employee’s death, Disability or retirement Employee has reached sixty (60) years of age and has been credited with at
least five (5) Years of Service, as defined under the Retirement Plan, and does not otherwise meet the criteria for Early Retirement or Normal
Retirement under the Retirement Plan, Employee shall be treated for purposes of this Agreement as a “Late Career Recipient”. Upon a Late
Career Recipient’s retirement during the Performance Period, Employee will receive a straight prorated payout of the number of Performance
Shares calculated in accordance with Section 5 based on the number of days Employee was employed during the Performance Period.
Upon a Late Career Recipient’s retirement following the end of the Performance Period, Employee will receive a payout of the number of
Performance Shares calculated in accordance with Section 5. 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. Employee will receive the
Stock, if any, to which Employee is entitled at the time specified in Section 4(a).
(c) Termination Without Cause. In the event Employee’s employment is terminated by the Company without cause, the Chief Executive
Officer (“CEO”) of the Company may determine in his discretion if, to what extent, and when any unvested portion of the Performance
Shares granted under this Agreement should vest; provided, however, that (i) any vesting of unvested Performance Shares granted under
this Agreement pursuant to this Section 4(c) shall be approved by the Committee, and (ii) nothing herein shall obligate the CEO to exercise
his discretion to cause any unvested Performance Shares to vest.
(d) Termination For Cause. Notwithstanding any other provision in this Section 4, in the event Employee is terminated for Cause, then
regardless of Employee’s retirement, Early Retirement, Normal Retirement, death or Disability, Employee shall forfeit the right to receive
any Stock hereunder that Employee would otherwise be entitled to receive following his or her date of termination. For purposes only of this
Section 4(d), “Cause” means (A) embezzlement, theft, fraud, deceit and/or dishonesty by the Employee involving the property, business or
affairs of the Company or any of its Subsidiaries, or (B) an act of moral turpitude which in the sole judgment of the CEO reflects
adversely on the business or reputation of the Company or any of its Subsidiaries or negatively affects any of the Company’s or any of its
Subsidiaries’ employees or customers.
(e) Disability. “Disability” has the meaning set forth for such term in the Retirement Plan.
(f) Dividend Equivalents. In satisfaction of the Dividend Equivalents Award made pursuant to Section 1, at the time of the Company’s
delivery of Stock to Employee pursuant to this Section 4, the Company also will deliver to Employee fully transferrable shares of Stock
equal in value to the amount of dividends, if any, that Employee would have received if Employee had directly owned the Stock to which
the Performance Shares relate from the Date of Grant to the date of the Stock payout, plus interest on such amount at the rate of 5 percent
compounded quarterly, as determined pursuant to the Plan. The number of shares 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.
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