APS 2013 Annual Report Download - page 240

obligations upon a payout. In the absence of a timely election by Employee, Employee’s tax withholding obligation will be satisfied through the
Company’s withholding of shares of Stock as set forth above.
10. Continued Employment. Nothing in the Plan or this Award Agreement shall be interpreted to interfere with or limit in any way the right of the
Company or its Subsidiaries to terminate Employee’s employment or services at any time. In addition, nothing in the Plan or this Award Agreement
shall be interpreted to confer upon Employee the right to continue in the employ or service of the Company or its Subsidiaries.
11. Confidentiality. During Employee’s employment and after termination thereof for any reason, Employee agrees that Employee will not, directly or
indirectly, in one or a series of transactions, disclose to any person, or use or otherwise exploit for Employee’s own benefit or for the benefit of anyone
other than the Company or any of its Affiliates any Confidential Information (as hereinafter defined), whether prepared by Employee or not;
provided, however, that during the term of Employee’s employment, any Confidential Information may be disclosed (i) to officers, representatives,
employees and agents of the Company and its Affiliates who need to know such Confidential Information in order to perform the services or conduct
the operations required or expected of them in the business, and (ii) in good faith by Employee in connection with the performance of Employee’s job
duties to persons who are authorized to receive such information by the Company or its Affiliates. Employee shall have no obligation to keep
confidential any Confidential Information, if and to the extent disclosure of any such information is specifically required by law; provided, however,
that in the event disclosure is required by applicable law, Employee shall provide the Company with prompt notice of such requirement, prior to
making any disclosure, so that it may seek an appropriate protective order.
Employee agrees that all Confidential Information of the Company and its Affiliates (whether now or hereafter existing) conceived, discovered or
made by him during employment exclusively belongs to the Company or its Affiliates (and not to Employee). Employee will promptly disclose such
Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive
ownership. For purposes of this Section 11, the term “Confidential Information” shall mean and include any information disclosed to Employee any
time during Employee’s employment with the Company or its Affiliates or thereafter which is not generally known to the public, including, but not
limited to, information concerning the Company’s or its Affiliates’ assets and valuations, business plans, methods of operation, management,
information systems, procedures, processes, practices, policies, plans, programs, personnel and/or reports or other information prepared by
appraisers, consultants, advisors, bankers or attorneys.
12. Restrictive Covenants.
(a) Non-Competition. Employee agrees that for a period of 12 months following any Termination of Employment voluntarily by Employee
(other than due to Disability), Employee shall not, without the prior written consent of the Company’s General Counsel, participate,
whether as a consultant, employee, contractor, partner, owner (ownership of less than 5% of the outstanding stock of a publicly traded
company will not be considered ownership under this provision), co-owner, or otherwise, with any business, corporation, group, entity or
individual that is or intends to be engaged in the business activity of supplying electricity in any area of Arizona for which the Company or
its Affiliates is authorized to supply electricity.
(b) Employee Non-Solicitation. Employee agrees that for a period of 12 months following Employee’s termination of employment for any
reason, Employee will not encourage, induce, or otherwise solicit, or actively assist any other person or organization to encourage, induce or
otherwise solicit, directly or indirectly, any employee of the Company or any of its Affiliates to terminate his or her employment with the
Company or its Affiliates, or otherwise interfere with the advantageous business relationship of Pinnacle West and its Affiliates with their
employees.
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